UNITED STATES
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 October 2, 2004
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period to
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Commission file number: 0-14275
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EDAC Technologies Corporation
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(Exact name of registrant as specified in its charter)
Wisconsin 39-1515599
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification No.)
1806 New Britain Avenue, Farmington, CT 06032
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(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
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Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes No X
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APPLICABLE ONLY TO CORPORATE ISSUERS:
On October 25, 2004 there were outstanding 4,444,438 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
October 2, January 3,
2004 2004
(Unaudited) (Note)
----------- -----------
ASSETS
CURRENT ASSETS:
Cash $ 711,806 $ 94,151
Trade accounts receivable, net 5,504,954 3,154,498
Inventories, net 4,558,271 4,611,253
Prepaid expenses and other 270,215 60,424
Refundable income taxes 331,154 --
----------- -----------
TOTAL CURRENT ASSETS 11,376,400 7,920,326
----------- -----------
PROPERTY, PLANT, AND EQUIPMENT 25,842,995 25,485,628
less-accumulated depreciation 16,921,660 15,542,501
----------- -----------
8,921,335 9,943,127
----------- -----------
OTHER ASSETS:
Deferred income taxes 258,608 258,608
Other 60,588 43,751
----------- -----------
$20,616,931 $18,165,812
=========== ===========
Note: The balance sheet at January 3, 2004 has been derived from the audited
consolidated financial statements at that date.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
October 2, January 3,
2004 2004
(Unaudited) (Note)
------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving line of credit $ 4,388,965 $ 2,550,832
Current portion of long-term debt 1,477,864 2,254,142
Trade accounts payable 3,635,924 2,098,415
Accrued employee compensation
and amounts withheld 988,339 972,630
Other accrued expenses 371,551 412,201
Customer advances 354,581 77,138
Deferred income taxes 258,959 258,959
------------ ------------
TOTAL CURRENT LIABILITIES 11,476,183 8,624,317
------------ ------------
LONG-TERM DEBT,
less current portion 4,420,064 5,671,190
------------ ------------
OTHER LONG-TERM LIABILITIES 1,125,063 1,125,063
------------ ------------
SHAREHOLDERS' EQUITY:
Common stock, par value $.0025 per
share; 10,000,000 shares authorized;
4,444,438 shares issued 11,111 11,111
Additional paid-in capital 9,377,508 9,377,508
Accumulated deficit (4,293,630) (5,144,009)
------------ ------------
5,094,989 4,244,610
Less: accumulated other
comprehensive loss 1,499,203 1,499,203
treasury stock, 235 shares 165 165
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3,595,621 2,745,242
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$ 20,616,931 $ 18,165,812
============ ============
Note: The balance sheet at January 3, 2004 has been derived from the audited
consolidated financial statements at that date.
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 nine months ended
---------------------------------- ----------------------------------
October 2, Sept. 27, October 2, Sept. 27,
2004 2003 2004 2003
------------ ------------ ------------ ------------
Sales $ 7,542,469 $ 6,437,696 $ 23,615,853 $ 19,684,841
Cost of sales 6,764,848 5,655,411 20,923,863 17,640,983
------------ ------------ ------------ ------------
Gross profit 777,621 782,285 2,691,990 2,043,858
Selling, general and
administrative expenses 608,481 663,023 1,880,767 2,136,584
------------ ------------ ------------ ------------
Income (loss)
from operations 169,140 119,262 811,223 (92,726)
Non-operating income
(expense):
Gain on debt
forgiveness -- -- 250,000 --
Gain on debt
restructuring -- -- -- 7,253,203
Interest expense (152,684) (171,474) (474,998) (518,407)
Other -- 500 -- 43,713
------------ ------------ ------------ ------------
Income (loss)
before income taxes 16,456 (51,712) 586,225 6,685,783
Benefit from income taxes 281,154 -- 264,154 --
------------ ------------ ------------ ------------
Net income (loss) $ 297,610 $ (51,712) $ 850,379 $ 6,685,783
============ ============ ============ ============
Income (loss) per share data (Note A):
Basic $ 0.07 $ (0.01) $ 0.19 $ 1.51
============ ============ ============ ============
Diluted $ 0.06 $ (0.01) $ 0.18 $ 1.49
============ ============ ============ ============
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 nine months ended
-----------------------------------------
October 2, Sept. 27,
2004 2003
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Operating Activities:
Net income $ 850,379 $ 6,685,783
Depreciation and amortization 1,406,601 1,445,142
Gain on sales of equipment -- (31,441)
Forgiveness of debt (250,000) (7,253,203)
