1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
----------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period _____________ to _______________
Commission file number: 0-14275
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Edac Technologies Corporation
-----------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 39-1515599
--------- ----------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification No.)
1806 New Britain Avenue, Farmington, CT 06032
---------------------------------------------
(Address of principal executive offices)
(860) 677-2603
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____
---
APPLICABLE ONLY TO CORPORATE ISSUERS:
On November 6, 2000 there were outstanding 4,269,080 shares of the
Registrant's Common Stock, $0.0025 par value per share.
2
PART 1 FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30 January 1
2000 2000
(Unaudited) (Note)
------------ -----------
ASSETS
CURRENT ASSETS:
Cash ..................................... $ 384,881 $ 145,386
Trade accounts receivable ................ 5,446,078 4,811,993
Inventories .............................. 7,385,357 8,804,497
Prepaid expenses and other ............... 703,532 442,133
Refundable income taxes .................. 22,487 556,159
Deferred income taxes .................... 699,649 699,649
----------- -----------
TOTAL CURRENT ASSETS .................. 14,641,984 15,459,817
PROPERTY, PLANT, AND EQUIPMENT ............. 27,107,142 28,571,872
less-accumulated depreciation ............. 11,095,167 10,628,387
----------- -----------
16,011,975 17,943,485
OTHER ASSETS:
Goodwill ................................. 10,785,737 10,949,972
Other .................................... 280,793 401,562
----------- -----------
$41,720,489 $44,754,836
=========== ===========
Note: The balance sheet at January 1, 2000 has been derived from the audited
financial statements at that date.
The accompanying notes are an integral part of these financial statements.
3
EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30 January 1
2000 2000
(Unaudited) (Note)
------------ -------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving lines of credit .................. $ 6,660,507 $ 6,151,925
Current portion of long-term debt
and long-term debt in default ........... 14,979,881 22,430,798
Trade accounts payable ..................... 3,221,679 3,348,140
Employee compensation and
amounts withheld ........................ 1,349,710 1,137,120
Accrued expenses ........................... 1,377,485 1,985,264
------------ ------------
TOTAL CURRENT LIABILITIES ............... 27,589,262 35,053,247
LONG-TERM DEBT,
less current portion ....................... 8,223,878 2,494,686
OTHER LIABILITIES ............................ 245,574 419,346
DEFERRED INCOME TAXES ........................ 700,000 700,000
SHAREHOLDERS' EQUITY:
Common stock, par value $.0025 per
share; 10,000,000 shares authorized;
issued and outstanding - 4,269,080
on September 30, 2000 and
on January 1, 2000 ....................... 10,673 10,673
Additional paid-in-capital ................. 9,153,941 9,153,941
Accumulated deficit ........................ (4,202,839) (3,077,057)
------------ ------------
4,961,775 6,087,557
$ 41,720,489 $ 44,754,836
============ ============
Note: The balance sheet at January 1, 2000 has been derived from the audited
financial statements at that date.
The accompanying notes are an integral part of these financial statements.
