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 29, 2002
----------------------
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 July 29, 2002 there were outstanding 4,416,038 shares of
the Registrant's Common Stock, $0.0025 par value per share.
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 29, December 29,
2002 2001
----------- -----------
ASSETS
CURRENT ASSETS:
Cash $ 333,645 $ 176,245
Trade accounts receivable 3,336,205 5,080,106
Inventories, net 6,249,753 6,677,257
Prepaid expenses and other 208,272 89,069
Refundable income taxes -- 217,603
Deferred income taxes 909,649 909,649
----------- -----------
TOTAL CURRENT ASSETS 11,037,524 13,149,929
----------- -----------
PROPERTY, PLANT, AND EQUIPMENT 27,162,689 27,164,002
less-accumulated depreciation 14,437,314 13,526,674
----------- -----------
12,725,375 13,637,328
----------- -----------
OTHER ASSETS:
Goodwill, net (Note B) 10,381,077 10,381,077
Other 20,000 30,000
----------- -----------
$34,163,976 $37,198,334
=========== ===========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 29, December 29,
2002 2001
------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving line of credit $ 1,773,428 $ 1,955,138
Current portion of long-term debt
and capital lease obligation 17,975,055 17,409,544
Trade accounts payable 2,002,161 1,740,910
Employee compensation and
amounts withheld 1,782,872 2,440,420
Accrued expenses 550,313 1,008,798
------------ ------------
TOTAL CURRENT LIABILITIES 24,083,829 24,554,810
------------ ------------
LONG-TERM DEBT AND CAPITAL LEASE
OBLIGATION, less current portion 221,401 1,761,235
------------ ------------
DEFERRED INCOME TAXES 910,000 910,000
------------ ------------
SHAREHOLDERS' EQUITY:
Common stock, par value $.0025 per
share; 10,000,000 shares authorized;
issued and outstanding 4,416,038
on June 29, 2002 and 4,346,038
on December 29, 2001 11,040 10,865
Additional paid-in capital 9,344,496 9,240,295
Retained earnings 556,195 1,684,114
------------ ------------
9,911,731 10,935,274
Less: accumulated other
comprehensive loss (962,985) (962,985)
------------ ------------
8,948,746 9,972,289
------------ ------------
$ 34,163,976 $ 37,198,334
============ ============
The accompanying notes are an integral part of these condensed consolidated
financial statements.
EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For the three months ended For the six months ended
------------------------------ ------------------------------
June 29, June 30, June 29, June 30,
2002 2001 2002 2001
------------ ------------ ------------ ------------
Sales $ 6,274,246 $ 11,280,838 $ 14,005,980 $ 23,608,517
Cost of sales 5,943,904 9,203,768 13,169,659 19,167,712
------------ ------------ ------------ ------------
Gross profit 330,342 2,077,070 836,321 4,440,805
Selling, general and
and administrative
expenses 923,956 1,561,481 1,905,972 2,738,993
------------ ------------ ------------ ------------
(Loss) income
from operations (593,614) 515,589 (1,069,651) 1,701,812
Non-operating income
(expense):
Interest expense (186,232) (284,744) (373,416) (685,455)
Other 14,197 (1,037) 32,556 23,249
------------ ------------ ------------ ------------
(172,035) (285,781) (340,860) (662,206)
(Loss) income before
income taxes and
extraordinary gain (765,649) 229,808 (1,410,511) 1,039,606
Benefit from (provision
for) income taxes 153,592 (45,238) 282,592 (205,618)
------------ ------------ ------------ ------------
(Loss) income before
extraordinary gain (612,057) 184,570 (1,127,919) 833,988
Extraordinary gain
net of tax -- -- -- 2,822,234
------------ ------------ ------------ ------------
Net (loss) income $ (612,057) $ 184,570 $ (1,127,919) $ 3,656,222
============ ============ ============ ============
Basic per common share data (Note B):
(Loss) income before
extraordinary gain $ (0.14) $ 0.04 $ (0.26) $ 0.19
Extraordinary gain -- -- -- 0.66
------------ ------------ ------------ ------------
Net (loss) income $ (0.14) $ 0.04 $ (0.26) $ 0.85
============ ============ ============ ============
Diluted per common share data (Note B):
(Loss) income before
extraordinary gain $ (0.14) $ 0.04 $ (0.26) $ 0.18
Extraordinary gain -- -- -- 0.62
------------ ------------ ------------ ------------
Net (loss) income $ (0.14) $ 0.04 $ (0.26) $ 0.80
============ ============ ============ ============
The accompanying notes are an integral part of these condensed consolidated
financial statements.
EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the six months ended
----------------------------
June 29, June 30,
2002 2001
----------- -----------
Operating Activities:
Net (loss) income $(1,127,919) $ 3,656,222
Depreciation and amortization 1,004,332 1,183,332
Forgiveness of debt -- (2,822,234)
Changes in working capital items 1,415,023 (1,038,496)
Other (41,025) (126,332)
----------- -----------
Net cash provided by
operating activities 1,250,411 852,492
----------- -----------
Investing Activities:
Additions to property, plant
and equipment (94,754) (166,057)
Proceeds from sales of property,
plant and equipment 53,400 34,275
Other -- (71,848)
----------- -----------
Net cash used in
investing activities (41,354) (203,630)
----------- -----------
Financing Activities:
(Decrease) increase in revolving
line of credit (181,710) 136,637
Payments of long-term debt (998,601) (2,838,964)
Borrowings of long-term debt 24,278 2,000,000
Proceeds from exercise of common
stock options 104,376 78,548
----------- -----------
Net cash used in
financing activities (1,051,657) (623,779)
----------- -----------
Net increase in cash 157,400 25,083
Cash at beginning of period 176,245 246,711
----------- -----------
Cash at end of period $ 333,645 $ 271,794
=========== ===========
Supplemental Disclosure of
Cash Flow Information:
Interest paid $ 371,777 $ 710,145
Income taxes paid -- $ 510,000
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)
JUNE 29, 2002
NOTE A -- OPERATING ENVIRONMENT
On June 4, 2002, the Company was notified by its lender that an event of default
had occurred on its revolving credit and term loans as a result of the issuance
of a going concern opinion on the Company's December 29, 2001 consolidated
financial statements. The default notification increased the interest rates
charged to the Company by 1% effective June 1, 2002. The Company's lender is
also requiring the Company to retain a consultant from a list supplied by the
lender. As of July 31, 2002, the Company is not in violation of any other
covenants on its revolving credit and term debt facility. However, the Company's
sales for the six months ended June 29, 2002 decreased 40.7% compared to the six
months ended June 30, 2001 and the Company incurred a net loss of $1,128,000 for
the six months ended June 29, 2002. As a result, if results of operations do not
improve in subsequent periods in 2002, the Company expects that it will not
comply with the fixed charge coverage ratio covenant on its revolving credit and
term debt facility through December 28, 2002.
The notes payable to the former lender and the mortgage loan contain cross
default provisions with the revolving credit and term loans in default.
Accordingly, these amounts are reflected as current liabilities in the
accompanying consolidated balance sheet. Because of the default on the revolving
credit and term loans, interest rates charged to the Company could increase by
2% on its mortgage loan and by 5% on the note payable to the former lender. As
of July 31, 2002, the lenders have not notified the Company that the default
rates will go into effect. The note payable to the former shareholders of Apex
matures on January 2, 2003 and is included in current liabilities in the June
29, 2002 consolidated balance sheet. The Company would be unable to pay the
amount classified as current liabilities if demand was made by any of the
lenders which raises substantial doubt about the Company's ability to continue
as a going concern. The financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might result should the
Company be unable to continue as a going concern. The Company is working with
its lenders to renegotiate the terms and covenants under its credit facilities;
however, there is no assurance that any changes will be made or that the changes
will be sufficient for the Company to comply with the covenants and make
scheduled payments. The Company is also working to reduce operating expenses and
diversify its customer base to improve its operating results.
