1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 June 30, 2001
--------------------
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
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 August 8, 2001 there were outstanding 4,346,038 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
June 30 December 30
2001 2000
(Unaudited) (Note)
------------- -----------
ASSETS
CURRENT ASSETS:
Cash $ 271,794 $ 246,711
Trade accounts receivable 6,651,744 5,984,839
Inventories 6,278,014 7,007,664
Prepaid expenses and other 619,795 601,668
Deferred income taxes 2,028,649 2,028,649
----------- -----------
TOTAL CURRENT ASSETS 15,849,996 15,869,531
PROPERTY, PLANT, AND EQUIPMENT 27,025,489 26,643,375
less-accumulated depreciation 12,573,292 11,565,270
----------- -----------
14,452,197 15,078,105
OTHER ASSETS:
Goodwill 10,523,301 10,665,525
Other 40,001 312,345
----------- -----------
$40,865,495 $41,925,506
=========== ===========
Note: The balance sheet at December 30, 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
June 30 December 30
2001 2000
(Unaudited) (Note)
------------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving lines of credit $ 3,446,798 $ 6,037,326
Current portion of long-term debt
and capital lease obligation 1,834,235 1,772,410
Trade accounts payable 2,298,638 2,758,069
Employee compensation and
amounts withheld 1,625,464 1,225,135
Accrued expenses 2,242,801 2,542,033
----------- -----------
TOTAL CURRENT LIABILITIES 11,447,936 14,334,973
LONG-TERM DEBT AND CAPITAL LEASE
OBLIGATION, less current portion 18,145,650 19,948,892
OTHER LIABILITIES 64,268 176,768
DEFERRED INCOME TAXES 2,029,000 2,029,000
SHAREHOLDERS' EQUITY:
Common stock, par value $.0025 per
share; 10,000,000 shares authorized;
issued and outstanding - 4,346,038
on June 30, 2001 and 4,269,080
on December 30, 2000 10,865 10,673
Additional paid-in-capital 9,240,295 9,153,941
Accumulated deficit (72,519) (3,728,741)
----------- -----------
9,178,641 5,435,873
$40,865,495 $41,925,506
=========== ===========
Note: The balance sheet at December 30, 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 three months ended Six months ended
------------------------------ ---------------------------
June 30 July 1 June 30 July 1
2001 2000 2001 2000
----------- ----------- ----------- -----------
Sales $11,280,838 $12,125,672 $23,608,517 $24,283,560
Cost of sales 9,203,768 10,213,821 19,167,712 20,531,958
----------- ----------- ----------- -----------
Gross profit 2,077,070 1,911,851 4,440,805 3,751,602
Selling, general and administrative
expenses 1,561,481 1,278,256 2,738,993 2,532,425
----------- ----------- ----------- -----------
Income from operations 515,589 633,595 1,701,812 1,219,177
Non-operating income (expense):
Interest expense (284,744) (846,002) (685,455) (1,564,192)
Other (1,037) (7,398) 23,249 23,182
----------- ----------- ----------- -----------
(285,781) (853,400) 662,206 (1,541,010)
Income (loss) before income
taxes, extraordinary gain
and cumulative effect of
adoption of SAB 101 229,808 (219,805) 1,039,606 (321,833)
Provision for Income taxes 45,238 - 205,618 -
----------- ----------- ----------- -----------
Income (loss) before
extraordinary gain and
cumulative effect of
adoption of SAB 101 184,570 (219,805) 833,988 (321,833)
Extraordinary gain
net of tax - - 2,822,234 -
Cumulative effect of
adoption of SAB 101 - - - (223,843)
----------- ----------- ----------- -----------
Net income (loss) $ 184,570 $ (219,805) $ 3,656,222 $ (545,676)
=========== =========== =========== ===========
Basic per common share data (Note A):
Income (loss) before
extraordinary gain and
cumulative effect of
adoption of SAB 101 0.04 (0.05) 0.19 (0.08)
Extraordinary gain - - 0.66 -
Cumulative effect of
adoption of SAB 101 - - - (0.05)
----------- ----------- ----------- -----------
Net income (loss) $ 0.04 $ (0.05) $ 0.85 $ (0.13)
=========== =========== =========== ===========
Diluted per common share data (Note A):
Income (loss) before
extraordinary gain and
cumulative effect of
adoption of SAB 101 0.04 (0.05) 0.18 (0.08)
Extraordinary gain - - 0.62 -
Cumulative effect of
adoption of SAB 101 - - - (0.05)
----------- ----------- ----------- -----------
Net income (loss) $ 0.04 $ (0.05) $ 0.80 $ (0.13)
=========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
5
EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
------------------------------
June 30 July 1
2001 2000
------------ -----------
