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 September 29, 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
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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
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(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 2, 2001 there were outstanding 4,346,038 shares of
the Registrant's Common Stock, $0.0025 par value per share.
PART 1 FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
September 29 December 30
2001 2000
(Unaudited) (Note)
------------ ---------------
ASSETS
CURRENT ASSETS:
Cash $ 298,802 $ 246,711
Trade accounts receivable 6,500,149 5,984,839
Inventories 5,976,250 7,007,664
Prepaid expenses and other 536,872 601,668
Deferred income taxes 2,028,649 2,028,649
----------- -----------
TOTAL CURRENT ASSETS 15,340,722 15,869,531
PROPERTY, PLANT, AND EQUIPMENT 27,108,735 26,643,375
less-accumulated depreciation 13,056,607 11,565,270
----------- -----------
14,052,128 15,078,105
OTHER ASSETS:
Goodwill 10,452,189 10,665,525
Other 35,000 312,345
----------- -----------
$39,880,039 $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.
EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
September 29 December 30
2001 2000
(Unaudited) (Note)
--------------- --------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving lines of credit $ 2,693,549 $ 6,037,326
Current portion of long-term debt
and capital lease obligation 2,679,049 1,772,410
Trade accounts payable 2,474,722 2,758,069
Employee compensation and
amounts withheld 1,649,774 1,225,135
Accrued expenses 1,908,235 2,542,033
------------ ------------
TOTAL CURRENT LIABILITIES 11,405,329 14,334,973
LONG-TERM DEBT AND CAPITAL LEASE
OBLIGATION, less current portion 16,848,467 19,948,892
OTHER LIABILITIES -- 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 September 29, 2001 and 4,269,080
on December 30, 2000 10,865 10,673
Additional paid-in-capital 9,240,295 9,153,941
Retained earnings
(accumulated deficit) 346,083 (3,728,741)
------------ ------------
9,597,243 5,435,873
$ 39,880,039 $ 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.
EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For the three months ended Nine months ended
-------------------------- -----------------
September 29 September 30 September 29 September 30
2001 2000 2001 2000
-------- --------- --------- --------
Sales $ 10,753,279 $ 11,024,808 $ 34,361,796 $ 35,308,368
Cost of sales 9,033,130 9,410,126 28,200,842 29,942,084
------------ ------------ ------------ ------------
Gross profit 1,720,149 1,614,682 6,160,954 5,366,284
Selling, general and
and administrative
expenses 1,022,271 1,233,196 3,761,264 3,765,621
------------ ------------ ------------ ------------
Income from operations 697,878 381,486 2,399,690 1,600,663
Non-operating income
(expense):
Interest expense (250,053) (910,928) (935,508) (2,475,120)
Other 76,485 (62,291) 99,734 (39,109)
------------ ------------ ------------ ------------
(173,568) (973,219) (835,774) (2,514,229)
Income (loss) before income
taxes, extraordinary gain
and cumulative effect of
adoption of SAB 101 524,310 (591,733) 1,563,916 (913,566)
Provision for
Income taxes 105,708 -- 311,326 --
------------ ------------ ------------ ------------
Income (loss) before
extraordinary gain and
cumulative effect of
adoption of SAB 101 418,602 (591,733) 1,252,590 (913,566)
Extraordinary gain
net of tax -- -- 2,822,234 --
Cumulative effect of
adoption of SAB 101 -- -- -- (223,843)
------------ ------------ ------------ ------------
Net income (loss) $ 418,602 $ (591,733) $ 4,074,824 $ (1,137,409)
============ ============ ============ ============
Basic per common share data (Note A):
Income (loss) before
extraordinary gain and
cumulative effect of
adoption of SAB 101 0.10 (0.14) 0.29 (0.22)
Extraordinary gain -- -- 0.65 --
Cumulative effect of
adoption of SAB 101 -- -- -- (0.05)
------------ ------------ ------------ ------------
Net income (loss) $ 0.10 $ (0.14) $ 0.94 $ (0.27)
============ ============ ============ ============
Diluted per common share data (Note A):
Income (loss) before
extraordinary gain and
cumulative effect of
adoption of SAB 101 0.09 (0.14) 0.27 (0.22)
Extraordinary gain -- -- 0.62 --
Cumulative effect of
adoption of SAB 101 -- -- -- (0.05)
------------ ------------ ------------ ------------
Net income (loss) $ 0.09 $ (0.14) $ 0.89 $ (0.27)
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
-------------------------------
September 29 September 30
2001 2000
--------- ---------
Operating Activities:
Net income (loss) $ 4,074,824 $(1,137,409)