On July 29, 2002, Richard A. Dandurand, the Company's Chairman and Chief
Executive Officer resigned. Dominick A. Pagano has been appointed CEO and
President of the Company. Daniel C. Tracy has assumed the position of Chairman
of the Company. Mr. Dandurand will receive $104,167 payable over 5 months in
equal installments beginning on August 1, 2002. The date by which Mr. Dandurand
has to exercise 60,000 vested stock options was extended until March 31, 2003.
The Company will record a charge in
the quarter ending September 28, 2002 related to Mr. Dandurand's resignation.
NOTE B -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals and adjustments to previously established loss
provisions) considered necessary for a fair presentation have been included.
Operating results for the quarter ended June 29, 2002 are not necessarily
indicative of the results that may be expected for the year ending December 28,
2002. 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 29, 2001.
Inventories: Inventories are stated at the lower of cost (first-in, first-out
method) or market. As of June 29, 2002 and December 29, 2001, inventories
consisted of the following:
June 29, December 29,
2002 2001
----------- -----------
Raw materials $ 804,620 $ 1,313,489
Work-in-progress 4,025,506 4,548,469
Finished goods 1,977,293 1,849,481
----------- -----------
6,807,419 7,711,439
Reserve for excess
and obsolete (557,666) (1,034,182)
----------- -----------
Inventories $ 6,249,753 $ 6,677,257
=========== ===========
During the quarter ended March 30, 2002, the Company disposed of $691,000 of
obsolete inventory that had been reserved for in prior periods.
In April 2002, the Company's largest customer notified the Company to delay work
and delivery on a significant portion of the Company's inventory due to its
reduced requirements. The Company is in discussions with the customer to receive
payment for the inventory.
Earnings (Loss) Per Share: The number of shares used in the earnings (loss) per
common share computation for the three and six month periods ended June 29, 2002
and June 30, 2001 are as follows:
For the three months ended For the six months ended
---------------------------- ----------------------------
June 29, June 30, June 29, June 30,
2002 2001 2002 2001
--------- --------- --------- ---------
Basic:
Average common
shares outstanding 4,416,038 4,340,385 4,401,038 4,323,899
Diluted:
Dilutive effect of
stock options -- 298,900 -- 255,839
--------- --------- --------- ---------
Average common
shares diluted 4,416,038 4,639,285 4,401,038 4,579,738
========= ========= ========= =========
For the three and six month periods ended June 29, 2002, there were an
additional 782,700 options outstanding, which were not included in the
computation of diluted earnings per share as such inclusion would be
anti-dilutive. In addition, for the three and six month periods ended June 30,
2001, options to purchase 316,700 shares of common stock of the Company were
outstanding, which were not included in the computation of diluted earnings per
share as such inclusion would be anti-dilutive.
New Accounting Standards: In July 2001, the Financial Accounting Standards Board
(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. During the quarter
ended June 29, 2002, the Company completed the initial fair value test of the
goodwill balance as of December 30, 2001. The first step of the initial fair
value test indicates that the goodwill of $10,381,000, as of December 30, 2001,
related to Apex is impaired due to a decline in Apex's results of operations and
market conditions since the Apex acquisition in 1998. Accordingly, the Company
will complete the remainder of the test prior to December 28, 2002 and record
the resulting impairment charge as a cumulative effect of a change in accounting
principle during 2002. The Company has not yet quantified the charge, but
expects the charge to be material.
In accordance with SFAS No. 142, the Company discontinued the amortization of
goodwill effective December 30, 2001. A reconciliation follows of the net income
and income per share reported in the accompanying Condensed Consolidated
Statements of Operations to the pro forma amounts adjusted for the exclusion of
goodwill amortization, net of related tax effect. The pro forma results
reflecting the exclusion of goodwill amortization have been prepared only to
demonstrate the impact of goodwill amortization on net income and net income per
share and are for comparative purposes only.