4
EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For the quarter ended Nine months ended
--------------------------- ---------------------------
September 30 October 2 September 30 October 2
2000 1999 2000 1999
------------ ----------- ------------ -----------
Sales ................... $10,634,858 $12,243,219 $34,660,338 $42,358,636
Cost of sales ........... 9,294,193 10,472,232 29,506,270 38,383,787
----------- ----------- ----------- -----------
Gross profit ........ 1,340,665 1,770,987 5,154,068 3,974,849
Selling, general and
and administrative
expenses .............. 1,233,196 1,186,716 3,765,621 3,891,810
Impairment of long-lived
assets and severance
expense ............... -- 1,215,000 -- 1,215,000
----------- ----------- ----------- -----------
INCOME (LOSS)
FROM OPERATIONS ....... 107,469 (630,729) 1,388,447 (1,131,961)
Non-operating income
(expense):
Interest expense..... (910,928) (648,510) (2,475,120) (1,923,384)
Other................ (62,291) (17,232) (39,109) 14,208
----------- ----------- ----------- -----------
(973,219) (665,742) (2,514,229) (1,909,176)
LOSS BEFORE
INCOME TAXES .......... (865,750) (1,296,471) (1,125,782) (3,041,137)
Benefit from
income taxes .......... -- (179,000) -- (540,000)
----------- ----------- ----------- -----------
NET LOSS ................ $ (865,750) $(1,117,471) $(1,125,782) $(2,501,137)
=========== =========== =========== ===========
Basic and diluted
loss per
common share (Note A) . $ (0.20) $ (0.26) $ (0.26) $ (0.59)
=========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
5
EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
-----------------------------
September 30 October 2
2000 1999
------------ ------------
Operating Activities:
Net loss ................................... $(1,125,782) $(2,501,137)
Depreciation and amortization .............. 1,783,995 2,065,151
Changes in working capital items ........... 535,678 4,168,725
Impairment of long-lived assets ............ -- 400,000
Other ...................................... 75,254 299,537
----------- -----------
Net cash provided by
operating activities .................... 1,269,145 4,432,276
----------- -----------
Investing Activities:
Additions to property, plant
and equipment ............................ (95,777) (792,649)
Proceeds from sales of property
plant and equipment ...................... 475,800 34,825
----------- -----------
Net cash provided by (used in)
investing activities .................... 380,023 (757,824)
----------- -----------
Financing Activities:
Increase (decrease) in revolving
line of credit, net ...................... 508,582 (2,785,203)
Issuance of long term debt ................. 7,364,000 457,283
Payments of long term debt ................. (9,085,725) (1,461,357)
Proceeds from exercise of options
for common stock ......................... -- 10,339
Financing costs ............................ (196,530) --
----------- -----------
Net cash used in
financing activities .................... (1,409,673) (3,778,938)
----------- -----------
Increase (decrease) in cash .................. 239,495 (104,486)
Cash at the beginning of period .............. 145,386 229,480
----------- -----------
Cash at end of period ........................ $ 384,881 $ 124,994
=========== ===========
Supplemental Disclosure of
Cash Flow Information:
Interest paid ........................... $ 2,304,798 $ 2,086,804
Income taxes (refunded) paid ............ $ (533,672) $ 570,262
The accompanying notes are an integral part of these financial statements.
6
EDAC TECHNOLOGIES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2000
NOTE A - FINANCIAL CONDITION AND BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with the generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals and adjustments to previously established loss
provisions) considered necessary for a fair presentation have been included.
Operating results for the nine month period ending September 30, 2000 are not
necessarily indicative of the results that may be expected for the year ending
December 30, 2000. For further information, refer to the financial statements
and footnotes thereto included in the Company's annual report on Form 10-K for
the year ended January 1, 2000.
On September 29, 2000, the Company refinanced substantially all of its Fleet
National Bank loan facilities with replacement financing from GE Capital. The
new credit facilities with GE Capital include revolving credit in an amount up
to $8,000,000, term loans of $7,364,000, and a proposed real estate loan of
$2,000,000 (see discussion below). The revolving credit is limited to an amount
determined by a formula based on percentages of the Company's receivables and
inventory. As of September 30, 2000, $3,866,676 was outstanding on the revolver
and $1,329,000 was available for additional borrowings. The term loans are
payable in 35 monthly principal payments of $122,734 plus accrued interest with
a balloon payment of $3,068,310 due upon expiration of the facilities on
September 29, 2003. Interest rates are based on the index rate (30 day dealer
placed commercial paper) plus 3.75% (10.23% at September 30, 2000) for the
revolving credit and the index rate plus 4% (10.48% at September 30, 2000) for
the term loans. The credit facility requires maintenance of a certain earnings
to fixed charges ratio commencing with the quarter ending December 30, 2000.