Operating Activities:
Net income (loss) $ 3,656,222 $ (545,676)
Depreciation and amortization 1,183,332 1,191,603
Forgiveness of debt (2,822,234) -
Changes in working capital items (1,038,496) 386,733
Other (126,332) (101,892)
----------- -----------
Net cash provided by
operating activities 852,492 930,768
----------- -----------
Investing Activities:
Additions to property, plant and equipment (166,057) (69,683)
Proceeds from sales of property
plant and equipment 34,275 475,800
Other (71,848) -
----------- -----------
Net cash (used in) provided by
investing activities (203,630) 406,117
----------- -----------
Financing Activities:
Increase in revolving line of credit 136,637 1,074,084
Payments of long term debt (2,838,964) (1,821,385)
Borrowings of long-term debt 2,000,000 -
Proceeds from exercise of options
for common stock 78,548 -
Financing costs - (62,250)
----------- -----------
Net cash used in financing activities (623,779) (809,551)
----------- -----------
Increase in cash 25,083 527,334
Cash at the beginning of period 246,711 145,386
----------- -----------
Cash at end of period $ 271,794 $ 672,720
=========== ===========
Supplemental Disclosure of
Cash Flow Information:
Interest paid $ 710,145 $ 1,450,790
Income taxes paid (refunded) $ 510,000 $ (533,672)
Non-Cash Transaction:
Capital lease obligation $ 255,000 -
The accompanying notes are an integral part of these condensed consolidated
financial statements.
6
EDAC TECHNOLOGIES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2001
NOTE A - FINANCIAL CONDITION AND BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the accounting principles generally accepted in the
United States 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 accounting principles generally
accepted in the United States 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 six month
period ended June 30, 2001 are not necessarily indicative of the results that
may be expected for the year ending December 29, 2001. 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 December 30, 2000.
On March 29, 2001, the Company entered into an asset purchase agreement
providing for the sale of substantially all of the assets related to the
Engineered Precision Components division for approximately $6.4 million. The
sale was not approved by the Company's shareholders at the July 5, 2001 annual
meeting, and the Company and the proposed buyer terminated the asset purchase
agreement. Accordingly, the Company wrote-off $451,000 of costs associated with
the proposed transaction in the second quarter of 2001. Such costs are included
in selling, general and administrative expenses in the condensed consolidated
statements of operations. The Company is not currently seeking buyers for this
division and plans to operate the division as a continuing operation.
Inventories: Inventories are stated at the lower of cost (first-in, first-out
method) or market. As of June 30, 2001 and December 30, 2000, inventories
consisted of the following:
June 30, December 30,
2001 2000
---------- -----------
Raw materials $ 887,443 $ 1,117,616
Work-in-progress 4,217,760 4,631,698
Finished goods 2,227,588 2,313,295
---------- -----------
7,332,791 8,062,609
Reserve for excess and obsolete (1,054,777) (1,054,945)
---------- -----------
Inventories $6,278,014 $ 7,007,664
========== ===========
Income (Loss) Per Share: The number of shares used in the income (loss) per
common share computation for the three and six month periods ended June 30, 2001
and July 1, 2000 are as follows:
7
Three months ended Six months ended
--------------------------- --------------------------
June 30, July 1, June 30, July 1,
2001 2000 2001 2000
------------ ----------- ------------ -----------
Basic:
Average common
shares outstanding 4,340,385 4,269,080 4,323,899 4,269,080
Diluted:
Dilutive effect of stock options 298,900 - 255,839 -
--------- --------- --------- ---------
Average shares diluted 4,639,285 4,269,080 4,579,738 4,269,080
========= ========= ========= =========
Options to purchase 316,700 shares of common stock were not included in the
computation of earnings per share for the quarter ended June 30, 2001 because
the option exercise prices were greater than the average market price of the
common stock. Options to purchase 523,157 shares of common stock were not
included in the computation of income (loss) per share for the three and six
month periods ended July 1, 2000 since their effect was antidilutive.