Three Months Six Months
Ended Ended
June 30, 2001 June 30, 2001
------------- -------------
Reported net income $ 185 $ 3,656
Add: Goodwill amortization
net of income tax 56 113
--------- ---------
Adjusted net income $ 241 $ 3,769
========= =========
Net income per basic share:
Reported net income $ 0.04 $ 0.85
Add - Goodwill amortization
net of income tax 0.01 0.02
--------- ---------
Adjusted net income $ 0.05 $ 0.87
========= =========
Net income per diluted share:
Reported net income $ 0.04 $ 0.80
Add - Goodwill amortization
net of income tax 0.01 0.02
--------- ---------
Adjusted net income $ 0.05 $ 0.82
========= =========
In April 2002, the FASB issued Statement of Financial Accounting Standard
No. 145, "Rescission of FASB Statements No. 4,44,and 64, Amendment of FASB
Statement No. 13, and Technical Corrections" (SFAS No. 145). SFAS No. 145
rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt",
and an amendment of that statement, SFAS No. 64, "Extinguishment of Debt Made
to Satisfy Sinking-Fund Requirements". SFAS No. 145 also rescinds SFAS
No. 44, "Accounting for Intangible Assets of Motor Carriers". SFAS No. 145
amends SFAS No. 13, "Accounting for Leases", to eliminate an inconsistency
between the required accounting for sale-leaseback transactions and the
required accounting for certain lease modifications that have economic
effects that are similar to sale-leaseback transactions. SFAS No. 145 also
amends other existing authoritative pronouncements to make various technical
corrections, clarify meanings, or describe their applicability under changed
conditions. The adoption of SFAS No. 145 will result in the reclassification
of the extraordinary gain, net of tax of $2.8 million in 2001.
In June 2002,the FASB issued SFAS No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities" ("SFAS No. 146"). SFAS No. 146, nullifies Emerging
Issues Task Force ("EITF") Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring)". The Company is in the process of
determining the effect of the adoption of SFAS No. 146 on the Company's
consolidated financial statements.
Comprehensive (Loss) Income: Comprehensive (loss) income is the same as net
(loss) income for the three and six month periods ended June 29, 2002 and June
30, 2001.
NOTE C -- SEGMENT INFORMATION
The following amounts are in thousands:
For the three months ended June 29, 2002
-------------------------------------------------------------------------------
Engineered Precision Precision Apex
Precision Engineered Large Machine
Components Technologies Machining Tool Co. Total
---------- ------------ --------- -------- -----
Sales to external
customers $ 2,320 $ 438 $ 540 $ 2,976 $ 6,274
Segment
profit (loss) (260) (168) (44) (140) (612)
For the three months ended June 30, 2001
-------------------------------------------------------------------------------
Engineered Precision Precision Apex
Precision Engineered Large Machine
Components Technologies Machining Tool Co. Total
---------- ------------ --------- -------- -----
Sales to external
customers $ 4,277 $ 1,982 $ 1,195 $ 3,827 $ 11,281
Segment
Profit (loss) (156) 110 168 63 185
For the six months ended June 29, 2002
-------------------------------------------------------------------------------
Engineered Precision Precision Apex
Precision Engineered Large Machine
Components Technologies Machining Tool Co. Total
---------- ------------ --------- -------- -----
Sales to external
customers $ 5,673 $ 1,164 $ 1,232 $ 5,937 $ 14,006
Segment
profit (loss) (169) (449) (110) (400) (1,128)
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 to external
customers $ 8,504 $ 3,886 $ 2,329 $ 8,890 $ 23,609
Segment
profit (loss) (147) 190 302 489 $ 2,822 3,656
Asset information is unavailable by segment.
