1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 30, 2000. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . Commission file number 0-14275 ------------------------------ 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, Connecticut 06032 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (860)-677-2603 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on Which Registered ------------------- ------------------- N/A N/A Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.0025 par value ------------------------------ (Title of class) 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__. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] 2 As of March 16, 2001, 4,319,080 shares of Common Stock were outstanding, and the aggregate market value of the Common Stock (based upon the $1.75 closing price on that date on the OTC Bulletin Board) held by nonaffiliates (excludes shares reported as beneficially owned by directors and officers - does not constitute an admission as to affiliate status) was approximately $6,596,195. DOCUMENTS INCORPORATED BY REFERENCE Part of Form 10-K Into Which Portions of DOCUMENT Document are Incorporated -------- ------------------------- Annual Report to Shareholders for the fiscal year ended December 30, 2000 Part II Proxy Statement relating to 2001 Annual Meeting of Shareholders Part III All statements other than historical statements contained in this report on Form 10-K or deemed to be contained herein due to incorporation by reference to a different document 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, statements about the Company's bank agreement, statements about the Company's backlog, statements about the Company's actions to improve operating performance, 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 reduce costs; the Company's ability to complete its proposed asset sale transaction with Tomz Corporation and the terms of such transaction if completed; the Company's ability to effectively use business-to-business tools on the Internet to improve operating results; the adequacy of the Company's revolving credit facility and other sources of capital. 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. 3 PART I ITEM 1. BUSINESS. General Edac Technologies Corporation ("Edac" or the "Company") was formed in 1985 for the purpose of acquiring Gros-Ite Industries, Incorporated (which had three operating divisions: Time Engineering, Gros-Ite and Spectrum). In 1988 and 1989, Edac sold the assets of the Time Engineering and Spectrum operations. On June 29, 1998 Edac purchased certain assets and liabilities of the Apex Machine Tool Company, Inc. Information relating to Edac's four business segments is contained in "Management's Discussion and Analysis of Results of Operations and Financial Condition" and in Note I to the Consolidated Financial Statements in Edac's 2000 Annual Report to Shareholders incorporated by reference herein. Products Edac currently offers design and manufacturing services for a wide range of industries in areas such as special tooling, equipment and gauges, and components used in the manufacture, assembly and inspection of jet engines. Edac also specializes in the design and repair of precision spindles. Spindles are an integral part of numerous machine tools which are found in virtually any type of manufacturing environment. Edac maintains manufacturing facilities with computerized, numerically controlled machining centers, grinding, welding, and sheet metal fabrication, painting and assembly capabilities. Items manufactured by Edac include precision rings, and other components for jet engines, industrial spindles and specialized machinery designed by Edac or others and other assemblies requiring close tolerances. Patents and Trademarks Edac currently holds no patents or registered trademarks, tradenames or similar intellectual property. The Company believes that the nature of its business presently does not require the development of patentable products or registered tradenames or trademarks to maintain market growth. Marketing and Competition Edac Technologies provides complete design, manufacture and service meeting the precision requirements of some of the most exacting customers in the world for tooling, fixtures, molds, jet engine components and machine spindles. The company developed its high skill level serving the aerospace industry for over 50 years. In addition EDAC has expanded its commitment to serving the manufacturing needs of a broad base of industrial customers. For the fiscal year ended December 30, 2000, approximately 45% of Edac's net sales were to United Technologies Corporation. We expect