The final portion of the refinancing requires a $2,000,000 payment to Fleet
National Bank with respect to the Company's real estate by February 14, 2001,
provided, however, that the Company continue to make the required monthly
$33,333 payments plus accrued interest under the terms of the forbearance
agreement. As of November 3, 2000, the Company was notified by GE Capital that
they would not finance the real estate. The Company is seeking alternative
financing for the $2,000,000 payable to Fleet National Bank with respect to the
Company's real estate and continues to operate under the forbearance agreement
dated September 29, 2000. As of September 30, 2000, all outstanding obligations
to Fleet National Bank of $15,300,000 (of which $2,800,000 was revolving debt)
are included in current liabilities due to the failure to pay the $2,000,000
pursuant to the Escrow and Forbearance Agreement. The Company has received
appraisals significantly in excess of the proposed real estate loan. However,
the Company does not have an existing firm commitment to refinance the real
7
estate, and there can be no assurance that the Company will receive such
refinancing in the time required.
Contingent upon the $2,000,000 real estate refinancing, the remaining principal
amount due Fleet National Bank ($15,300,000 as of September 30, 2000) along with
accrued expenses of $415,000 will be reduced to a single principal amount of
$7,000,000, with the principal due in one payment on September 29, 2004. If the
real estate financing does not occur, Fleet National Bank is not required to
grant the reductions of $6,300,000 in principal and $415,000 in accrued
expenses. Interest on the note will begin accruing on September 29, 2000 at the
bank's prime rate plus 1% and interest will not be paid until September 29, 2002
and monthly thereafter. If the real estate financing is completed and the
Company prepays an aggregate principal amount of $5,000,000 plus accrued
interest anytime prior to October 1, 2003, the principal amount of the
$7,000,000 note will be reduced by $2,000,000.
If and when amounts are forgiven by Fleet National Bank, they will be reflected
as extraordinary gains, net of income taxes by the Company.
Long-term debt consisted of the following:
September 30, January 1,
2000 2000
------------- -----------
Notes payable to GE Capital due in 35 monthly
principal installments of $122,734 commencing
November 1, 2000 with a balloon payment
of $3,068,310 due on September 29, 2003 .......... $ 7,364,000 --
Note payable to Fleet National Bank.
Currently operating under forbearance
agreement ........................................ 12,174,487 $13,500,000
Note payable to Fleet National Bank.
Currently operating under forbearance
agreement ........................................ 135,533 2,736,497
Note payable to Fleet National Bank.
Currently operating under forbearance
agreement ........................................ 37,544 733,333
Equipment note payable to Fleet National Bank.
Currently operating under forbearance
agreement ........................................ 89,228 1,950,000
Equipment note payable to Fleet National Bank.
Currently operating under forbearance
agreement ........................................ 105,552 2,208,333
Equipment note payable to Fleet National Bank.
Currently operating under forbearance
agreement ........................................ 10,788 252,513
Note payable to former shareholders of Apex Machine
Tool Company, Inc. Principal was originally due
in full on January 1, 2000. Prior to expiration,
the note was amended to provide for monthly
principal installments of $18,000 commencing
January 1, 2000 and increasing to $25,000
commencing January 1, 2001 with the remaining
balance due January 1, 2002 ...................... 2,548,687 2,710,688
Equipment note payable due in quarterly installments
of $28,750 and additional monthly installments
based on equipment utilization and results,
as defined, commencing December 28, 1997 and due
July 31, 2000, refinanced on July 31, 2000 with
48 equal monthly installments of including
interest ......................................... 737,940 834,120
----------- -----------
23,203,759 24,925,484
Less - current portion of long-term debt ........... 14,979,881 22,430,798
----------- -----------
$ 8,223,878 $ 2,494,686
=========== ===========
8
The Company's management team has taken several actions to improve the Company's
financial performance in 2000. These actions include, but are not limited to,
reducing overhead costs and indirect staffing levels, expanding marketing
activities to diversify the Company's customers and markets, disposing of
underutilized assets (including property, plant and equipment), re-negotiating
unfavorable contracts and combining operating units to improve resource
utilization.