Comprehensive Income (Loss): Comprehensive income (loss) is the same as net
income (loss) for the quarters and six month periods ended June 30, 2001 and
July 1, 2000.
Restatement: In the fourth quarter of 2000, the Company adopted SAB 101,
"Revenue Recognition in Financial Statements" effective January 2, 2000. The
cumulative effect of adopting SAB 101 was a charge to earnings of $223,843. The
accompanying condensed consolidated financial statements for the three and six
months ended July 1, 2000 have been restated to reflect the adoption of SAB 101
effective January 2, 2000.
Derivatives: Effective December 31, 2000, the Company adopted SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities", as amended,
which had no effect since the Company does not have any derivative instruments.
New Accounting Standards: In July 2001, the Financial Accounting Standards Board
(FASB) issued SFAS No. 141, "Business Combinations" ("SFAS No. 141") which will
eliminate the pooling of interest method of accounting for acquisitions. SFAS
No. 141 is effective for all acquisitions initiated after June 30, 2001. This
standard is not expected to have any effect on the Company.
In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." Upon the adoption of SFAS No. 142, goodwill is no longer subject to
amortization over its estimated useful life. Instead, SFAS No. 142 requires that
goodwill be evaluated at least annually for impairment by applying a
fair-value-based test and, if impairment occurs, the amount of impaired goodwill
must be written off immediately. SFAS No. 142 will become effective December 30,
2001 for the Company. Upon the adoption of SFAS No. 142, the Company will no
longer record amortization of goodwill. This adoption will eliminate annual
goodwill amortization of approximately
8
$285,000 commencing with fiscal 2002. During the six months ended June 30, 2001,
the Company recorded $142,000 of amortization related to goodwill. The Company
is required to apply the initial fair value test by June 30, 2002. The Company
has not yet determined whether the initial fair value test of the goodwill
reflected in the accompanying condensed consolidated balance sheet will result
in any impairment charges.
NOTE B - SEGMENT INFORMATION
The following amounts are in thousands:
For the three months ended June 30, 2001
----------------------------------------------------------------------------
Engineered Precision Precision Apex
Precision Engineered Large Machine
Components Technologies Machining Tool Co. Total
---------- ------------ ---------- -------- --------
Sales from external customers $4,277 $1,982 $1,195 $3,827 $11,281
Segment (loss) profit (156) 110 168 63 185
For the six months ended June 30, 2001
-------------------------------------------------------------------------------------------------
Engineered Precision Precision Apex
Precision Engineered Large Machine Extraordinary
Components Technologies Machining Tool Co. Gain Total
---------- ------------ ---------- -------- ------------- ----------
Sales from external customers $8,504 $3,886 $2,329 $8,890 $23,609
Segment (loss) profit (147) 190 302 489 2,822 3,656
For the three months ended July 1, 2000
-------------------------------------------------------------------------------
Engineered Precision Precision Apex
Precision Engineered Large Machine
Components Technologies Machining Tool Co. Total
---------- ------------ ---------- -------- --------
Sales from external customers $4,102 $1,534 $1,265 $5,225 $12,126
Segment (loss) profit (291) (53) 144 (20) (220)
9
For the six months ended July 1, 2000
----------------------------------------------------------------------------
Engineered Precision Precision Apex
Precision Engineered Large Machine
Components Technologies Machining Tool Co. Total
---------- ------------ ---------- -------- --------
Sales from external customers $8,245 $3,331 $2,246 $10,462 $24,284
Segment (loss) profit (632) 25 176 (115) (546)
Asset information is unavailable by segment.
NOTE C - FINANCING ARRANGEMENTS
On February 5, 2001, the Company refinanced $2,000,000 due to a former lender
through a mortgage with a local bank. This mortgage is due in 240 monthly
installments of $18,578 including interest at 9.45%. The payment will be
adjusted by the bank every 5 years commencing on March 1, 2006 to reflect
interest at the Five Year Federal Home Loan Bank "Classic Credit Rate" plus
2.75%. As of December 30, 2000, the Company owed the former lender $15,280,297
consisting of $12,553,132 of term debt and $2,727,165 of revolving debt. The
Company paid to the former lender a principal payment of $33,333 on January 11,
2001 in accordance with the forbearance agreement and $1,900,000 from the
proceeds of the $2,000,000 mortgage on February 5, 2001. Concurrent with the
$2,000,000 real estate financing consummated in February 2001, the remaining
principal amount due to the former lender of $13,347,000 along with accrued
interest of $663,000 was reduced to a single principal amount of $7,000,000,
with the principal due in full on September 29, 2004. This new $7 million note
replaces prior notes including the revolving debt with the former lender.