Depreciation and amortization 1,764,705 1,783,995
Forgiveness of debt (2,822,234) --
Changes in working capital items (636,386) 547,305
Other (190,600) 75,254
----------- -----------
Net cash provided by
operating activities 2,190,309 1,269,145
----------- -----------
Investing Activities:
Additions to property, plant
and equipment (271,248) (95,777)
Proceeds from sales of property
plant and equipment 34,275 475,800
Other (71,848) --
----------- -----------
Net cash (used in) provided by
investing activities (308,821) 380,023
----------- -----------
Financing Activities:
(Decrease)increase in revolving
line of credit (616,612) 508,582
Payments of long term debt (3,291,333) (9,085,725)
Borrowings of long-term debt 2,000,000 7,364,000
Proceeds from exercise of options
for common stock 78,548 --
Financing costs -- (196,530)
----------- -----------
Net cash used in
financing activities (1,829,397) (1,409,673)
----------- -----------
Increase in cash 52,091 239,495
Cash at beginning of period 246,711 145,386
----------- -----------
Cash at end of period $ 298,802 $ 384,881
=========== ===========
Supplemental Disclosure of
Cash Flow Information:
Interest paid $ 970,472 $ 2,304,798
Income taxes paid (refunded) $ 840,000 $ (533,672)
Non-Cash Transaction:
Capital lease obligation $ 255,000 --
The accompanying notes are an integral part of these condensed consolidated
financial statements.
EDAC TECHNOLOGIES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 29, 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 nine month
period ended September 29, 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 September 29, 2001 and December 30, 2000, inventories
consisted of the following:
September 29, December 30,
2001 2000
---- ----
Raw materials $1,127,335 $1,117,616
Work-in-progress 3,967,416 4,631,698
Finished goods 1,933,347 2,313,295
--------- ---------
7,028,098 8,062,609
Reserve for excess
and obsolete (1,051,848) (1,054,945)
--------- ---------
Inventories $5,976,250 $7,007,664
========= ==========
Income (Loss) Per Share: The number of shares used in the income (loss) per
common share computation for the three and nine month periods ended September
29, 2001 and September 30, 2000 are as follows:
Three months ended Nine months ended
--------------------------- ------------------------------
September 29, September 30, September 29, September 30,
2001 2000 2001 2000
------------ ------------ ------------ ------------
Basic:
Average common
shares outstanding 4,346,038 4,269,080 4,331,279 4,269,080
Diluted:
Dilutive effect of
stock options 217,048 - 243,026 -
---------- ---------- --------- ---------
Average shares diluted 4,563,086 4,269,080 4,574,305 4,269,080
========== ========== ========= =========
Options to purchase 289,200 and 239,200 shares of common stock were not included
in the computation of income(loss) per share for the three months and nine
months ended September 29, 2001, respectively, because the option exercise
prices were greater than the average market price of the common stock. Options
to purchase 884,658 shares of common stock were not included in the computation
of income (loss) per share for the three and nine month periods ended September
30, 2000 since their effect was antidilutive.
Comprehensive Income (Loss): Comprehensive income (loss) is the same as net
income (loss) for the quarters and nine month periods ended September 29, 2001
and September 30, 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 nine months
ended September 30, 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 Statement of Financial Accounting Standards ("SFAS") No. 141,
"Business Combinations" which eliminated 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 exists, a charge to earnings
be recorded. 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 $285,000 commencing with fiscal 2002. During the
nine months ended September 29, 2001 and 2000, the
Company recorded $213,000 of amortization related to goodwill. The Company is
required to apply the initial fair value test by June 30, 2002 to the goodwill
balance as of December 29, 2001. 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 an impairment charge.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS No. 144 modifies the rules for accounting
for the impairment or disposal of long-lived assets. The new rules become
effective for fiscal years beginning after December 15, 2001, with earlier
application encouraged. The Company has not yet quantified the impact of
implementing SFAS No. 144 on the Company's consolidated financial statements.
In September 2001, the Emerging Issues Task Force ("EITF") issued EITF Issue No.