As indicated in the report of independent public accountants related to the
Company's consolidated financial statements as of and for the year ended January
1, 2000, the status of the Company's financing arrangements raises substantial
doubt about the Company's ability to continue as a going concern. The
accompanying condensed consolidated financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.
The Company has been advised by its independent public accountants that, if the
indebtedness does not meet the requirements to be classified as long-term prior
to the issuance of their audit report on the Company's consolidated financial
statements for the year ending December 30, 2000 and improvements are not made
in the Company's operating results, their auditors' report on those consolidated
financial statements will continue to include an explanatory paragraph
indicating the existence of substantial doubt as to the Company's ability to
continue as a going concern.
Inventories: Inventories are stated at the lower of cost (first-in, first-out
method) or market. As of September 30, 2000 and January 1, 2000, inventories
consisted of the following:
September 30, January 1,
2000 2000
------------- ------------
Raw materials ........................ $ 1,201,681 $ 1,926,177
Work-in-progress ..................... 5,084,070 6,685,644
Finished goods ....................... 2,095,248 1,222,133
----------- -----------
8,380,999 9,833,954
Reserve for excess
and obsolete ....................... (995,642) (1,029,457)
----------- -----------
Inventories .......................... $ 7,385,357 $ 8,804,497
=========== ===========
New Accounting Standards: In June 1999, the FASB issued SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities-Deferral of
9
the Effective Date of FASB No. 133 - an Amendment of FASB No. 133" for the sole
purpose of updating the effective date of adoption of SFAS No. 133 to January 1,
2001. SFAS No. 133 establishes accounting and reporting standards requiring that
each derivative instrument (including certain derivative instruments embedded in
other contracts) be recorded in the balance sheet as either an asset or
liability measured at its fair value. On May 2, 2000, the Company sold its only
derivative instrument for $177,350 (interest rate swap agreements related to
certain long-term debt). The Company is amortizing the deferred gain associated
with this sale as a reduction of interest expense over the period of the
associated financing. Accordingly, the Company does not anticipate any impact
related to the adoption of this standard.
In December 1999, Staff Accounting Bulletin No. 101 (SAB 101) Revenue
Recognition, was issued. SAB 101 will require a company to defer revenue
recognition on product shipments until contractual terms of customer acceptance,
including inspection and installation requirements, as defined, are met. The
Company will be required to adopt this new accounting pronouncement through a
cumulative charge to earnings in accordance with the provisions of APB Opinion
No. 20 no later than the fourth quarter of fiscal 2000. The Company is in the
process of quantifying the effect of the new standard and plans to adopt the new
standard in the fourth quarter of 2000.
Comprehensive Loss: Comprehensive loss is the same as net loss for the quarters
and nine month periods ended September 30, 2000 and October 2, 1999.
Earnings (Loss) Per Share: The number of shares used in the earnings (loss) per
common share computation for the three and nine month periods ended September
30, 2000 and October 2, 1999 are as follows:
Quarter ended Nine months ended
-------------------------- --------------------------
September 30, October 2, September 30, October 2,
2000 1999 2000 1999
------------- ---------- ------------- ----------
Basic:
Average common
shares outstanding ........ 4,269,080 4,269,080 4,269,080 4,268,247
Diluted:
Dilutive effect of (a) (b) (a) (b)
stock options ............. 0 0 0 0
--------- --------- --------- ---------
Average shares diluted .... 4,269,080 4,269,080 4,269,080 4,268,247
========= ========= ========= =========
(a) Options to purchase 884,658 shares of common stock were not included in the
computation of (loss) earnings per share for the periods ended September
30, 2000 since their effect was antidilutive.
(b) Options to purchase 494,158 shares of common stock were not included in the
computation of (loss) earnings per share for the periods ended October 2,
1999 since their effect was antidilutive.