Changes in working capital items (1,048,408) (545,187)
----------- -----------
Net cash provided by
operating activities 958,572 301,094
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Investing Activities:
Additions to property, plant
and equipment (167,367) (287,194)
Proceeds from sales of property,
plant and equipment -- 134,623
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Net cash used in
investing activities (167,367) (152,571)
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Financing Activities:
Increase in revolving
line of credit 1,838,133 1,705,349
Repayments of long-term debt (3,626,404) (1,819,808)
Borrowings on long-term debt 1,659,000 --
Proceeds from exercise of common
stock options -- 14,200
Deferred loan fees (44,279) (59,065)
----------- -----------
Net cash used in
financing activities (173,550) (159,324)
----------- -----------
Increase (decrease) in cash 617,655 (10,801)
Cash at beginning of period 94,151 207,501
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Cash at end of period $ 711,806 $ 196,700
=========== ===========
Supplemental Disclosure of
Cash Flow Information:
Interest paid $ 486,441 $ 550,448
Income taxes paid (refunded) 12,950 (697,068)
Non-cash transactions:
Capital lease obligation 190,000 --
Fractional shares of common
stock returned to the
Company from ESOP -- 165
The accompanying notes are an integral part of these condensed consolidated
financial statements.
EDAC TECHNOLOGIES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
OCTOBER 2, 2004
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America 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 three and nine months ended October 2, 2004 are not
necessarily indicative of the results that may be expected for the year ending
January 1, 2005. For further information, refer to the financial statements and
footnotes thereto included in the Company's annual report on Form 10-K for the
fiscal year ended January 3, 2004.
Inventories: Inventories are stated at the lower of cost (first-in, first-out
method) or market. As of October 2, 2004 and January 3, 2004, inventories
consisted of the following:
October 2, January 3,
2004 2004
----------- -----------
Raw materials $ 909,143 $ 673,774
Work-in-progress 2,777,991 2,494,102
Finished goods 1,557,994 2,143,066
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5,245,128 5,310,942
Reserve for excess
and obsolete (686,857) (699,689)
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Inventories, net $ 4,558,271 $ 4,611,253
=========== ===========
Income (loss) per share: The number of shares used in the income (loss) per
common share computations for the three and nine month periods ended October 2,
2004 and September 27, 2003 are as follows:
For the three months ended For the nine months ended
--------------------------------- ---------------------------------
October 2, Sept. 27, October 2, Sept. 27,
2004 2003 2004 2003
----------- ----------- ----------- -----------
Basic:
Average common
shares outstanding 4,444,438 4,425,270 4,444,438 4,419,011
Diluted:
Dilutive effect of
stock options 217,410 -- 194,068 72,908
----------- ----------- ----------- -----------
Average common
shares diluted 4,661,848 4,425,270 4,638,506 4,491,919
=========== =========== =========== ===========
Options excluded
since anti-dilutive 97,000 533,600 97,000 310,500
=========== =========== =========== ===========
The Company uses the intrinsic value method of accounting for stock options. Had
compensation cost for the Company's employee stock option plans been determined
based on the fair value at the grant dates of awards under these plans
consistent with the methodology prescribed by SFAS No. 123, the Company's net
income (loss) would have been adjusted to reflect the following pro forma
amounts:
For the three months ended For the nine months ended
------------------------------ ---------------------------------
October 2, Sept. 27, October 2, Sept. 27,
2004 2003 2004 2003
----------- ---------- ----------- -------------
Income (loss):
As reported $ 297,610 ($ 51,712) $ 850,379 $ 6,685,783
Effect of stock-based employee
compensation expense determined
under fair valuation method for
all awards, net of any
related tax effects (1,022) (23,271) (31,243) (34,371)
----------- ---------- ----------- -------------
Pro forma $ 296,588 ($ 74,983) $ 819,136 $ 6,651,412
=========== ========== =========== =============
Income (loss) per common share:
Basic:
As reported $ 0.07 ($ 0.01) $ 0.19 $ 1.51
Pro forma $ 0.07 ($ 0.02) $ 0.18 $ 1.51
Diluted:
As reported $ 0.06 ($ 0.01) $ 0.18 $ 1.49
Pro forma $ 0.06 ($ 0.02) $ 0.18 $ 1.48
Comprehensive Income (Loss): Comprehensive income (loss) is the same as net
income (loss)for the three and nine month periods ended October 2, 2004 and
September 27, 2003 since the valuation used in connection with determining the
amount of the change in the minimum pension liability is determined at the end
of the year.
