UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 3, 2004. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from________________ to _______________. Commission file number 0-14275 EDAC Technologies Corporation ----------------------------- (Exact Name of Registrant as Specified in Its Charter) Wisconsin 39-1515599 - ------------------------------- ------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1806 New Britain Avenue, Farmington, Connecticut 06032 - ------------------------------------------------ ------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (860) 677-2603 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on Which Registered N/A N/A ------------------- --------------------- Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.0025 par value ------------------------------ (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]. As of June 27, 2003, 4,415,803 shares of Common Stock were outstanding, and the aggregate market value of the Common Stock (based upon the $0.78 closing price on that date on the OTC Bulletin Board) held by nonaffiliates (excludes shares reported as beneficially owned by directors and officers - does not constitute an admission as to affiliate status) was approximately $2,449,637. As of March 2, 2004, there were 4,444,438 shares of Common Stock outstanding. 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 January 3, 2004 Part I and Part II Proxy Statement relating to 2004 Annual Meeting of Shareholders Part III All statements other than historical statements contained in this Annual Report on Form 10-K or deemed to be contained herein due to incorporation by reference to a different document constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Without limitation, these forward looking statements include statements regarding the Company's business strategy and plans, statements about the adequacy of the Company's working capital and other financial resources, statements about the Company's bank agreements, statements about the Company's backlog, statements about the Company's actions to improve operating performance, and other statements herein that are not of a historical nature. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and other factors, many of which are outside of the Company's control, that could cause actual results to differ materially from such statements. These include, but are not limited to, factors which could affect demand for the Company's products and services such as general economic conditions and economic conditions in the aerospace industry and the other industries in which the Company competes; competition from the Company's competitors; the Company's ability to reduce costs; the Company's ability to effectively use business-to-business tools on the Internet to improve operating results; the adequacy of the Company's revolving credit facility and other sources of capital. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. PART I ITEM 1. BUSINESS. General The accompanying consolidated financial statements include EDAC Technologies Corporation ("We", "EDAC" or the "Company") and its wholly-owned subsidiaries, Gros-Ite Industries, Inc. and Apex Machine Tool Company, Inc. We provide complete design, manufacture and service meeting the precision requirements of some of the most exacting customers in the world for tooling, fixtures, molds, jet engine components and machine spindles. As a result of the restructuring commencing in the fourth quarter of 2002 and ending in the first quarter of 2003, the Company operated during 2003 as one segment. Products We currently offer design and manufacturing services for a wide range of industries in areas such as special tooling, equipment and gauges, and components used in the manufacture, assembly and inspection of jet engines. We also specialize 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. We have introduced new Spindle proprietary products for the woodworking and automotive markets, and in July 2003, we entered into an exclusive worldwide licensing agreement to develop, design, manufacture and market a patented hydrostatic spindle product line. We maintain manufacturing facilities with computerized, numerically controlled machining centers, and grinding, welding, painting and assembly capabilities. Products manufactured by us include precision rings, and other components for jet engines, industrial spindles and specialized machinery designed by us or others and other assemblies requiring close tolerances. Patents and Trademarks We currently hold no patents or registered trademarks, tradenames or similar intellectual property. We believe that the nature of our business presently does not require the development of patentable products or registered tradenames or trademarks. Marketing and Competition The Company developed its high skill level by serving the aerospace industry for over 50 years. For the fiscal year ended January 3, 2004, approximately 45% of our sales were an aerospace company and approximately 12% of our sales were to a consumer products company. We provide a range of components, tooling, fixtures