01-10, "Accounting for the Impact of the September 11, 2001 Terrorist Acts,"
which provided guidance on how the costs related to the terrorist acts should be
classified, how to determine whether an asset impairment should be recognized
and how liabilities for losses and other costs should be recognized. The impact
of adopting EITF Issue No 01-10 did not have any effect on the Company's
consolidated financial statements.
NOTE B -- SEGMENT INFORMATION
The following amounts are in thousands:
For the three months ended September 29, 2001
--------------------------------------------------------------------
Engineered Precision Precision Apex
Precision Engineered Large Machine
Components Technologies Machining Tool Co. Total
---------- ------------ --------- -------- -----
Sales from
external
customers $4,788 $1,668 $956 $3,341 $10,753
Segment
profit (loss) 318 34 101 (34) 419
For the nine months ended September 29, 2001
-------------------------------------------------------------------------------------
Engineered Precision Precision Apex
Precision Engineered Large Machine Extraordinary
Components Technologies Machining Tool Co. Gain Total
Sales from
external
customers $13,292 $5,554 $3,285 $12,231 $34,362
Segment
profit (loss) 181 225 403 444 2,822 4,075
For the three months 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 $4,147 $11,025
Segment
(loss) profit (302) (89) 103 (304) (592)
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 $14,607 $35,308
Segment
(loss) profit (932) (68) 274 (411) (1,137)
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 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 December
29, 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:
9/29/01 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. $ 5,969,725 $ 7,118,532
Mortgage due to bank in 240 monthly installments
of $18,578 including interest. 1,982,071 -
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. 1,875,638 2,049,638
Capitalized lease obligation-equipment 237,735 -
--------------- ---------------
19,527,516 21,721,302
Less - current portion of long-term debt 2,679,049 1,772,410
--------------- ---------------
$ 16,848,467 $ 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 nine months ended September 29, 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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Company earned $419,000 or $0.10 per basic and $0.09 per diluted share for
the three months ended September 29, 2001. This is the 4th consecutive quarter
of positive results. The Company has continued to make progress in all facets of
the business in this phase of profit turnaround.
The Engineered Precision Components business has responded to opportunities with
key aerospace customers for ground base turbine and military components,
resulting in an 8% increase in its sales for the quarter compared to the prior
year period. The Precision Engineered Technologies segment generated a 28% sales
increase compared to the same quarter last year as a result of the continuing
market share gain in the spindle business. These strong sales gains were offset
by the effect of very weak industrial markets served by the Apex Machine Tool
Co. business and raw material delays affecting sales in the Precision Large
Machining segment.
The turnaround in net income for the Company was $1,010,000 in the quarter
compared to the same period a year ago. Gross profit margins improved in the
Precision Engineered Components and Apex Machine Tool Co. segments from
productivity improvements and cost reductions resulting in a 1.4% improvement in
gross profit for the Company for the quarter compared to the prior year period.
Selling, general and administrative expenses were reduced from 11.2% to 9.5% of
sales and interest expense was reduced by over $661,000.
The leverage that this lower cost structure and productivity provides is
critical to the Company's future performance in an unfavorable economic
environment.
In the quarter ended June 30, 2001, 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)
The net income for the nine months ended September 29, 2001 of $4,075,000
adjusted as though the Company had not incurred the cost associated with the
terminated sale of $361,000, net of tax and as if the Company had not incurred
the extraordinary gain of $2,822,000, net of tax would have been $1,614,000.
Basic earnings per share for the nine months ended September
29, 2001 of $0.94 per share adjusted as though the Company had not incurred the
cost associated with the terminated sale of $0.08 per share and as if the
Company had not incurred the extraordinary gain of $0.65 per share would have
been $0.37 per share. Diluted earnings per share for the nine months ended
September 29, 2001 of $0.89 per share adjusted as though the Company had not
incurred the cost associated with the terminated sale of $0.08 per share and as
if the Company had not incurred the extraordinary gain of $0.62 per share would
have been $0.35 per share.
Sales. The Company's sales decreased $272,000, or 2.5%, and by $947,000, or
2.7%, for the three and nine months ended September 29, 2001 compared to the
three and nine month periods ended September 30, 2000.