Income Taxes: The income tax benefit reflects in the third quarter of 2004 the
determination of the income tax receivable of $331,154. Income taxes for the
three and nine month periods ended October 2, 2004 also vary from those amounts
that would be expected using statutory rates, due to the utilization of net
operating loss carry forwards.
Treasury Stock: On October 11, 2002, the Company terminated its Employee Stock
Ownership Plan and distributed the accounts of all participants in the form of
shares of the Company. The fractional share portion of each account was paid in
cash by the Company. The fractional shares totaling 235 shares were transferred
back to the Company as treasury stock in 2003.
New Accounting Standards: In December 2003, the Financial Accounting Standards
Board (FASB) issued SFAS No. 132(revised 2003), "Employers Disclosures about
Pensions and Other Postretirement Benefits, an
amendment of FASB Statements No. 87, 88 and 106" (FAS 132 revised 2003). FAS 132
(revised 2003) requires disclosures about defined benefit pension plans' and
other postretirement benefit plans' assets, obligations, cash flows and net
cost, and retains a number of disclosures required by SFAS No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits." The Company
adopted the annual disclosure provisions for the fiscal year ended January 3,
2004. The Company adopted the interim disclosure provisions effective in the
first quarter 2004 as provided in Note C.
NOTE B -- FINANCING ARRANGEMENTS
Long-term debt consists of the following:
October 2, January 3,
2004 2004
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Term notes payable to primary lender
due in monthly principal installments
of $122,734 plus interest (1) $1,240,999 $2,345,605
Note payable due in monthly principal
installments of $73,611 plus
interest at 7% (4) -- 682,080
Note payable to former lender (3) 750,000 1,000,000
Mortgage loan to bank due in 240 monthly
installments of $16,423 including
interest at 7.5% subject to
change every five years 1,856,407 1,901,043
Mortgage loan to bank (2) 1,638,464 --
Note payable to former shareholders of
Apex Machine Tool Company, Inc. (2) -- 1,659,638
Equipment notes payable due in 36 monthly
principal payments of $700 and $674 3,398 16,467
Capitalized lease obligations 408,660 320,499
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5,897,928 7,925,332
Less-current portion of long-term debt 1,477,864 (2) 2,254,142
---------- ----------
$4,420,064 $5,671,190
========== ==========
(1) The Company's primary lender provides financing in the form of term loans
and a revolving line of credit limited to an amount determined by a formula
based on percentages of the Company's receivables and inventory. The interest
rates are based on the index rate (30 day dealer placed commercial paper) plus
3.75% (5.52% at October 2, 2004)
for the revolving credit line and the index rate plus 4% (5.77% at October 2,
2004) for the term loans. On January 15, 2004, the lender amended the terms of
the financing arrangement by increasing the availability on the Company's
revolving line of credit by $400,000 and changing the fixed charge coverage
ratio covenant for 2004 from 1.0 to 90% of the ratio as projected in the
Company's budget. On May 20, 2004, the lender again amended the terms of the
financing arrangement by increasing the availability on the Company's revolving
line of credit by an additional $340,000. As of October 2, 2004, the Company was
in compliance with its debt covenants. As of October 2, 2004, $4,388,965 was
outstanding on the Company's revolving line of credit and $1,211,000 was
available for additional borrowings. The revolving credit line and term loans
mature on January 3, 2005. The Company has received proposals to provide a
revolving line of credit, term debt and an equipment line of credit upon the
expiration of the above credit arrangement.
(2) On March 5, 2004, a local bank refinanced the note payable to the former
shareholders of Apex Machine Tool Company Inc, paying that note in full (the
"March 2004 Refinancing"). The new mortgage loan in the original amount of
$1,659,000 is secured by a mortgage on the Company's real property located in
Farmington, Connecticut, and is due in 120 monthly installments of $12,452
including interest at 6.49% with a balloon payment due on April 1, 2014. The
monthly payment will be adjusted by the bank every 5 years to reflect interest
at the FHLBB Amortizing Advance Rate plus 2.75%. The classification of long-term
debt has been determined in the accompanying January 3, 2004 consolidated
balance sheet based on the repayment terms after consideration of the March 2004
Refinancing.