NOTE D -- FINANCING ARRANGEMENTS
Long-term debt consisted of the following:
June 29, 2002 December 29, 2001
------------- -----------------
Notes payable due in 35 monthly principal installments
of $122,734 commencing November 1, 2000
with a balloon payment due on September 29, 2003. (1) $ 4,807,064 $ 5,594,044
Mortgage due to bank in 240 monthly installments
of $18,578 including interest. (1) 1,956,120 1,974,152
Note payable to former lender with principal due in
one payment on September 29, 2004. (1,2) 9,462,347 9,462,347
Note payable to former shareholders of Apex Machine
Tool Company, Inc. Monthly principal installments of $25,000
with a balloon payment due on January 2, 2003. Interest
at 10.12% is paid quarterly in advance. 1,659,638 1,809,638
Equipment notes payable due in 36 monthly principal
payments of $700 and $674. 39,834
24,503
Capital lease obligations-equipment 271,453 306,095
----------- -----------
18,196,456 19,170,779
Less - current portion of long-term debt 17,975,055 17,409,544
----------- -----------
$ 221,401 $ 1,761,235
=========== ===========
(1) Amount is classified as current liability since the Company has been
notified of a default event on notes payable due in 2003 and mortgage loan
and note payable to the former lender contain cross default provisions.
See Note A.
(2) Amount includes $2,462,347 of estimated interest recorded in accordance
with accounting for troubled debt restructurings. Interest is due on
September 29, 2002, and is included in current liabilities. As discussed
in Note A, effective June 1, 2002, the default interest rates went into
effect on the Company's revolving and term loans. Due to cross default
provisions, default interest rates may also go into effect on the note
payable to the former lender and on the mortgage loan.
As a result of the default on the Company's revolving and term loans, the lender
reduced the borrowing availability on June 4, 2002 by $350,000, and intends to
make reductions of $175,000 on July 31, 2002 and $175,000 on August 30, 2002. As
of June 29, 2002, $1,773,428 was outstanding on the Company's revolving line of
credit and $1,811,637 was available for additional borrowings after giving
effect to the $350,000 initial reduction in borrowing availability.
The note payable to the former shareholders of Apex Machine Tool Company Inc.
has been amended to provide for a moratorium on six principal payments that
would have been due over the six month period commencing July 1, 2002. In July
of 2002 a $25,000 penalty was paid in accordance with the note since the entire
principal had not been paid as of June 30, 2002, resulting in a charge to
interest expense of $25,000 in the second quarter of 2002. The remaining terms
of the note have not changed and the note is due in full on January 3, 2003.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Sales. The Company's sales decreased $5,007,000, or 44.4%, and by $9,603,000, or
40.7%, for the three and six months ended June 29, 2002 compared to the three
and six months ended June 30, 2001.
Sales and sales decreases for the three and six month periods ended June 29,
2002 compared to the three and six month periods ended June 30, 2001 by segment
were as follows (in thousands):
For the Three Months Ended
--------------------------
June 29, June 30,
Segment 2002 2001 Change
------- ---- ---- ------
Engineered Precision Components $ 2,320 $ 4,277 ($1,957)
Precision Engineered Technologies 438 1,982 (1,544)
Precision Large Machining 540 1,195 (655)
Apex Machine Tool Co. 2,976 3,827 (851)
For the Six Months Ended
------------------------
June 29, June 30,
Segment 2002 2001 Change
------- ---- ---- ------
Engineered Precision Components $ 5,673 $ 8,504 ($2,831)
Precision Engineered Technologies 1,164 3,886 (2,722)
Precision Large Machining 1,232 2,329 (1,097)
Apex Machine Tool Co. 5,937 8,890 (2,953)
A significant downturn in the machine tool industry accompanied by a rapid and
dramatic decline in the commercial jet engine marketplace caused severe customer
schedule shifting delaying shipments and reductions of orders to the Company in
the first six months of 2002 for all segments.
As of June 29, 2002, sales backlog was approximately $25,200,000 compared to
$29,000,000 as of December 29,2001. The decrease of $3,800,000 is due the
downturn in the jet engine and machine tool industries causing a severe
reduction in orders received by the Company. 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 $8,200,000 of its June 29, 2002 backlog during the remainder of
the 2002 fiscal year. The remaining $17,000,000 of backlog is deliverable in the
fiscal year 2003 and beyond.