to 4 continue to diversify our customer base. We expect that our sales to United Technologies Corporation would decrease significantly if we complete the pending sale of our Engineered Precision Components Division as described in Management's Discussion and Analysis of Financial Condition and Results of Operations section of this report. The competition for design, manufacturing and service in precision machining and machine tools consists of independent firms, many of which are smaller than EDAC. This allows us to bring a broader spectrum of support to our customers who are consistently looking for ways to consolidate their vendor base. The company also competes against the in-house manufacturing and service capability of our larger customers. The trend by large manufacturers to outsource activities that are outside their core competency is a current advantage for EDAC. The market for our products and precision machining capabilities is also opening up through the development of more sophisticated use of business-to-business tools on the internet. We are actively involved in securing new business leads on the internet and have participated in internet auctions for precision components. The sales and marketing team at Edac is evaluating potential partners to further develop our e-commerce strategy and extend the reach of our current capabilities. The target marketing activity, particularly in the APEX and Gros-Ite Spindle divisions in 2000 has resulted in the opening of over 40 new customers for continuing business. The business from these new customers offset some of the reduction from some of our long-standing customers and was critical in generating the strong performance we achieved in the fourth quarter of 2000. Edac Technologies has a distinct competitive advantage in our ability to provide high quality, high precision, quick turnaround support to customers from design to delivery. Our experience and reputation in the demanding aerospace business provides an extra level of experience in meeting our customers' requirements. We believe our commitment to continuous improvement and the latest technology will generate productivity improvements required to respond to the increasing price pressure in the competitive marketplace. Backlog Edac's backlog as of December 30, 2000, was approximately $32,000,000 compared to $29,800,000 as of January 1, 2000. Backlog consists of accepted purchase orders that are cancelable by the customer without penalty, except for payment of costs incurred, and may involve delivery times that extend over periods as long as three years. Edac presently expects to complete approximately $21,500,000 of its December 30, 2000 backlog during the 2001 fiscal year. Employees As of March 22, 2001, Edac had approximately 249 employees. 5 ITEM 2. PROPERTIES. The properties at 1790 and 1798 New Britain Avenue were renovated in 1997 to improve production, increase capacity and improve the appearance of both the interior and exterior. The building at 1806 New Britain Avenue was constructed in 1995 for the Company's developing Large Machining operation. Square Owned or Principal Address Feet Leased Activity - - ------- ---- ------ -------- 1790 New Britain Ave. 47,000 Owned Manufacturing Farmington, CT. 06032 * Design engineering services 1798 New Britain Ave. 20,800 Owned Design and manu- Farmington, CT. 06032 * facture of spindles 1806 New Britain Ave. 19,200 Owned Manufacturing Farmington, CT. 06032 * 21 Spring Lane 44,000 Owned Manufacturing Farmington, CT 06032 * Design engineering services 1838 New Britain Ave. 3,000 Leased Warehouse Farmington, CT. 06032 * Property subject to mortgage securing certain corporate indebtedness. ITEM 3. LEGAL PROCEEDINGS. Edac is not a party to any material pending legal proceedings. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 30, 2000. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. Information in response to this item is incorporated herein by reference to "Market Information" on page 4 of Edac's 2000 Annual Report to Shareholders. 6 ITEM 6. SELECTED FINANCIAL DATA. Information in response to this item is incorporated herein by reference to "Selected Financial Information" on page 5 of Edac's 2000 Annual Report to Shareholders. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Information in response to this item is incorporated herein by reference to "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 6 through 10 of Edac's 2000 Annual Report to Shareholders. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK. The Company does not invest in derivative financial instruments, other financial instruments or derivative commodity instruments. Refer to Note C to Consolidated Financial Statements for a summary of the Company's debt obligations. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Information in response to this item is incorporated herein by reference to pages 11 through 31 of Edac's 2000 Annual Report to Shareholders. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. Information in response to this item is incorporated herein by reference to "Election of Directors" in Edac's definitive Proxy Statement for its 2001 Annual Meeting of Shareholders ("Edac's 2001 Proxy Statement"), which will be filed within 120 days after the end of Edac's fiscal year ended December 30, 2000. ITEM 11. EXECUTIVE COMPENSATION. Information in response to this item is incorporated herein by reference to "Executive Compensation" in Edac's 2001 Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. Information in response to this item is incorporated herein by 7 reference to "Security Ownership" in Edac's 2001 Proxy Statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. NONE. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K. (a) Documents filed: 1. Financial Statements. The financial statements required to be filed by Item 8 hereof have been incorporated by reference to Edac's 2000 Annual Report to Shareholders and consist of the following: Report of Independent Public Accountants Consolidated Statements of Operations -- Years Ended December 30, 2000, January 2, 2000 and January 2, 1999. Consolidated Balance Sheets -- As of December 30, 2000 and January 1, 2000. Consolidated Statements of Cash Flows--Years ended December 30, 2000, January 1, 2000 and January 2, 1999. Consolidated Statements of Changes in Shareholders' Equity--Years ended December 30, 2000, January 1, 2000 and January 2, 1999. Notes to Consolidated Financial Statements. 2. Financial statement schedule. The following financial statement schedule of Edac is included in Item 14(d) hereof: Report of Independent Public Accountants on Schedule Schedule II: Valuation and qualifying accounts 8 All other schedules for which provisions are made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. (b) Reports on Form 8-K Edac did not file any reports on Form 8-K during the last quarter of the period covered by this Form 10-K. (c) Exhibits: See Exhibit Index included as the last part of this Report, which Index is incorporated herein by this reference. (d) Financial Statements and Schedules Refer to Item 14(a) above for listing of financial statements and schedule. 9 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Shareholders and Board of Directors of Edac Technologies Corporation: We have audited in accordance with auditing standards generally accepted in the United States, the financial statements included in Edac Technologies Corporation's annual report to shareholders incorporated by reference in this Form 10-K, and have issued our report thereon dated February 9, 2001, except for the matter discussed in Note K as to which the date is March 29, 2001. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. The schedule presented on Schedule II of this Form 10-K is the responsibility of the Company's management and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic financial statements taken as a whole. This schedule has been subjected to the auditing procedures applied in the audit of the basic consolidated financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic consolidated financial statements taken as a whole. /s/Arthur Andersen LLP Hartford, Connecticut February 9, 2001 10 - - ------------------------------------------------------------------------------------------------------------------------------------ COL. A COL. B COL. C COL. D COL. E - - ------------------------------------------------------------------------------------------------------------------------------------ ADDITIONS Charged Balance Charged to Other Balance at Beginning to Costs Accounts- Deductions at End DESCRIPTION of Year and Expenses Describe Describe of Year - - ------------------------------------------------------------------------------------------------------------------------------------ YEAR ENDED DECEMBER 30, 2000: Reserves and allowances deducted from asset accounts: Allowance for doubtful accounts ............... $ 207,000 $ 13,474 0(1) $ 20,474 $ 200,000 Allowance for excess and obsolete inventory and loss contracts .... 1,029,000 56,498 0(3) 30,498 1,055,000 Reserve for certain machinery and equipment held for sale ......... 600,000 0 0(4) 220,057 379,943 YEAR ENDED JANUARY 1, 2000: Reserves and allowances deducted from asset accounts: Allowance for doubtful accounts ............... 