and design services for the aerospace company. In addition, we have expanded our commitment to serving the manufacturing needs of a broad base of industrial customers. The loss of the aerospace customer, or a significant decrease in the amount of business we do with this customer, would have a material adverse effect on our business. The competition for design, manufacturing and service in precision machining and machine tools consists of independent firms, many of which are smaller than us. This allows us to bring a broader spectrum of support to our customers who are consistently looking for ways to consolidate their vendor base. We also compete against the in-house manufacturing and service capability of our larger customers. We believe that the trend by large manufacturers to outsource activities that are outside their core competency is an opportunity for us. The market for our products and precision machining capabilities continues to change with the development of more sophisticated use of business-to-business tools on the internet. We are actively involved in securing new business leads on the internet and have participated in internet auctions and research for quoting opportunities. We believe that we have a distinct competitive advantage through our ability to provide high quality, high precision, quick turnaround support to customers from design to delivery. Our experience and reputation in the demanding aerospace business provides an extra level of expertise in meeting our customers' requirements. We believe our commitment to continuous improvement and the latest technology will generate productivity improvements required to respond to the increasing price pressure in the competitive marketplace. Backlog Our backlog as of January 3, 2004, was approximately $18,000,000 compared to $18,500,000 as of December 28, 2002. The decrease is primarily due to the sales backlog decrease in the Engineered Precision Components group. 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. We presently expect to complete approximately $10,000,000 of our January 3, 2004 backlog during the 2004 fiscal year. We maintain a website with the address www.edactechnologies.com. We are not including the information contained on our website as part of, or incorporating it by reference into, this Annual Report on Form 10-K. Employees As of February 12, 2004, we had approximately 200 employees. ITEM 2. PROPERTIES. The following table describes the location and general character of our principal plants and other materially important physical properties. The properties at 1790 and 1798 New Britain Avenue were renovated in 1997 to improve production, increase capacity and improve the appearance of both the interior and exterior. The building at 1806 New Britain Avenue was constructed in 1995 for our Large Machining operation. Square Owned or Principal Address Feet Leased Activity ------- ---- ------ --------- 1790 New Britain Ave. 47,000 Owned Manufacturing Farmington, CT. 06032 (1) Design engineering services 1798 New Britain Ave. 20,800 Owned Design and manufac- Farmington, CT. 06032 (1) ture of spindles 1806 New Britain Ave. 19,200 Owned Manufacturing Farmington, CT. 06032 (1) Corporate offices 21 Spring Lane 44,000 Owned Manufacturing Farmington, CT 06032 (1) Warehouse Held for lease 1838 New Britain Ave. 3,000 Leased Warehouse Farmington, CT. 06032 (2) (1) Property subject to mortgage securing certain corporate indebtedness. (2) Property vacated upon expiration of lease in July 2003. ITEM 3. LEGAL PROCEEDINGS. We are 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 January 3, 2004. 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 3 of our 2003 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 4 of our 2003 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 5 through 14 of our 2003 Annual Report to Shareholders. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK. We do not invest in derivative financial instruments, other financial instruments or derivative commodity instruments. 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 5 through 14 of our 2003 Annual Report to Shareholders. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Information in response to this item is incorporated herein by reference to pages 15 through 37 of our 2003 Annual Report to Shareholders. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Information in response to this item was previously reported by the Company in Current Reports on Form 8-K filed by the Company on August 5, 2003 and on May 21, 2002. ITEM 9A. CONTROLS AND PROCEDURES. Disclosure controls and procedures. The Chief Executive Officer and Chief Financial Officer of the Company evaluated the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) as of January 3, 2004 and, based on this evaluation, concluded that the Company's disclosure controls and procedures are functioning in an effective manner to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. There has been no change in the Company's internal control over financial reporting during the Company's fiscal year ended January 3, 2004 that has materially affected, or is reasonably likely to materially affect, the Corporation's internal control over financial reporting. 