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NOTE B - SEGMENT INFORMATION
The following amounts are in thousands:
For the quarter ended September 30, 2000
--------------------------------------------------------------
Engineered Precision Precision Apex
Precision Engineered Large Machine
Components Technologies Machining Tool Co. Total
---------- ------------ --------- -------- -------
Sales from
external customers.. $ 4,437 $ 1,308 $ 1,133 $ 3,757 $10,635
------- -------- ------- ------- -------
Segment
profit (loss) ...... (302) (89) 103 (578) (866)
------- -------- ------- -------- -------
For the nine months ended September 30, 2000
--------------------------------------------------------------
Engineered Precision Precision Apex
Precision Engineered Large Machine
Components Technologies Machining Tool Co. Total
---------- ------------ --------- -------- -------
Sales from
external customers.. $12,683 $ 4,639 $ 3,379 $13,959 $34,660
------- ------- ------- ------- -------
Segment
profit (loss)....... (932) (68) 274 (400) (1,126)
------- ------- ------- ------- -------
For the quarter ended October 2, 1999
--------------------------------------------------------------
Engineered Precision Precision Apex
Precision Engineered Large Machine
Components Technologies Machining Tool Co. Total
---------- ------------ --------- -------- -------
Sales from
external customers.. $ 3,331 $ 3,332 $ 1,368 $ 4,212 $12,243
Intersegment ......... -- 10 -- 363 373
------ ------- ------ ------- -------
Total sales........... 3,331 3,342 1,368 4,575 12,616
------ ------- ------ ------- -------
Segment
profit (loss)....... (550) (229) (185) (153) (1,117)
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For the nine months ended October 2, 1999
--------------------------------------------------------------
Engineered Precision Precision Apex
Precision Engineered Large Machine
Components Technologies Machining Tool Co. Total
---------- ------------ --------- -------- -------
Sales from
external customers.. $12,564 $ 9,915 $ 5,988 $13,892 $42,359
Intersegment.......... -- 10 -- 451 461
------ ------- ------ ------- -------
Total sales........... 12,564 9,925 5,988 14,343 42,820
------ ------- ------ ------- -------
Segment
profit (loss)....... (2,057) (1) (171) (272) (2,501)
Asset information is unavailable by segment.
NOTE C - DEFERRED LOAN FEES
The Company has incurred $275,206 of financing costs which are classified as
deferred financing costs. These costs will be amortized over the life of the new
financing.
NOTE D - STOCK BASED COMPENSATION
During the three months ended September 30, 2000, the Company granted options to
purchase 147,500 shares of common stock at a weighted average exercise price of
$1.8125 per share to employees.
NOTE E - OTHER EXPENSE
Other expense for the quarter ended September 30, 2000 includes a write-down of
$338,000 related to the Company's investment in Pegos Machine Company due to
uncertainty of realization. This write-down was partially offset by a reduction
in the amount of $277,000 to the reserve originally made in the 4th quarter of
1999 against a note receivable entered into with Zapata Technologies Corporation
on June 30, 1999. Such amount was collected in October 2000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
SALES: The Company's sales decreased $1,608,000 or 13.1% for the three months
and $7,699,000 or 18.2% for the nine months ended September 30, 2000 from the
comparable periods of 1999. The decrease in sales is due primarily to the
overall decrease in business from the Company's major customers. Sales increases
(decreases) were $1,106,000, $(2,024,000), $(235,000) and $(455,000) and
$119,000, $(5,276,000), $(2,609,000) and
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$67,000 in the Engineered Precision Components, Precision Engineered
Technologies, Precision Large Machining and Apex areas for the quarter and nine
months ended September 30, 2000, respectively. The Company continues to expand
its marketing activities to diversify into other markets and reduce its
dependence on the aerospace industry. In the Apex area sales to aerospace
customers have decreased as a percentage of total Apex sales to 35% for the nine
months ended September 30, 2000 from 59% for the year ended January 1, 2000. As
of September 30, 2000, sales backlog was approximately $30,244,000, compared to
$31,700,000, $27,200,000 and $29,800,000 at July 1, 2000, April 1, 2000 and
January 1, 2000, respectively. Backlog consists of accepted purchase orders that
are cancelable by the customer without penalty, except for payment of costs
incurred. The Company presently expects to complete approximately $10,686,000 of
its September 30, 2000 backlog during the remainder of the 2000 fiscal year.
