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 ACT OF 1934 FOR THE FISCAL YEAR DECEMBER 31, 1997.
[ ] 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 Identification No.)
Organization)
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. [ ]
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As of March 17, 1998, 3,834,550 shares of Common Stock were outstanding, and
the aggregate market value of the Common Stock (based upon the $9 3/8 average
bid and ask price on that date in the over-the-counter market) held by
nonaffiliates (excludes shares reported as beneficially owned by directors and
officers - does not constitute an admission as to affiliate status) was
approximately $25,092,187.
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 31, 1997 Part II
Proxy Statement relating to
1998 Annual Meeting of Shareholders Part III
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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 its other operations and now operates only the Gros-Ite
division ("Gros-Ite").
Products
Edac currently offers design and manufacturing services for the aerospace
industry 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 has numerous competitors both in design and manufacturing. Many of the
independent design firms with which it competes are smaller than Edac and do not
provide the variety of services that Edac provides. Edac also competes with its
customers' in-house design and technical services capabilities. Edac believes
that it is able to compete effectively with independent design firms and
in-house design staffs because of its experience and the timeliness and
competitive pricing of its services.
Many firms also compete with Edac's manufacturing operations. However, Edac
believes that it will be able to compete effectively with these firms on price,
ability to meet customer deadlines and the stringent quality control standards
it employs. Edac also believes that its integration of design and manufacturing
capabilities offers a competitive advantage.
Edac's manufactured products are sold primarily through individual purchase
orders on a quotation or bid basis. Its sales personnel and management maintain
contacts with purchasing sources to
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keep informed as to manufacturing projects available for quotation. Edac
occasionally enters into annual manufacturing contracts on specific components.
For its fiscal year ended December 31, 1997, approximately 68% and 4% of
Edac's net sales were derived from sales to United Technologies Corporation and
Zapata Technologies Inc., respectively.
Approximately 7% of Edac's design business is done on a time and material
basis based on hourly rates established annually. Most of Edac's manufacturing
is done on a firm quotation basis. Less than 10% of Edac's net sales are
attributable to government contracts subject to termination or re-negotiation at
the option of the U.S. Government. United Technologies Corporation annually
negotiates hourly billing rates for design work and is free to audit costs
actually charged.
Backlog
Edac's backlog as of December 31, 1997, was approximately $45,000,000
compared to $22,000,000 as of December 31, 1996. 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
$28,000,000 of its December 31, 1997 backlog during the current fiscal year.
Employees
As of March 9, 1998, Edac had approximately 226 employees.
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 both
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
(1) services
1798 New Britain Ave. 20,800 Owned Design and manu-
Farmington, CT. 06032 (1) facture of spindles
and specialized
machines
1806 New Britain Ave. 19,200 Owned Manufacturing
Farmington, CT. 60632 (1)
1838 New Britain Ave. 10,000 Leased Warehouse
Farmington, CT. 06032
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(1) 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 31, 1997.
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 12 of Edac's 1997 Annual Report to Shareholders.
Item 6. Selected Financial Data.
Information in response to this item is incorporated herein by reference
to "Selected Financial Information" on page 13 of Edac's 1997 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 16 through 16 of Edac's 1997 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.
Item 8. Financial Statements and Supplementary Data.
Information in response to this item is incorporated herein by reference
to pages 17 through 32 of Edac's 1997 Annual Report to Shareholders.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
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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 1998 Annual Meeting of Shareholders ("Edac's 1998 Proxy Statement"), which
will be filed within 120 days after the end of Edac's fiscal year ended
December 31, 1997.
Item 11. Executive Compensation.
Information in response to this item is incorporated herein by reference to
"Executive Compensation" in the 1998 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
Information in response to this item is incorporated herein by reference to
"Principal Security Holders and Security Holdings of Management" in Edac's 1998
Proxy Statement.
Item 13. Certain Relationships and Related Transactions.
Information in response to this item is incorporated herein by reference to
"Certain Transactions" in Edac's 1998 Proxy Statement.
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 1997 Annual Report
to Shareholders and consist of the following:
Report of Independent Public Accountants
Consolidated Statements of Operations--Years ended December 31,
1997, 1996 and 1995.
Consolidated Balance Sheets--December 31, 1997 and 1996.
` Consolidated Statements of Cash Flows--Years ended
December 31, 1997, 1996 and 1995.
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Consolidated Statements of Changes in Shareholders'
Equity--Years ended December 31, 1997, 1996 and 1995.
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
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
None.
(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.
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE
To the Shareholders and Board of Directors of
Edac Technologies Corporation:
We have audited in accordance with generally accepted auditing standards 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 13, 1998. 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.