Sales increases (decreases) for the three and nine months ended September 29,
2001 compared to the three and nine month periods ended September 30, 2000 by
segment were as follows:
Three Nine
months ended months ended
Segment Sept. 29, 2001 Sept. 29, 2001
------- -------------- --------------
Engineered Precision Components $351,000 $609,000
Precision Engineered Technologies 360,000 915,000
Precision Large Machining (177,000) (94,000)
Apex Machine Tool Co. (806,000) (2,376,000)
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 September 29, 2001,
sales backlog was approximately $34,600,000 compared to $30,200,000 at September
30, 2000. 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 $9,000,000 of its September 29, 2001
backlog during the remainder of the 2001 fiscal year. The remaining $25,600,000
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 84.0% from 85.4% and to 82.1% from 84.8% for the three and nine months
ended September 29, 2001 compared to the three and nine month periods ended
September 30, 2000. Cost of sales as a percentage of sales decreased primarily
due to higher productivity and increased sales levels to cover fixed
manufacturing costs at the Company's Engineered Precision Components, partially
offset by lower margins at our Precision Engineered Technologies division. The
Apex Machine Tool Co. segment also reduced its cost of sales as a percentage of
sales for the nine month period ended September 29, 2001 compared to the nine
month period ended September 30, 2000, through productivity improvements and
cost cutting measures partially offset by lower sales volume.
Selling, General and Administrative Expenses. Selling, general and
administrative costs decreased by $211,000, or 17.1%, and by $4,000, or 0.1%,
for the three and nine months ended September 29, 2001 compared to the three and
nine month periods ended September 29, 2000. Selling, general and administrative
costs as a percentage of sales were 9.5% and 10.9% for the three and nine months
ended September 29, 2001 compared to 11.2% and 10.7% for the three and nine
months ended September 30, 2000. In the second quarter the Company wrote off
$451,000 of costs associated with the termination of the sale of the Company's
Engineered Precision Components division. Without these costs selling, general
and administrative costs would have decreased by $455,000 or 12.1% for the nine
months ended September 29, 2001 compared to the nine month period ended
September 30, 2000. The decreases are due to lower professional, compensation
and travel expenses.
Interest Expense. Interest expense decreased by $661,000, or 72.5%, and by
$1,540,000, or 62.2%, for the three and nine months ended September 29, 2001
compared to the three and nine month periods ended September 30, 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 after February 5, 2001 on the $7 million note 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 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 $19,000 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 $15,280,000
consisting of $12,553,000 of term debt and $2,727,000 of revolving debt. The
Company paid to the former lender a principal payment of $33,000 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 $4,224,000 (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 ($13,687,000, 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
$9,462,000 (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 $9,462,000 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 December
29, 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.
Working capital as of September 29, 2001 has increased by $2,401,000 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 $2,190,000 for the nine months
ended September 29, 2001, resulted primarily from earnings and lower inventories
offset partially by lower accounts payable and higher accounts receivable.
Net cash used in investing activities of $309,000 for the nine months ended
September 29, 2001, consisted primarily of expenditures for machinery and
computer equipment. Of the Company's capital expenditure budget of $600,000 for
the current year, the Company has purchased $271,000 and leased $255,000
(accounted for as a capital lease).
Net cash used in financing activities of $1,829,000 for the nine months ended
September 29, 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.
PART II -- OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 5, 2001 the Company held its annual meeting of shareholders. The Asset
Purchase Agreement, dated as of March 29, 2001, as amended among Tomz
Corporation, EDAC and Gros-Ite Industries, Inc. a wholly owned subsidiary of
EDAC, which provided for the sale of certain of the assets of the Company's
Engineered Precision Components division, was not approved with a vote of
1,536,893 for, 1,539,289 against and 7,158 abstained. Approval of this
proposal required that a majority of the outstanding shares of common stock, a
minimum of 2,167,041 shares, be voted in favor of this proposal.
The following directors were elected at the meeting.
Votes Cast
Votes Against or
Director Cast For Withheld
-------- -------- --------
Richard A. Dandurand 3,366,842 660,454
John J. DiFrancesco 3,060,751 966,545
George Fraher 3,480,760 546,536
Robert J. Gilchrist 3,117,872 909,424
John Kucharik 3,516,612 510,684
Stephen J. Raffay 3,516,282 511,014
Daniel C. Tracy 3,668,680 358,616
At the same meeting the appointment of Arthur Andersen LLP as auditors for the
Company for the fiscal year ending December 29, 2001 was ratified with a vote of
2,736,336 for, 629,666 against and 661,294 abstained.
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
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 9, 2001 By /s/Ronald G. Popolizio
----------------------------------
Ronald G. Popolizio, Chief Financial
Officer and duly authorized officer
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
(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.