COST OF SALES: Cost of sales as a percentage of sales increased to 87.4% from
85.5% and decreased to 85.1% from 90.6% for the three and nine months ended
September 30, 2000 compared to 1999. The increase for the three months compared
to the comparable 1999 period is due to fixed manufacturing costs being spread
over lower sales levels. Cost of sales as a percentage of sales decreased for
the nine months compared to the comparable 1999 period primarily due to the
recording of an inventory reserve of $1,200,000 in the second quarter of 1999.
SELLING GENERAL AND ADMINISTRATIVE: Selling, general and administrative costs
increased by $46,000 or 3.9% and decreased by $126,000 or 3.2 % for the three
and nine months ended September 30, 2000 compared to the 1999 periods.
Professional fees in the third quarter of 2000 increased $147,000 over the third
quarter of 1999. This is due to additional professional costs incurred in
securing replacement financing. The additional professional fees were offset for
the nine months ended September 30, 2000 by lower compensation costs and
employee benefits.
INTEREST: Interest expense increased by $262,000 and $552,000 for the three and
nine months ended September 30, 2000 compared to 1999. This was the result of
the bank charging the Company a default rate of interest representing an
additional 1 1/4% per annum commencing September 1, 1999 in accordance with the
forbearance agreements. The Company also accrued bank success fees $87,500 and
$23,505 and a $750 per day fee beginning on June 4, 2000 in accordance with the
forbearance agreements.
LIQUIDITY AND CAPITAL RESOURCES: During 1999 and the first nine months of 2000,
the Company was in violation of certain of its financial covenants contained in
its financing arrangement with Fleet National Bank. The Company had entered into
a series of short-term forbearance agreements with the bank which prevented the
acceleration and collection of the indebtedness. In accordance with the
forbearance agreements, starting September 1, 1999, the bank began charging a
default rate of interest representing an additional 1 1/4% per annum and will
charge a $87,500 success fee payable on demand by the bank and $750 per day
beginning on June 4, 2000. The forbearance agreements decreased the amount the
Company can borrow on its revolving line of credit to an amount which is the
lesser of $9,000,000 or an amount determined by a formula based on percentages
of the Company's receivables and inventory.
13
On September 29, 2000, the Company refinanced substantially all of its Fleet
National Bank loan facilities with replacement financing from GE Capital. The
new credit facilities with GE Capital includes revolving credit in an amount up
to $8,000,000, term loans of $7,364,000, and a proposed real estate loan of
$2,000,000 (see discussion below). The revolving credit is limited to an amount
determined by a formula based on percentages of the Company's receivables and
inventory. As of September 30, 2000, $3,866,676 was outstanding on the revolver
and $1,329,000 was available for additional borrowings. The term loans are
payable in 35 monthly principal payments of $122,734 plus accrued interest with
a balloon payment of $3,068,310 due upon expiration of the facilities on
September 29, 2003. Interest rates are based on the index rate (30 day dealer
placed commercial paper) plus 3.75% (10.23% at September 30, 2000) for the
revolving credit and the index rate plus 4% (10.48% at September 30, 2000) for
the term loans. The credit facility requires maintenance of a certain earnings
to fixed charges ratio commencing with the quarter ending December 30, 2000.