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" and "Section 16(a) Beneficial Ownership Reporting Compliance" in our definitive Proxy Statement for our 2004 Annual Meeting of Shareholders ("EDAC's 2004 Proxy Statement"), which will be filed within 120 days after the end of our fiscal year ended January 3, 2004. We have adopted a written code of ethics that applies to all of our employees, including but not limited to, our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of our code of ethics is filed as an exhibit to this Annual Report on Form 10-K and is also available without charge by writing to: Glenn L. Purple, Secretary, EDAC Technologies Corporation, 1806 New Britain Avenue, Farmington, Connecticut 06032. ITEM 11. EXECUTIVE COMPENSATION. Information in response to this item is incorporated herein by reference to "Election of Directors" in our 2004 Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS. Information in response to this item is incorporated herein by reference to "Security Ownership" in our 2004 Proxy Statement. The following table sets forth certain information regarding our equity compensation plans as of January 3, 2004. EQUITY COMPENSATION PLAN INFORMATION Number of securities remaining available for Number of future issuance securities to Weighted- under equity be issued upon average compensation exercise of exercise price plans outstanding of outstanding (excluding options, options, securities warrants and warrants and reflected in rights rights column (a)) Plan category (a) (b) (c) - ------------- -------------- -------------- --------------- Equity compensation plans approved by security holders -- -- -- Equity compensation plans not approved by security holders (1) 540,600(2) $ 1.36 739,500(3) Total 540,600 $ 1.36 739,500 (1) Consists of the following equity compensation plans: the 1996 Stock Option Plan (the "1996 Plan"), the 1998 Stock Option Plan (the "1998 Plan"), the 2000 Employee Stock Option Plan (the "2000 Plan") and the 2000-B Employee Stock Option Plan (the "2000-B Plan") collectively (the "Plans"). Each of the Plans provides for the grant of stock options to any director, officer or employee of the Company or any of its subsidiaries. The 2000 Plan also provides for the grant of stock options to consultants of the Company and its subsidiaries. Each of the Plans is administered by the Compensation Committee of the Company's Board of Directors. Options are generally granted for a term of ten years. The exercise price of options granted under each of the Plans must not be less than the fair market value of the Company's common stock on the date of grant. The 1996 Plan, the 1998 Plan, the 2000 Plan and the 2000-B Plan each provide for the issuance of up to 329,500, 330,000, 300,000 and 500,000 shares of common stock, respectively, upon the exercise of options granted under such plans. (2) Consists of outstanding options to purchase 82,000 shares under the 1996 Plan, 61,600 shares under the 1998 Plan, 171,000 shares under the 2000 Plan and 226,000 shares under the 2000-B Plan. (3) Includes 236,500 shares issuable under the 1996 Plan, 148,400 shares issuable under the 1998 Plan, 109,000 shares issuable under the 2000 Plan and 245,600 shares issuable under the 2000-B Plan. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. There are no related party transactions to report. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Information in response to this item is incorporated herein by reference to "Fees of Independent Auditors" in EDAC's 2004 Proxy Statement. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a) Documents filed as a part of this report: 1. Financial Statements. The financial statements required to be filed by Item 8 hereof have been incorporated by reference to our 2003 Annual Report to Shareholders and consist of the following: Independent Auditors' Reports Report of Independent Public Accountants Consolidated Balance Sheets -- As of January 3, 2004 and December 28, 2002. Consolidated Statements of Operations -- Fiscal Years Ended January 3, 2004, December 28, 2002 and December 29, 2001. Consolidated Statements of Changes in Shareholders' Equity (Deficit) and Comprehensive Income (Loss)-Fiscal Years Ended January 3, 2004, December 28, 2002 and December 29, 2001. Consolidated Statements of Cash Flows-Fiscal Years Ended January 3, 2004, December 28, 2002 and December 29, 2001. Notes to Consolidated Financial Statements. 2. Financial Statement Schedule. The following financial statement schedule of EDAC is required to be filed by Item 8 hereof and paragraph (d) below: Independent Auditors' Reports on Schedule 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 regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. 