160,000 71,959 0(1) 24,959 207,000 Allowance for excess and obsolete inventory and loss contracts .... 409,000 1,029,000 0(3) 409,000 1,029,000 Reserve for certain machinery and equipment held for sale ......... 0 600,000 0 0 600,000 YEAR ENDED JANUARY 2, 1999: Reserves and allowances deducted from asset accounts: Allowance for doubtful accounts ............... 125,000 55,657(2) 60,000(1) 80,657 160,000 Allowance for excess and obsolete inventory and loss contracts .... 300,000 109,000 0 0 409,000 (1) Represents write-off of specific accounts receivable. (2) Result of Apex Machine Tool Company Inc. acquisition on June 30, 1998. (3) Represents disposition of inventory reserved against. (4) Represents disposition of equipment reserved against. 11 SIGNATURES Pursuant to the requirements of section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf on March 26, 2001 by the undersigned, thereunto duly authorized. EDAC TECHNOLOGIES CORPORATION BY /s/Richard A. Dandurand ---------------------------- Richard A. Dandurand, Chief Executive Officer Each person whose signature appears below hereby appoints Richard A. Dandurand and Ronald G. Popolizio, and each of them individually, his true and lawful attorney-in-fact, with power to act with or without the other and with full power of substitution and resubstitution, in any and all capacities, to sign any and all amendments to the Form 10-K and file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signatures Title Date /s/Richard A. Dandurand Chief Executive Officer March 26, 2001 - - ------------------------------ and a Director Richard A. Dandurand /s/John J. DiFrancesco Chairman of the Board March 29, 2001 - - ------------------------------ John J. DiFrancesco /s/Ronald G. Popolizio Executive Vice President March 26, 2001 - - ------------------------------ and Chief Financial Officer Ronald G. Popolizio (Principal Financial and Accounting Officer) 12 Signatures Title Date /s/George Fraher Director March 27, 2001 - - ------------------------------ George Fraher /s/Robert J. Gilchrist Director March 26, 2001 - - ------------------------------ Robert J. Gilchrist /s/John M. Kucharik Director March 29, 2001 - - ------------------------------ John M. Kucharik /s/Stephen J. Raffay Director March 26, 2001 - - ------------------------------ Stephen J. Raffay /s/Daniel C, Tracy Director March 26, 2001 - - ------------------------------ Daniel C. Tracy 13 EXHIBIT INDEX Exhibit Sequential Number Page Number - - ------ ----------- 3.1 Edac's Amended and Restated (1) Articles of incorporation 3.2 Edac's By-Laws (5) 4.1 Edac's Amended and Restated (1) Articles of incorporation 4.2 Sections of Edac's By-Laws (5) 10.1 Consulting Agreement between (1) Gros-Ite and William Giannone 10.2 Gros-Ite division Pension Plan (1) 10.3 Edac Technologies Corporation (2) Employee Stock Ownership Trust, effective May 1, 1989 10.4 $700,000 Limited Recourse Term (2) Promissory Note dated May 12, 1989 between the Plan and CNB 10.5 Edac Technologies Corporation (3) 1991 Stock Option Plan 10.6 $4,000,000 Term Promissory Note (4) dated March 22, 1993 between Edac and Shawmut 10.7 Construction to Permanent Loan (5) Promissory Note 10.8 Open-End Construction to Permanent (5) Mortgage Deed 10.9 Sixth Amendment to Revolving Loan, (5) Term Loan, Equipment Loan and Security Agreement 10.10 Modification of Construction to (5) Permanent Loan Promissory Note and Open-End Construction to Permanent Mortgage Deed 14 10.11 Seventh Amendment to Revolving Loan, (5) Term Loan, Equipment Loan and Security Agreement and Reaffirmation of Guarantees 10.12 Eighth Amendment to Revolving Loan, (5) Term Loan, Equipment Loan and Security Agreement and Reaffirmation of Guarantees, Modification of Notes and Reaffirmation of Guarantees 10.13 Seventh Modification Agreement to (5) Open-End Mortgage Deed 10.14 Second Modification of Construction (5) to Permanent Loan Promissory Note and Open-End Construction to Permanent Mortgage Deed 10.15 Edac Technologies Corporation (6) 1996 Stock Option Plan 10.16 Ninth Amendment to Revolving loan, Term (7) Loan, Equipment Loan and Security Agreement, Modification of Notes and Reaffirmation of Guarantees dated as of March 27, 1997 by and between Edac and Fleet National Bank 10.17 Amended and Restated Revolving Promissory (7) Note dated of as of March 27, 1997 by and between Edac and Fleet National Bank 10.18 Equipment Promissory Note III dated as of March (7) 27, 1997 by and between Edac and Fleet National Bank 10.19 Amended and Restated Promissory Note dated March (7) 27, 1997 by and between Edac and Fleet National Bank 10.20 Eighth Modification Agreement to Open-End (7) Mortgage Deed dated March 27, 1997 by and between Edac and Fleet National Bank 10.21 Third Modification of Construction to (7) Permanent Loan Promissory Note and Open-End Construction to Permanent Mortgage Deed dated March 27, 1997 by and between Edac and Fleet National Bank 10.22 Asset Purchase Agreement dated as of May 13, 1998 (8) by and among Edac, Apex Acquisition Corp., Apex 15 Machine Tool Company, Inc., Gerald S. Biondi, James G. Biondi and Michael Biondi. 