The final portion of the refinancing requires a $2,000,000 payment to Fleet
National Bank with respect to the Company's real estate by February 14, 2001,
provided, however, that the Company continue to make the required monthly
$33,333 payments plus accrued interest under the terms of the forbearance
agreement. As of November 3, 2000, the Company was notified by GE Capital that
they would not finance the real estate. The Company is seeking alternative
financing for the $2,000,000 payable to Fleet National Bank with respect to the
Company's real estate and continues to operate under the forbearance agreement
dated September 29, 2000. As of September 30, 2000, all outstanding obligations
to Fleet National Bank of $15,300,000 (of which $2,800,000 was revolving debt)
are included in current liabilities due to the failure to pay the $2,000,000
pursuant to the Escrow and Forbearance Agreement. The Company has received
appraisals significantly in excess of the proposed real estate loan. However,
the Company does not have an existing firm commitment to refinance the real
estate, and there can be no assurance that the Company will receive such
refinancing in the time required.
Contingent upon the $2,000,000 real estate refinancing, the remaining principal
amount due Fleet National Bank ($15,300,000 as of September 30, 2000) along with
accrued expenses of $415,000 will be reduced to a single principal amount of
$7,000,000, with the principal due in one payment on September 29, 2004. If the
real estate financing does not occur, Fleet National Bank is not required to
grant the reductions of $6,300,000 in principal and $415,000 in accrued
expenses. Interest on the note will begin accruing on September 29, 2000 at the
bank's prime rate plus 1% and interest will not be paid until September 29, 2002
and monthly thereafter. If the real estate financing is completed and the
Company prepays an aggregate principal amount of $5,000,000 plus accrued
interest anytime prior to October 1, 2003, the principal amount of the
$7,000,000 note will be reduced by $2,000,000.
As of September 30, 2000, the Company's current liabilities exceeded current
assets by $12,947,000. This is due primarily to the reclassification of
$11,174,000 to current liabilities from long-term liabilities as a result of the
current forbearance agreement. The
14
Company's working capital deficit of $12,947,000 on September 30, 2000
represents a decrease in the working capital deficit of $8,507,000 from the
working capital deficit of $21,454,000 the Company had on October 2, 1999.
The Company has been advised by its independent public accountants that, if the
indebtedness does not meet the requirements to be classified as long-term prior
to the issuance of their audit report on the Company's consolidated financial
statements for the year ending December 30, 2000 and improvements are not made
in the Company's operating results, their auditors' report on those consolidated
financial statements will continue to include an explanatory paragraph
indicating the existence of substantial doubt as to the Company's ability to
continue as a going concern.
All statements other than historical statements contained in this report on Form
10-Q constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Without limitation, these forward
looking statements include statements regarding the Company's business strategy
and plans, statements about the adequacy of the Company's working capital and
other financial resources and other statements herein that are not of a
historical nature. These forward-looking statements rely on a number of
assumptions concerning future events and are subject to a number of
uncertainties and other factors, many of which are outside of the Company's
control, that could cause actual results to differ materially from such
statements. These include, but are not limited to, factors which could affect
demand for the Company's products and services such as general economic
conditions and economic conditions in the aerospace industry and the other
industries in which the Company competes; competition from the Company's
competitors; the Company's ability to arrange alternative real estate financing
to replace its current bank financing and the terms of any such alternative
financing; the Company's ability to continue as a going concern if it is unable
to arrange alternative real estate financing; the Company's ability to dispose
of underutilized assets; the Company's ability to complete $10,686,000 of its
September 30, 2000 backlog during the remainder of the 2000 fiscal year; and
other factors discussed in this report and in the Company's annual report on
Form 10-K for the year ended January 1, 2000. The Company disclaims any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
15
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Edac's Amended and Restated Articles of Incorporation
3.2 Edac's By-laws
10.1 Fifth Amendment to Forbearance Agreement
10.2 Sixth Amendment to Forbearance Agreement
10.3 Seventh Amendment to Forbearance Agreement
10.4 Fourth Agreement for Extension of Expiration Date
10.5 Fifth Agreement for Extension of Expiration Date
10.6 Sixth Agreement for Extension of Expiration Date
10.7* Loan and Security Agreement
10.8 Leading Borrower's and Second Borrower's Revolving Credit Notes
10.9 Term Note A-1
10.10 Term Note A-2
10.11 Pledge Agreement
10.12A Escrow and Forbearance Agreement
10.12B Amended and Restated Term Note
10.12C Security Agreement
10.12D Mortgage Modification
10.13* Intercreditor and Subordination Agreement
27 Financial Data Schedule
- -------------
* Certain portions of these exhibits have been omitted based upon a request
for confidential treatment. The omitted portions of these exhibits have been
separately filed with the Securities and Exchange Commission.