3. Exhibits (b) Reports on Form 8-K On November 4, 2003, the Company filed a report on Form 8-K to report under Items 7 and 12, the Company's financial results for its third quarter of 2003. (c) Exhibits See Exhibit Index included as the last part of this report on Form 10-k, which Index is incorporated herein by this reference. (d) Financial Statements Schedules Refer to Item 15(a) above for listing of financial statement schedules. INDEPENDENT AUDITORS' REPORT ON SCHEDULE To the Shareholders and Board of Directors of EDAC Technologies Corporation We have audited the consolidated financial statements of EDAC Technologies Corporation and subsidiaries (the "Company") as of January 3, 2004, and for the year then ended, and have issued our report thereon dated March 5, 2004 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to revisions to the Company's consolidated financial statements for the year ended December 29, 2001 due to adoption of Statement of Financial Accounting Standards No. 145), such consolidated financial statements and report are included in the Company's annual report to shareholders for the fiscal year ended January 3, 2004 and are incorporated herein by reference. Our audit also included the financial statement schedule of the Company for the fiscal year ended January 3, 2004, listed in item 15. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audit. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements as of and for the year ended January 3, 2004, taken as a whole, presents fairly, in all material respects, the information set forth therein. The financial statement schedule for the year ended December 29, 2001 was audited by other auditors who have ceased operations. Those auditors expressed an opinion, in their report dated February 8, 2002, that such 2001 financial statement schedule, when considered in relation to the 2001 basic consolidated financial statements taken as a whole, presented fairly, in all material respects, the information set forth therein. /s/ Carlin, Charron & Rosen, LLP Glastonbury, Connecticut March 5, 2004 INDEPENDENT AUDITORS' REPORT ON SCHEDULE To the Shareholders of EDAC Technologies Corporation Farmington, Connecticut We have audited the consolidated financial statements of EDAC Technologies Corporation and subsidiaries as of December 28, 2002, and for the year then ended, and have issued our report thereon dated February 7, 2003 (except with respect to the matters discussed in the third and fourth paragraphs of Note D as to which the date is April 10, 2003, which report expresses an unqualified opinion and includes explanatory paragraphs relating to (i) the adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" and (ii) the transitional disclosures for 2001 related to the adoption of SFAS No. 142); such consolidated financial statements and report are included in your 2003 annual report to shareholders and are incorporated herein by reference. Our audit also included the 2002 financial statement schedule of EDAC Technologies Corporation. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audit. In our opinion, the 2002 financial statement schedule, when considered in relation to the 2002 basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. The financial statement schedule for the year ended December 29, 2001 was audited by their auditors who have ceased operations. Those auditors expressed an opinion, in their report dated February 8, 2002, that such 2001 financial statement schedule, when considered in relation to the 2001 basic consolidated financial statements taken as a whole, presented fairly, in all material respects, the information set forth therein. /s/ Deloitte & Touche LLP Deloitte & Touche LLP Hartford, Connecticut February 7, 2003 (except with respect to the matters discussed in the third and fourth paragraphs of Note D as to which the date is April 10, 2003) COPY REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE To the Shareholders and Board of Directors of Edac Technologies Corporation: We have audited in accordance with auditing standards generally accepted in the United States, the consolidated 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 8, 2002 (except with respect to the matters discussed in Notes A and K, as to which the date is April 11, 2002). 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 8, 2002 (except with respect to the matters discussed in Notes A and K, as to which the date is April 11, 2002) READERS OF THIS SCHEDULE SHOULD BE AWARE THAT THIS REPORT IS A COPY OF A PREVIOUSLY ISSUED ARTHUR ANDERSEN LLP REPORT AND THAT THIS REPORT HAS NOT BEEN REISSUED OR UPDATED SINCE FEBRUARY 8, 2002 AND ARTHUR ANDERSEN LLP COMPLETED ITS LAST POST-AUDIT REVIEW OF DECEMBER 29, 2001 CONSOLIDATED FINANCIAL INFORMATION ON APRIL 11, 2002. ARTHUR ANDERSEN LLP HAS CEASED OPERATIONS AND HAS NOT CONSENTED TO THE INCORPORATION BY REFERENCE OF THIS REPORT INTO THE COMPANY'S FORM 10-K. SCHEDULE II- VALUATION AND QUALIFYING ACCOUNTS EDAC TECHNOLOGIES CORPORATION AND SUBSIDIARIES COL. A COL. B COL. C COL. D COL. E 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 JANUARY 3, 2004: Reserves and allowances deducted from asset accounts: Allowance for doubtful accounts $ 272,815 $ 0 $ 0 (1) $ 38,628 $ 234,187 Allowance for excess and obsolete inventory 766,394 0 0 (2) 66,705 699,689 YEAR ENDED DECEMBER 28, 2002: Reserves and allowances deducted from asset accounts: Allowance for doubtful accounts 332,000 73,780 0 (1) 132,965 272,815 Allowance for excess and obsolete inventory 1,034,182 423,212 0 (2) 691,000 766,394 YEAR ENDED DECEMBER 29, 2001: Reserves and allowances deducted from asset accounts: Allowance for doubtful accounts 200,000 132,000 0 0 332,000 Allowance for excess and obsolete inventory 1,055,000 0 0 (2) 20,818 1,034,182 (1) Represents write-off of specific accounts receivable. (2) Represents disposition of inventory reserved against. 