The refinancing resulted in the forgiveness of certain indebtedness and accrued
interest payable to the former lender which was accounted for as a troubled debt
restructuring. Accordingly, the Company recorded an extraordinary gain in the
first quarter of 2001 of $4,224,234 (less related income taxes of $1,402,000),
which amount represents the difference between the carrying value of the
remaining debt to the former lender ($13,686,581, including accrued interest
payable and deferred financing fees) and the total amount of remaining payments
to the former lender, including interest, under the terms of the refinancing of
$9,462,347 (assuming that the entire $7 million remaining is repaid and no
additional amounts are forgiven). In accordance with the accounting for troubled
debt restructurings, no interest expense will be recorded on the $7 million
obligation after February 5, 2001, unless the actual variable rate exceeds
9.50%, since such interest has been considered in determining the amount of the
gain recorded.
Interest on the $7,000,000 note is at the bank's prime rate plus 1% and interest
will not be paid until September 29, 2002 and monthly thereafter. If the Company
prepays an aggregate principal amount of $5,000,000 plus
10
accrued interest on the remaining $7,000,000 anytime prior to October 1, 2003,
the remaining principal of $2,000,000 will be forgiven.
Under the accounting for troubled debt restructurings, the carrying value of the
$7,000,000 note became $9,462,347 on February 5, 2001. This amount includes
estimated interest on the $7 million obligation to maturity of $2,462,347,
calculated at 9.5%, the interest rate in effect at the time of the
restructuring. If the Company were to prepay $5 million of the note on September
30, 2001, an additional gain of $3.9 million would be recorded representing $2
million of debt forgiven and $1.9 million of interest accrued which the Company
would not be liable for. The amount of the additional potential gain decreases
by $169,000 each quarter that the $5 million repayment does not occur. There is
no assurance that the Company will be able to make the prepayment in order to
obtain such a gain or debt forgiveness.
Long-term debt consisted of the following:
6/30/01 12/30/00
----------- -----------
Notes payable due in 35 monthly principal installments
of $122,734 commencing November 1, 2000
with a balloon payment due on September 29, 2003. $6,337,928 $7,118,532
Mortgage due to bank in 240 monthly installments
of $18,578 including interest. 1,989,804 -
Note payable to former lender with principal due in
one payment on September 29, 2004. (1) 9,462,347 -
Notes payable to former lender under forbearance agreement - 12,553,132
Note payable to former shareholders of Apex Machine Tool
Company, Inc. Monthly principal installments of $18,000,
increase to $22,000 on July 1, 2001 and to $25,000 on
January 1, 2002. Interest at 10.12% is paid quarterly
in advance. 1,941,638 2,049,638
Capitalized lease obligation-equipment 248,168 -
----------- ------------
19,979,885 21,721,302
Less - current portion of long-term debt 1,834,235 1,772,410
----------- ------------
$18,145,650 $19,948,892
=========== ===========
(1) Amount includes $2,462,347 of estimated interest recorded in accordance
with accounting for troubled debt restructurings
NOTE D - STOCK BASED COMPENSATION
During the six months ended June 30, 2001, the Company granted options to
purchase 198,500 shares of common stock at a weighted average exercise price of
$1.3125 per share to employees and directors. Additionally, the Company granted
a non-employee an option to purchase 10,000 shares of common stock at an
exercise price of $1.3125 per share. The Company recorded a charge to earnings
of $12,900 related to the grant to the non-employee. The charge was based on a
fair value at the grant date of $12,900 which was determined using the
Black-Scholes valuation model.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Company earned $184,570 or $0.04 per basic and diluted share for the three
months ended June 30, 2001. This is the third consecutive quarter of profitable
results. In the second quarter the Company incurred costs associated with the
terminated sale of its Engineered Precision Components division of $361,000, net
of $90,000 of related income tax. (See Note A) Without this cost, the Company
would have earned $545,570 or $0.12 per diluted share and $0.13 per basic share.