(b) Reports on Form 8-K
None
16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EDAC TECHNOLOGIES CORPORATION
November 13, 2000 By /s/ Ronald G. Popolizio
----------------------------------------
Ronald G. Popolizio, Chief Financial
Officer and duly authorized officer
17
EXHIBIT INDEX
Page Number
in Sequential
NUMBER DESCRIPTION Numbering System
- ------ ----------- ----------------
3.1 Edac's Amended and Restated Articles of (1)
Incorporation
3.2 Edac By-laws (2)
10.1 Fifth Amendment to Forbearance Agreement
dated as of August 11, 2000 by and between Edac
and Fleet National Bank
10.2 Sixth Amendment to Forbearance Agreement
dated as of August 22, 2000 by and between Edac
and Fleet National Bank
10.3 Seventh Amendment to Forbearance Agreement
Dated September 7, 2000 by and between Edac
and Fleet National Bank
10.4 Fourth Agreement for Extension of Expiration Date
Pegos Machine Corp. dated as of August 11, 2000
10.5 Fifth Agreement for Extension of Expiration
Date Pegos Machine Corp. dated as of
August 22, 2000
10.6 Sixth Agreement for Extension of Expiration
Date Pegos Machine Corp. dated as of
September 7, 2000
10.7* Loan and Security Agreement dated September 29,
2000 among General Electric Capital Corp. and
Edac Technologies Corporation and Apex Machine
Tool Company Inc. as borrowers
10.8 Leading Borrower's and Second Borrower's
Revolving Credit Notes dated as of September 29,
2000 by and between General Electric Capital
Corporation
10.9 Term Note A-1 dated September 29, 2000 by and
between General Electric Capital Corporation
and Edac Technologies Corporation
10.10 Term Note A-2 dated September 29, 2000 by and
between General Electric Capital Corporation
and Apex Machine Tool Company, Inc.
10.11 Pledge Agreement dated September 29, 2000 by
and between General Electric Capital Corporation
and Edac Technologies Corp.
10.12A Escrow and Forbearance Agreement dated September 29,
2000 by and between Fleet National Bank and Edac
Technologies Corporation.
18
Page Number
in Sequential
NUMBER DESCRIPTION Numbering System
- ------ ----------- ----------------
10.12B Amended and Restated Term Note dated September 29,
2000 by and between Fleet National Bank and Edac
Technologies Corporation
10.12C Security Agreement dated September 29, 2000 by and
between Fleet National Bank and Edac Technologies
Corporation
10.12D Mortgage Modification Agreement dated September 29,
2000 by and between Fleet National Bank and Edac
Technologies Corporation
10.13* Intercreditor and Subordination Agreement dated
September 29, 2000 by and between Fleet National
Bank, General Electric Capital Corp. and
Edac Technologies Corp.
27 Financial Data Schedule
(1) Exhibit incorporated by reference to the Company's registration statement
on Form S-1 dated August 6, 1985, commission file No. 2-99491, Amendment
No.1.
(2) Exhibit incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1995.
- -------------
* Certain portions of these exhibits have been omitted based upon a request
for confidential treatment. The omitted portions of these exhibits have been
separately filed with the Securities and Exchange Commission.