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 by the undersigned, thereunto duly authorized. EDAC TECHNOLOGIES CORPORATION BY /s/ Dominick A. Pagano ----------------------------------------- Dominick A. Pagano President and Chief Executive Officer Date: March 9, 2004 Each person whose signature appears below hereby appoints Dominick A. Pagano and Glenn L. Purple, and each of them individually, his true and lawful attorney-in-fact, with power to act with or without the other and with full power of substitution and resubstitution, in any and all capacities, to sign any and all amendments to the Form 10-K and file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signatures Title Date /s/ Dominick A. Pagano President, Chief Executive March 9, 2004 - ------------------------------- Officer and Director Dominick A. Pagano (Principal Executive Officer) /s/ Glenn L. Purple Chief Financial Officer, Vice March 9, 2004 - ------------------------------- President-Finance and Secretary Glenn L. Purple (Principal Financial and Accounting Officer) /s/ William B. Bayne, Jr. Director March 9, 2004 - ------------------------------- William B. Bayne, Jr. /s/ John Moses Director March 9, 2004 - ------------------------------- John Moses /s/ Stephen J. Raffay Director March 9, 2004 - ------------------------------- Stephen J. Raffay /s/ Ross C. Towne Director March 9, 2004 - ------------------------------- Ross C. Towne /s/ Daniel C. Tracy Director, Chairman of the Board March 9, 2004 - ------------------------------- Daniel C. Tracy EXHIBIT INDEX Exhibit Sequential Number Page Number - ------ ----------- 3.1 EDAC's Amended and Restated Articles of Incorporation (1) 3.2 EDAC's Amended and Restated By-Laws (10) 4.1 EDAC's Amended and Restated Articles of incorporation (1) 4.2 Sections of EDAC's By-Laws (10) 10.1 Gros-Ite division Pension Plan (1) 10.2 EDAC Technologies Corporation 1996 Stock Option Plan (2) 10.3 Asset Purchase Agreement dated as of May 13, 1998 by and among EDAC, (3) Apex Acquisition Corp., Apex Machine Tool Company, Inc., Gerald S. Biondi, James G. Biondi and Michael Biondi. 10.4 Purchase Agreement dated as of May 13, 1998 by and between EDAC, Gerald (3) S. Biondi, James G. Biondi and Michael Biondi providing for the acquisition of the real estate located at 17 and 21 Spring Lane, Farmington, Connecticut. 10.5 Guaranty Agreement dated as of June 30, 1998 by and among EDAC, as (3) guarantor, Apex Acquisition Corporation, Gerald S. Biondi, James G. Biondi and Michael Biondi pursuant to which EDAC has guaranteed all of the obligations of Apex Acquisition Corporation under the real estate purchase agreement. 10.6 Promissory note payable by Apex Acquisition Corporation (3) to Gerald (3) S. Biondi, James G. Biondi and Michael Biondi under the real estate purchase agreement. 10.7 Purchase agreement dated as of May 13, 1998 by and between EDAC, Gerald (3) S. Biondi and James G. Biondi providing for the acquisition, after the satisfaction of certain pre-closing conditions, by EDAC Technologies Corporation or its wholly-owned subsidiary of the property located at 55 Spring Lane, Farmington, Connecticut. 10.8 Agreement Regarding Purchase Price Adjustments dated September 24, 1998 (4) by and between EDAC, Apex Machine Tool Company, Inc., Biondi Tool Company, Inc., Gerald S. Biondi, James G. Biondi and Michael Biondi. 10.9 EDAC Technologies Corporation 1998 Stock Option Plan (5) 10.10 Termination and Release Agreement, dated October 22, 1999, between EDAC (6) and Edward J. McNerney 10.11 Loan and Security Agreement dated September 29, 2000 among General (7) Electric Capital Corp., EDAC and Apex Machine Tool Company Inc. as borrowers 10.12 Leading Borrower's and Second Borrower's Revolving Credit Notes dated (7) as of September 29, 2000 by and between General Electric Capital Corporation and EDAC 10.13 Term Note A-1 dated September 29, 2000 by and between General Electric (7) Capital Corporation and EDAC Technologies Corporation 10.14 Term Note A-2 dated September 29, 2000 by and between General Electric (7) Capital Corporation and Apex Machine Tool Company, Inc. 10.15 Pledge Agreement dated September 29, 2000 by and between General (7) Electric Capital Corporation and EDAC 10.16A Amended and Restated Term Note dated September 29, 2000 by and between (7) Fleet National Bank and EDAC 10.16B Security Agreement dated September 29, 2000 by and between Fleet (7) National Bank and EDAC 10.16C Mortgage Modification Agreement dated September 29, 2000 by and between (7) Fleet National Bank and EDAC 10.17 Intercreditor and Subordination Agreement dated September 29, 2000 by (7) and between Fleet National Bank, General Electric Capital Corp. and EDAC 10.18 EDAC Technologies Corporation 2000 Stock Option Plan (8) 10.19 EDAC Technologies Corporation 2000-B Stock Option Plan (8) 10.20 Second Amendment of Note dated December 28, 2000 by and among Apex (8) Acquisition Corp. and Gerald S. Biondi, James G. Biondi and Michael Biondi. 