The net income and earnings per share amounts adjusted as though the Company had
not incurred the cost associated with the sale and as if the Company had not
incurred any extraordinary gain are as follows:
Three Six
months ended months ended
June 30, 2001 June 30, 2001
------------- -------------
Net income $ 184,570 $ 3,656,222
Extraordinary gain - (2,822,234)
Sale costs 361,000 361,000
---------- -----------
Net income adjusted $ 545,570 $ 1,194,988
Basic per common share data:
Net income $ 0.04 $ 0.85
Extraordinary gain - (0.65)
Sale costs 0.09 0.08
---------- -----------
Net income adjusted $ 0.13 $ 0.28
Diluted per common share data:
Net income $ 0.04 $ 0.80
Extraordinary gain - (0.62)
Sale costs 0.08 0.08
---------- -----------
Net income adjusted $ 0.12 $ 0.26
Sales. The Company's sales decreased $845,000 or 7.0% and by $675,000 or 2.8%
for the three and six months ended June 30, 2001 compared to the three and six
month periods ended July 1, 2000.
Sales increases (decreases) for the quarter and six months ended June 30, 2001
compared to the three and six month periods ended July 1, 2000 by segment were
as follows:
Three Six
months ended months ended
Segment June 30, 2001 June 30, 2001
------- ------------- -------------
Engineered Precision Components 175,000 259,000
Precision Engineered Technologies 448,000 555,000
Precision Large Machining (70,000) 83,000
Apex Machine Tool Co. (1,398,000) (1,572,000)
12
Sales decreases in the Apex Machine Tool Co. segment reflect lower sales to its
technology based customers. The Company continues to expand its marketing
activities to diversify into non-aerospace markets. As of June 30, 2001, sales
backlog was approximately $34,700,000. 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
$14,600,000 of its June 30, 2001 backlog during the remainder of the 2001 fiscal
year. The remaining $20,100,000 of backlog is deliverable in the fiscal year
2002 and beyond.
Cost of Sales. Cost of sales as a percentage of sales decreased in the 2001
period to 81.6% from 84.2% and to 81.2% from 84.6% for the three and six months
ended June 30, 2001 compared to the three and six month periods ended July 1,
2000. Cost of sales as a percentage of sales decreased primarily due to
increased sales levels to cover fixed manufacturing costs at the Company's
Engineered Precision Components, Precision Engineered Technologies and Precision
Large Turning segments accompanied by decreased compensation and maintenance
costs. The Apex Machine Tool Co. segment also reduced its cost of sales as a
percentage of sales for the six month period ended June 30, 2001 compared to the
six month period ended July 1, 2000, through cost cutting measures partially
offset by lower sales volume.
Selling, General and Administrative Expenses. Selling, general and
administrative costs increased by $283,000 or 22.1% and by $207,000 or 8.2% for
the three and six months ended June 30, 2001 compared to the three and six month
periods ended July 1, 2000. The increase in these costs was due to the write-off
of $451,000 of costs associated with the termination of the sale of the
Company's Engineered Precision Components division in the three months ended
June 30, 2001. Without these costs selling, general and administrative costs
would have decreased $168,000 or 13.1% and by $244,000 or 9.6% for the three and
six months ended June 30, 2001 compared to 2000.
Interest Expense. Interest expense decreased by $561,000 or 66.3% and by
$879,000 or 56.2% for the three and six months ended June 30, 2001 compared to
the three and six month periods ended July 1, 2000. The decreases are due to
lower debt levels as a result of the forgiveness of debt on February 5, 2001,
decreased borrowings, lower interest rates and no interest being recorded on the
$7 million note after February 5, 2001 to the former lender in accordance with
the accounting for troubled debt restructurings. In addition, $124,000 of the
decrease was due to the reversal in the first quarter of 2001 of the unamortized
portion of a gain previously deferred from the sale of interest rate swap
agreements in May 2000.
Liquidity and Capital Resources.