10.23 Purchase Agreement dated as of May 13, 1998 by and (8) between Edac, Gerald S. Biondi, James G. Biondi and Michael Biondi providing for the acquisition of the real estate located at 17 and 21 Spring Lane, Farmington, Connecticut. 10.24 Guaranty Agreement dated as of June 30, 1998 by and (8) among Edac, as guarantor, Apex Acquisition Corporation, Gerald S. Biondi, James G. Biondi and Michael Biondi pursuant to which Edac has guaranteed all of the obligations of Apex Acquisition Corporation under the real estate purchase agreement. 10.25 Promissory note payable by Apex Acquisition Corporation (8) to Gerald S. Biondi, James G. Biondi and Michael Biondi under the real estate purchase agreement. 10.26 Purchase agreement dated as of May 13, 1998 by and (8) between Edac, Gerald S. Biondi and James G. Biondi providing for the acquisition, after the satisfaction of certain pre-closing conditions, by Edac Technologies Corporation or its wholly-owned subsidiary of the property located at 55 Spring Lane, Farmington, Connecticut. 10.27 Eleventh Amendment to Loans and Security Agreement, (8) Modification of Notes and Reaffirmation of Guaranties dated as of June 30, 1998 by and among Fleet National Bank, Edac, Gros-Ite Industries, Inc. and Apex Acquisition Corporation. 10.28 Second Amended and Restated Promissory Note dated as (8) of June 30, 1998 in the original principal amount of $13 million payable by Edac Technologies Corporation to Fleet National Bank. 10.29 Term Promissory Note dated June 30, 1998 in the (8) principal amount of $14 million payable by Edac to Fleet National Bank. 10.30 Fourth Modification of Construction to Permanent Loan (8) Promissory Note and Open-End Construction to Permanent Mortgage Deed dated as of June 30, 1998 by and among Edac and Fleet National Bank. 10.31 Ninth Modification Agreement to Open-End Mortgage Deed (8) dated as of June 30, 1998 by and between Edac and Fleet National Bank. 16 10.32 Guaranty Agreement dated as of June 30, 1998 from each (8) of Apex Acquisition Corporation and Gros-Ite Industries, Inc. to Fleet National Bank. 10.33 Open-End Mortgage Deed, Security Agreement, Collateral (8) Assignment of Rents and Financing Statement dated as of June 30, 1998 by and between Edac and Fleet National Bank. 10.34 Security Agreement dated as of June 30, 1998 by and (8) between Apex Acquisition Corporation and Fleet National Bank. 10.35 Hazardous Substances Indemnity Agreement dated as of (8) June 30, 1998 by and among Edac, Apex Acquisition Corporation, Gros-Ite Industries, Inc. and Fleet National Bank. 10.36 Agreement Regarding Purchase Price Adjustments dated (9) September 24, 1998 by and between Edac, Apex Machine Tool Company, Inc., Biondi Tool Company, Inc., Gerald S. Biondi, James G. Biondi and Michael Biondi. 10.37 Edac Technologies Corporation 1998 Stock Option Plan (10) 10.38 Tenth Amendment to Revolving Loan, Term (10) Loan, Equipment Loan and Security Agreement, Modification of Notes and Reaffirmation of Guarantees 10.39 Equipment Promissory Note IV (10) 10.40 Twelfth Amendment to Loans and Security (10) Agreement,Modification of Notes and Reaffirmation of Guaranties 10.41 Employment contract, dated November 20, 1998, (10) between Edac and Edward J. McNerney 10.42 Change of Control Agreement, dated January 29, (11) 1999, between Edac Technologies Corporation and Ronald G. Popolizio 10.43 Employment contract, dated June 23, 1999, (12) between Edac and Ronald G. Popolizio 10.44 Termination and Release Agreement, dated October (13) 22, 1999, between Edac and Edward J. McNerney 10.45 Forbearance Agreement dated as of October 29, (13) 1999 by and between Edac and Fleet National 17 Bank 10.46 Third Amended and Restated Revolving Promissory (13) Note dated as of October 29, 1999 by and between Edac and Fleet National Bank 10.47 First Amendment To Forbearance Agreement dated as (14) of December 30, 1999 by and between Edac and Fleet National Bank 10.48 Stock Pledge Agreement dated as of (14) January 26, 2000 by and between Edac and Fleet National Bank 10.49 Second Amendment to Forbearance Agreement (14) dated as of April 30, 2000 by and between Edac and Fleet National Bank 10.50 Third Amendment to