10.21 Loan Agreement dated February 5, 2001 by and between Farmington Savings (9) Bank and EDAC. 10.22 Commercial Mortgage Note dated February 5, 2001 by and between (9) Farmington Savings Bank and EDAC. 10.23 Open-End Mortgage Deed and Security Agreement dated February 5, 2001 by (9) and between Farmington Savings Bank and EDAC. 10.24 Environmental Indemnification Agreement dated February 5, 2001 by and (9) between Farmington Savings Bank and EDAC. 10.25 Letter dated May 14, 2002 regarding the Change of Control Agreement (11) dated January 29, 1999 between EDAC and Ronald G. Popolizio. 10.36 Letter dated May 14, 2002 regarding the Change of Control Agreement (11) dated December 1, 2000 between EDAC and Richard A. Dandurand. 10.27 Form of Agreements regarding Indemnification between EDAC and each of (11) its directors and executive officers. 10.28 Consulting Agreement dated July 18, 2002 between EDAC and Dominick A. (12) Pagano. 10.29 Separation Agreement and General Release dated July 29, 2002 between (12) EDAC and Richard A. Dandurand. 10.30 Employment Agreement dated August 13, 2002 between EDAC and Dominick A. (12) Pagano. 10.31 * Forbearance Agreement dated November 26, 2002 by and between EDAC and (13) General Electric Capital Corp. 10.32 Separation Agreement and General Release dated July 29, 2002 between (13) EDAC and Ronald G. Popolizio 10.33 Amended and Restated Employment contract dated February 13, 2003 (14) between EDAC and Dominick Pagano. 10.34 Modification Agreement by and among EDAC, Apex Machine Tool Company, (15) Inc. ("Apex"), Gros-Ite Industries, Inc. ("Gros-Ite") and Fleet National Bank dated April 1, 2003 10.35 Amended and Restated Note A of EDAC in favor of Fleet National Bank (15) dated April 1, 2003 10.36 Amended and Restated Note B of EDAC in favor of Fleet National Bank (15) dated April 1, 2003 10.37 Waiver, Consent and Amendment No. 2 to Loan and Security Agreement by (15) and among EDAC, Apex and General Electric Capital Corporation dated April 1, 2003 10.38 Amended and Restated Intercreditor and Subordination Agreement by and (15) among EDAC, Apex, Gros-Ite, Fleet National Bank, Corsair Special Situations Fund, L.P. and General Electric Capital Corporation dated April 1, 2003 10.39 Amendment No. 3 to Loan and Security Agreement by and between EDAC and (15) General Electric Capital Corporation dated June 25, 2003 10.40** Note and Mortgage Modification Agreement by and between EDAC and Farmington Savings Bank dated October 15, 2003 10.41** Consent and Amendment No. 4 to Loan and Security Agreement by and between EDAC and General Electric Capital Corporation dated January 15, 2004 10.42** Amended and Restated Employment contract dated February 13, 2004 between EDAC and Dominick Pagano. 11 Earnings per share information has been incorporated by reference to EDAC's 2003 Annual Report to Shareholders 13** EDAC's 2003 Annual Report to Shareholders 14** EDAC Technologies Corporation Code of Ethics 21** Subsidiaries 23.1** Consent of Carlin, Charron & Rosen, LLP 23.2** Consent of Deloitte & Touche LLP 23.3** Notice of Inability to Obtain Consent of Arthur Andersen LLP 31.1** Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. 31.2** Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. 32.1** Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (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, 1996. (3) Exhibit incorporated by reference to the Company's Current Report on Form 8-K dated June 30, 1998. (4) Exhibit incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended October 3, 1998. (5) Exhibit incorporated by reference to the Company's Annual Report on Form 10-K for the year ended January 2, 1999. (6) Exhibit incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended October 2, 1999. (7) Exhibit incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000. (8) Exhibit incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 30, 2000. (9) Exhibit incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001. (10) Exhibit incorporated by reference to the Company's Current Report on Form 8-k dated February 19, 2002. (11) Exhibit incorporated by reference to the Company's Quarterly Report on Form 10-q dated June 30, 2002. (12) Exhibit incorporated by reference to the Company's Quarterly Report on Form 10-q dated September 28, 2002. (13) Exhibit incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 28, 2002. (14) Exhibit incorporated by reference to the Company's Quarterly Report on Form 10-q dated March 29, 2003. (15) Exhibit incorporated by reference to the Company's Quarterly Report on Form 10-q dated June 28, 2003 * Confidential treatment requested as to certain portions. ** Filed herewith