On March 29, 2001, the Company entered into an asset purchase agreement
providing for the sale of substantially all of the assets related to the
Engineered Precision Components division for approximately $6.4 million. The
sale was not approved by the Company's shareholders at the July 5, 2001 annual
meeting, and the Company and the proposed buyer terminated the asset purchase
agreement. Accordingly, the Company wrote-off $451,000 of
13
costs associated with the proposed transaction in the second quarter of 2001.
Such costs are included in selling, general and administrative expenses in the
condensed consolidated statements of operations. The Company is currently not
seeking buyers for this division and plans to operate the division as a
continuing operation.
On February 5, 2001, the Company refinanced $2,000,000 due to a former lender
through a mortgage with a local bank. This mortgage is due in 240 monthly
installments of $18,578 including interest at 9.45%. The payment will be
adjusted by the bank every 5 years commencing on March 1, 2006 to reflect
interest at the Five Year Federal Home Loan Bank "Classic Credit Rate" plus
2.75%. As of December 30, 2000, the Company owed the former lender $15,280,297
consisting of $12,553,132 of term debt and $2,727,165 of revolving debt. The
Company paid to the former lender a principal payment of $33,333 on January 11,
2001 in accordance with the forbearance agreement and $1,900,000 from the
proceeds of the $2,000,000 mortgage on February 5, 2001. Concurrent with the
$2,000,000 real estate financing consummated in February 2001, the remaining
principal amount due to the Former Lender of $13,347,000 along with accrued
interest of $663,000 was reduced to a single principal amount of $7,000,000,
with the principal due in full on September 29, 2004. This new $7 million note
replaces prior notes including the revolving debt with the former lender.
The refinancing resulted in the forgiveness of certain indebtedness and accrued
interest payable to the former lender which was accounted for as a troubled debt
restructuring. Accordingly, the Company recorded an extraordinary gain in the
first quarter of 2001 of $4,224,234 (less related income taxes of $1,402,000),
which amount represents the difference between the carrying value of the
remaining debt to the former lender ($13,686,581, including accrued interest
payable and deferred financing fees) and the total amount of remaining payments
to the former lender, including interest, under the terms of the refinancing of
$9,462,347 (assuming that the entire $7 million remaining is repaid and no
additional amounts are forgiven). In accordance with the accounting for troubled
debt restructurings, no interest expense will be recorded on the $7 million
obligation after February 5, 2001, unless the actual variable rate exceeds
9.50%, since such interest has been considered in determining the amount of the
gain recorded.
Interest on the $7,000,000 note is at the bank's prime rate plus 1% and interest
will not be paid until September 29, 2002 and monthly thereafter. If the Company
prepays an aggregate principal amount of $5,000,000 plus accrued interest on the
remaining $7,000,000 anytime prior to October 1, 2003, the remaining principal
of $2,000,000 will be forgiven.
Under the accounting for troubled debt restructurings, the carrying value of the
$7,000,000 note became $9,462,347 on February 5, 2001. This amount includes
estimated interest on the $7 million obligation to maturity of $2,462,347,
calculated at 9.5%, the interest rate in effect at the time of the
restructuring. If the Company were to prepay $5 million of the note on September
30, 2001, an additional gain of $3.9 million would be recorded representing $2
million of debt forgiven and $1.9 million of interest accrued which the Company
would not be liable for. The amount of the additional potential gain decreases
by $169,000 each quarter that the $5 million repayment does not occur. There is
no assurance that the
14
Company will be able to make the prepayment in order to obtain such a gain or
debt forgiveness.
Working capital as of June 30, 2001 has increased by $2,868,000 since December
30, 2000, of which $1,988,000 was due to the forgiveness of debt and accrued
interest by the Company's former lender.
Net cash provided by operating activities of $852,492 for the six months ended
June 30, 2001, resulted primarily from earnings offset partially by lower
accounts payable and higher accounts receivable.
Net cash used in investing activities of $203,630 for the six months ended June
30, 2001, consisted primarily of expenditures for machinery and computer
equipment.
Net cash used in financing activities of $623,779 for the six months ended June
30, 2001, resulted primarily from bank repayments.
Management believes that the funds generated from operations and its credit
facility will be sufficient to meet the Company's cash requirements for 2001.
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 adequacy of the Company's revolving credit facility and other
sources of capital; and other factors discussed in this report and in the
Company's annual report on Form 10-K for the year ended December 30, 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
(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
August 10, 2001 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)
(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.