This schedule has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
/s/Arthur Andersen LLP
Hartford, Connecticut
February 13, 1998
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SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
EDAC TECHNOLOGIES CORPORATION AND SUBSIDIARIES
COL. A COL B. COL. C COL. D COL. E
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ADDITIONS
Balance at Beginning Charged to Costs Charged to Other Deductions Balance at End
DESCRIPTION of Year and Expenses Accounts-Describe Describe of Year
- ---------------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1997:
Reserves and allowances deducted
from asset accounts:
Allowance for
doubtful accounts $ 116,087 $ 47,287 $0 (1) 38,374 $ 125,000
Allowance for excess and obsolete
inventory and loss contracts 1,278,804 0 0 (2) 978,804 300,000
YEAR ENDED DECEMBER 31, 1996:
Reserves and allowances deducted
from asset accounts:
Allowance for
doubtful accounts 40,000 76,087 0 0 116,087
Allowance for excess and obsolete
inventory and loss contracts 1,786,212 0 0 (2) 507,408 1,278,804
YEAR ENDED DECEMBER 31, 1995:
Reserves and allowances deducted
from asset accounts:
Allowance for
doubtful accounts 40,000 0 0 0 40,000
Allowance for excess and obsolete
inventory and loss contracts 886,085 900,127 0 0 1,786,212
(1) Represents write-off of specific accounts receivable.
(2) Represents disposition of inventory reserved against.
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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 17, 1998 by the undersigned, thereunto duly authorized.
EDAC TECHNOLOGIES CORPORATION
BY /s/ Edward J. McNerney
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Edward J. McNerney,
Chief Executive Officer
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/John J. DiFrancesco . Chairman of the Board March 17, 1998
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John J. DiFrancesco
/s/Edward J. McNerney . Chief Executive Officer, March 17, 1998
- ------------------------ President and Director
Edward J. McNerney
/s/Ronald G. Popolizio . Vice President and Chief March 17, 1998
- ------------------------- Financial Officer
Ronald G. Popolizio (Principal Financial and
Accounting Officer)
/s/Francis W. Moskey . Vice-President March 17, 1998
- ------------------------ and Director
Francis W. Moskey
/s/Stephen G.W. Walk . Director March 17, 1998
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Stephen G.W. Walk
/s/Arnold Sargis . Director March 17, 1998
- ----------------------
Arnold Sargis
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EXHIBIT INDEX
Exhibit Sequential
Number Page Number
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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 Stock Option Agreement dated (4)
January 1, 1994 between Edac and
Robert Whitty
10.8 Construction to Permanent Loan (5)
Promissory Note
10.9 Open-End Construction to Permanent (5)
Mortgage Deed
10.10 Sixth Amendment to Revolving Loan, (5)
Term Loan, Equipment Loan and
Security Agreement
10.11 Modification of Construction to (5)
Permanent Loan Promissory Note
and Open-End Construction to
Permanent Mortgage Deed
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10.12 Seventh Amendment to Revolving Loan, (5)
Term Loan, Equipment Loan and
Security Agreement and
Reaffirmation of Guarantees
10.13 Eighth Amendment to Revolving Loan, (5)
Term Loan, Equipment Loan and
Security Agreement and
eaffirmation of Guarantees,
Modification of Notes and
Reaffirmation of Guarantees
10.14 Seventh Modification Agreement to (5)
Open-End Mortgage Deed
10.15 Second Modification of Construction (5)
to Permanent Loan Promissory Note
and Open-End Construction to
Permanent Mortgage Deed
10.16 Edac Technologies Corporation (6)
1996 Stock Option Plan
10.17 Letter Agreement between Edac and (6)
Edward J. McNerney
10.18 Ninth Amendment to Revolving loan, Term (7)
Loan, Equipment Loan and Security
Agreement, Modification of Notes and
Reaffirmation of Guarantees
10.19 Amended and Restated Revolving Promissory (7)
Note
10.20 Equipment Promissory Note III (7)
10.21 Amended and Restated Promissory Note (7)
10.22 Eighth Modification Agreement to Open-End (7)
Mortgage Deed
10.23 Third Modification of Construction to (7)
Permanent Loan Promissory Note and
Open-End Construction to Permanent
Mortgage Deed
10.24 Employment letter from Edac to Ronald G.
Popolizio
11 Statement regarding computation of
earnings per share
13 Edac's 1997 Annual Report to Shareholders
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23 Consent of Arthur Andersen LLP,
independent public accountants
27 Financial Data Schedule
(1) Exhibit incorporated by reference to the Company's
registration statement on Form S-1 dated August 6, 1985,
commission File No. 2-99491, Amendment No. 1.
(2) Exhibit incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 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.
(7) Exhibit incorporated by reference to the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1997.