(3) On April 1, 2004, in accordance with an April 3, 2003 agreement with the
Company's former lender, the $1 million non-interest bearing note payable to the
former lender reduced to $750,000, since certain events, including a change of
control, sale of the Company or liquidation, had not occurred or been initiated
as of that date. This forgiveness of debt was recorded by the Company as a gain
in the first quarter of 2004. The note will be forgiven in its entirety on April
1, 2005 if no such disqualifying events have occurred or been initiated as of
that date.
(4) On September 30, 2004, the final payment of $73,611 plus interest was made
on this note.
NOTE C - PENSION PLAN EXPENSE
The following table sets forth the components of net periodic benefit cost (in
thousands):
For the three months ended For the nine months ended
-------------------------- -------------------------
October 2, Sept. 27, October 2, Sept. 27,
2004 2003 2004 2003
------------ ----------- ----------- ------------
Components of net periodic benefit cost:
Interest cost $ 91 $ 90 $ 273 $ 270
Expected return on plan assets (70) (63) (210) (189)
Amortization of actuarial loss 32 38 96 114
----- ----- ----- -----
Net periodic pension expense $ 53 $ 65 $ 159 $ 195
===== ===== ===== =====
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Sales. The Company's sales increased $1,105,000, or 17.2%, and $3,931,000, or
20.0%, for the three and nine months ended October 2, 2004, respectively, as
compared to the three and nine month periods ended September 27, 2003. The
increase in sales was due to increased sales to our primary machine tool and
aerospace customers. Specifically, aerospace related sales increased by $738,000
for the nine months ended October 2, 2004 due to an agreement reached with the
Company's largest aerospace customer (see Liquidity and Capital Resources
section).
As of October 2, 2004, sales backlog was approximately $21,100,000 compared to
$18,000,000 as of January 3, 2004. 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 $7,500,000 of
its October 2, 2004 backlog during the remainder of the 2004 fiscal year. The
remaining $13,600,000 of backlog is deliverable in the fiscal year 2005 and
beyond.
Cost of Sales. Cost of sales as a percentage of sales increased to 89.7% from
87.8% and decreased to 88.6% from 89.6% for the three and nine month periods
ended October 2, 2004, compared to the three and nine month periods ended
September 27, 2003. The increase for the three months ended October 2, 2004 was
due to higher maintenance and expendable tooling costs. The decrease for the
nine months ended October 2, 2004 was due to sales levels increasing in 2004
greater than manufacturing costs due to the fixed element of certain
manufacturing costs, offset by higher maintenance and expendable tooling costs.
Additionally, the Company's consolidation of its four independent divisions into
one operating entity in the first quarter of 2003 allowed the Company to reduce
overhead, improve efficiencies and share resources. The Company incurred costs
associated with the consolidation of $159,000 in the first quarter of 2003 which
were included in cost of sales.
Selling, General & Administrative Expenses. Selling, general and administrative
expenses decreased by $55,000, or 8.2%, and by $256,000,
or 12.0%, for the three and nine month periods ended October 2, 2004, compared
to the three and nine month periods ended September 27, 2003. The decrease in
these costs was mainly the result of decreased professional expenses.
Interest Expense. Interest expense decreased by $19,000, or 11.0%, and by
$43,000, or 8.4%, for the three and nine month periods ended October 2, 2004,
compared to the three and nine month periods ended September 27, 2003. This
decrease was due to (i) the March 2004 Refinancing described in Note B, which
decreased the interest rate on $1,659,000 of debt by 3.63% and (ii) lower debt
levels.
Gain on Debt Forgiveness. The Company recorded a gain of $250,000 in the first
quarter of 2004 reflecting the forgiveness of a portion of the non-interest
bearing note with its former lender from $1,000,000 to $750,000. This reduction
was in accordance with the Company's April 3, 2003 agreement with the former
lender. (See Note B to condensed consolidated financial statements).
Liquidity and Capital Resources.