Cost of Sales. Cost of sales as a percentage of sales increased in the 2002
period to 94.7% from 81.6% and to 94.0% from 81.2% for the three and six month
periods ended June 29, 2002 compared to the three and six month periods ended
June 30, 2001. Cost of sales as a percentage of sales increased primarily due to
decreased sales levels to cover fixed manufacturing costs. In addition, a rapid
and dramatic decline in the commercial jet engine marketplace caused severe
schedule shifting and delays of orders which negatively impacted productivity
and gross margins in the Engineered Precision Components and Precision Large
Machining areas while the significant downturn in the machine tool industry
negatively impacted productivity and gross margins in the Apex Machine Tool Co.
and Precision Engineered Technologies areas. The Company has acted to continue
the drive for productivity improvements and to reduce manufacturing costs.
Selling, General & Administrative Expenses. Selling, general and administrative
costs decreased by $637,000, or 40.8%, and by $833,000, or 30.4%, for the three
and six month periods ended June 29, 2002 compared to the three and six month
periods ended June 30, 2001. The decrease in these costs for the six month
period was mainly the result of a $383,000 decrease in compensation and
commissions due to lower sales levels and layoffs and a $142,000 decrease in
goodwill amortization expenses due to a new accounting standard which decreases
were partially offset by a $163,000 increase in professional expenses. The
decrease for the three and six month periods was also due to costs of $451,000
incurred in the 2001 periods associated with the terminated sale of the
Company's Engineered Precision Components division.
Interest Expense. Interest expense decreased by $99,000 or 34.6% and by $312,000
or 45.5% for the three and six months ended June 29, 2002. This is due to the
significant decrease in variable interest rates charged to the Company by its
lenders accompanied by lower indebtedness from the first six months of 2001 to
the first six months of 2002.
Interest expense for future periods will be impacted by default interest rates.
Effective June 1, 2002, the default interest rates went into effect on the
Company's revolving and term loans increasing the interest rates charged to the
Company by 1%. Due to cross default provisions, default interest rates of up to
5% on the note payable to the former lender and up to 2% on the mortgage loan
may also go into effect.
Liquidity and Capital Resources.
On June 4, 2002, the Company was notified by its lender that an event of default
had occurred on its revolving credit and term loans as a result of the issuance
of a going concern opinion on the Company's December 29, 2001 consolidated
financial statements. The default notification increased the interest rates
charged to the Company by 1% effective June 1, 2002. The Company's lender is
also requiring the Company to retain a consultant from a list supplied by the
lender. As of July 31, 2002, the Company is not in violation of any other
covenants on its revolving credit and term debt facility. However, the Company's
sales for the six months ended June 29, 2002 decreased 40.7% compared to the six
months ended June 30, 2001 and the Company incurred a net loss of $1,128,000 for
the six months ended June 29, 2002. As a result, if results of
operations do not improve in subsequent periods in 2002, the Company expects
that it will not comply with the fixed charge coverage ratio covenant on its
revolving credit and term debt facility through December 28, 2002.
The notes payable to the former lender and the mortgage loan contain cross
default provisions with the revolving credit and term loans in default.
Accordingly, these amounts are reflected as current liabilities in the
accompanying consolidated balance sheet. Because of the default on the revolving
credit and term loans, interest rates charged to the Company could increase by
2% on its mortgage loan and by 5% on the note payable to the former lender. The
note payable to the former shareholders of Apex matures on January 2, 2003 and
is included in current liabilities in the June 29, 2002 consolidated balance
sheet. The Company would be unable to pay the amount classified as current
liabilities if demand was made by any of the lenders which raises substantial
doubt about the Company's ability to continue as a going concern. The Company is
working with its lenders to renegotiate the terms and covenants under its credit
facilities; however, there is no assurance that any changes will be made or that
the changes will be sufficient for the Company to comply with the covenants and
make scheduled payments. The Company is also working to reduce operating
expenses and diversify its customer base to improve its sales and operating
results.