Forbearance Agreement (14) dated as of June 3, 2000 by and between Edac and Fleet National Bank 10.51 Fourth Amendment to Forbearance Agreement (14) Dated July 31, 2000 by and between Edac and Fleet National Bank 10.52 Agreement for Extension of Expiration Date (14) Pegos Machine Corp. dated as of March 31, 2000 10.53 Second Agreement for Extension of Expiration (14) Date Pegos Machine Corp. dated as of May 31, 2000 10.54 Third Agreement for Extension of Expiration (14) Date Pegos Machine Corp. dated as of July 31, 2000 10.55 Consulting Agreement between John DiFrancesco (14) and Edac dated June 1, 2000 10.56 Fifth Amendment to Forbearance Agreement (15) dated as of August 11, 2000 by and between Edac and Fleet National Bank 10.57 Sixth Amendment to Forbearance Agreement (15) dated as of August 22, 2000 by and between Edac and Fleet National Bank 10.58 Seventh Amendment to Forbearance Agreement (15) Dated September 7, 2000 by and between Edac 18 and Fleet National Bank 10.59 Fourth Agreement for Extension of Expiration Date (15) Pegos Machine Corp. dated as of August 11, 2000 10.60 Fifth Agreement for Extension of Expiration (15) Date Pegos Machine Corp. dated as of August 22, 2000 10.61 Sixth Agreement for Extension of Expiration (15) Date Pegos Machine Corp. dated as of September 7, 2000 10.62 Loan and Security Agreement dated September 29, 2000 (15) among General Electric Capital Corp., Edac and Apex Machine Tool Company Inc. as borrowers 10.63 Leading Borrower's and Second Borrower's Revolving (15) Credit Notes dated as of September 29, 2000 by and between General Electric Capital Corporation and Edac 10.64 Term Note A-1 dated September 29, 2000 by and between (15) General Electric Capital Corporation and Edac Technologies Corporation 10.65 Term Note A-2 dated September 29, 2000 by and between (15) General Electric Capital Corporation and Apex Machine Tool Company, Inc. 10.66 Pledge Agreement dated September 29, 2000 by and (15) between General Electric Capital Corporation and Edac 10.67A Escrow and Forbearance Agreement dated (15) September 29, 2000 by and between Fleet National Bank and Edac 10.67B Amended and Restated Term Note dated (15) September 29, 2000 by and between Fleet National Bank and Edac 10.67C Security Agreement dated September 29, 2000 by and (15) between Fleet National Bank and Edac 10.67D Mortgage Modification Agreement dated (15) September 29, 2000 by and between Fleet National Bank and Edac 10.68 Intercreditor and Subordination Agreement dated (15) September 29, 2000 by and between Fleet National Bank, General Electric Capital Corp. and Edac 19 10.70 Agreement for the Purchase and Sale of Real Estate Dated September 28, 2000 by and between Edac and Globe Corporation 10.71 Edac Technologies Corporation 2000 Stock Option Plan 10.72 Edac Technologies Corporation 2000-B Stock Option Plan 10.73 Employment contract between Edac and Richard A. Dandurand dated December 1, 2000 10.74 Change of Control Agreement dated December 1, 2000 between Edac and Richard A. Dandurand 10.75 Second Amendment of Note dated December 28, 2000 by and among Apex Acquisition Corp. and Gerald S. Biondi, James G. Biondi and Michael Biondi. 11 Earnings per share information has been incorporated by reference to Edac's 2000 Annual Report to Shareholders 13 Edac's 2000 Annual Report to Shareholders 21 Subsidiaries 23 Consent of Arthur Andersen LLP, independent public accountants 24 Power of Attorney (16) (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, 1989. (3) Exhibit incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1991. (4) Exhibit incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1993. (5) Exhibit incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1995. (6) Exhibit incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1996. 20 (7) Exhibit incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997. (8) Exhibit incorporated by reference to the Company's Current Report on Form 8-K dated June 30, 1998. (9) Exhibit incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended July 4, 1998. (10) Exhibit incorporated by reference to the Company's Annual Report on Form 10-K for the year ended January 2, 1999. (11) Exhibit incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended April 3, 1999. (12) Exhibit incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended July 3, 1999. (13) Exhibit incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended October 2, 1999. (14) Exhibit incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended July 1, 2000. (15) Exhibit incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000. (16) Included as part of the signature page hereof.