The note payable to the former shareholders of Apex Machine Tool Company Inc.
has been amended to provide for a moratorium on six principal payments that
would have been due over the six month period commencing July 1, 2002. In July
of 2002 a $25,000 penalty was paid in accordance with the note since the entire
principal had not been paid as of June 30, 2002, resulting in a charge to
interest expense of $25,000 in the second quarter of 2002. The remaining terms
of the note have not changed and the note is due in full on January 3, 2003.
In April 2002, the Company's largest customer notified the Company to delay work
and delivery on a significant portion of the Company's inventory due to its
reduced requirements. The Company is in discussions with the customer to receive
payment for the inventory.
If results of operations do not improve in subsequent periods in 2002, the
Company will experience cash flow difficulties which would adversely affect the
Company's ability to make payments on the Company's obligations as they become
due.
As of June 29, 2002, the Company's current liabilities exceed its current assets
by $13,046,305 as a result of the debt classified as current liabilities as
discussed above. As a result of the default on the Company's revolving and term
loans, the lender reduced the borrowing availability on June 4, 2002 of
$350,000, and intends to make reductions of $175,000 on July 31, 2002 and
$175,000 on August 30, 2002. As of June 29, 2002, $1,773,428 was outstanding on
the Company's revolving line of credit and $1,811,637 was available for
additional borrowings after giving effect to the $350,000 initial reduction in
borrowing availability. As discussed above, the Company would be unable to pay
the amounts in default if demand was made by any of the lenders and is working
with its lenders to renegotiate the terms and covenants under its credit
facilities.
Net cash provided by operating activities of $1,250,000 for the six months ended
June 29, 2002, resulted primarily from lower receivables and inventory amounts
partially offset by lower accrued expenses and employee compensation.
Net cash used in investing activities of $41,000 for the six months ended June
29, 2002, consisted primarily of expenditures for machinery and computer
equipment.
Net cash used by financing activities of $1,052,000 for the six months ended
June 29, 2002, resulted from repayments on the Company's revolving line of
credit and term debt, partially offset by proceeds from the exercise of common
stock options.
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; the Company's ability to comply with the financial covenants
in its credit facility and its ability to continue as a going concern if it is
unable to comply with such covenants; and other factors discussed in this report
and in the Company's annual report on Form 10-K for the year ended December 29,
2001. 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At June 29, 2002 there have been no material changes in information regarding
quantitative and qualitative disclosure about market risk from the information
presented as of December 29, 2001 in the Company's Form 10-K.
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 Amended and Restated By-laws
10.1 Letter dated May 14, 2002 regarding the Change of Control
Agreement dated January 29, 1999 between Edac and Ronald G.
Popolizio.
10.2 Letter dated May 14, 2002 regarding the Change of Control
Agreement dated December 1, 2000 between Edac and Richard A.
Dandurand.
10.3 Form of Agreements regarding Indemnification between Edac and
each of its directors and executive officers.
(b) Reports on Form 8-K
Form 8-K dated April 26, 2002, filed with the SEC on May 3, 2002 to
report pursuant to Item 6 the resignation of Dominick Pagano from Edac's Board
of Directors
Form 8-K dated May 16, 2002, filed with the SEC on May 21, 2002 to
report pursuant to Item 4 the change in auditors for the year ending December
28, 2002.
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 13, 2002 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 Incorporation (1)
3.2 Edac's Amended and Restated By-laws (2)
10.1 Letter dated May 14, 2002 regarding the Change
of Control Agreement dated January 29, 1999
between Edac and Ronald G. Popolizio.
10.2 Letter dated May 14, 2002 regarding the Change
of Control Agreement dated December 1, 2000
between Edac and Richard A. Dandurand.
10.3 Form of Agreements regarding Indemnification between
Edac and each of its directors and executive officers.
(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 Current Report on
Form 8-K dated February 19, 2002.