In June 2004, the Company and its largest aerospace customer reached an
agreement whereby the customer would pay an advance of $1.8 million in
connection with certain contracts that had been put on hold by the customer in
2002. In the third quarter, upon receipt of the payment in July 2004, the
customer took title to the related inventory and the Company recorded a
reduction to inventory of approximately $1.0 million, representing the
difference between the payment of $1.8 million and the portion of the advance
associated with completed contracts for which revenue of $785,000 was recognized
at that time.
Net cash provided by operating activities of $959,000 for the nine months ended
October 2, 2004 resulted primarily from net income adjusted for non-cash
expenses, an increase in accounts payable and an increase in customer deposits,
partially offset by increases in accounts receivable, refundable income taxes
and prepaid expenses. Accounts receivable increased $2,350,000 and accounts
payable increased $1,538,000 since January 3, 2004, due to increased sales and
production in the quarter ended October 2, 2004. Customer advances increased
$277,000 since January 3, 2004, due to advances from a non-aerospace customer on
certain large contracts to be delivered in 2004. The Company is able to borrow
against the increase in eligible accounts receivable through its revolving line
of credit.
Net cash used in investing activities of $167,000 for the nine months ended
October 2, 2004, consisted of expenditures for machinery and computer equipment.
Net cash used in financing activities of $174,000 for the nine months ended
October 2, 2004, resulted from repayments of long-term debt
partially offset by borrowings on the Company's revolving line of credit.
Net cash provided by operating activities of $301,000 for the nine months ended
September 27, 2003, resulted primarily from net income adjusted for non-cash
income related to the forgiveness of indebtedness and adjusted for non-cash
charges for depreciation and amortization and a decrease in inventories and the
collection of refundable income taxes, offset by increases in accounts
receivable and prepaid expenses.
Net cash used in investing activities of $153,000 for the nine months ended
September 27, 2003 consisted primarily of expenditures for machinery and
computer equipment, offset by proceeds from the sale of equipment.
Net cash used in financing activities of $159,000 for the nine months ended
September 27, 2003 resulted from repayments of long-term debt, partially offset
by borrowings on the Company's revolving line of credit.
On January 15, 2004, the Company's primary lender amended the Company's
revolving credit facility and term loans. Under the terms of the amended
agreement, the lender increased the availability on the Company's revolving line
of credit by $400,000 and changed the fixed charge coverage ratio covenant for
2004 from 1.0 to 90% of the ratio as projected in the Company's budget. On May
20, 2004, the lender again amended the terms of the financing arrangement by
increasing the availability on the Company's revolving line of credit by an
additional $340,000. As of October 2, 2004, the Company was in compliance with
its debt covenants. As of October 2, 2004, $4,388,965 was outstanding on the
Company's revolving line of credit and $1,211,000 was available for additional
borrowings. The revolving credit line and term loans mature on January 3, 2005.
The Company has received proposals to provide a revolving line of credit, term
debt and an equipment line of credit upon the expiration of the above credit
arrangement.
On March 5, 2004, a local bank refinanced the note payable to the former
shareholders of Apex Machine Tool Company Inc, paying that note in full (the
"March 2004 Refinancing"). The new mortgage loan, which is secured by a mortgage
on the Company's real property located in Farmington Connecticut, is due in 120
monthly installments of $12,452 including interest at 6.49% with a balloon
payment due on April 1, 2014. The monthly payment will be adjusted by the bank
every 5 years to reflect interest at the FHLBB Amortizing Advance Rate plus
2.75%. The classification of long-term debt has been determined in the
accompanying January 3, 2004 consolidated balance sheet based on the repayment
terms after consideration of the March 2004 Refinancing as described in note B).
On September 30, 2004, the Company made the final monthly payment of $73,611
plus interest on a note payable that was a result of the 2003 debt
restructuring.
All statements other than historical statements contained in this 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, statements about the Company's bank agreements,
statements about the Company's backlog, statements about the Company's action 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 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; and other factors
discussed in the Company's annual report on Form 10-K for the fiscal year ended
January 3, 2004. 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 October 2, 2004 there have been no material changes in information regarding
quantitative and qualitative disclosure about market risk from the information
presented as of January 3, 2004 in the Company's Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure and procedures
The Company's management with the participation of the Chief Executive Officer
and Chief Financial Officer of the Company evaluated the effectiveness of the
Company's disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of October 2, 2004 and, based on this evaluation,
concluded that the Company's disclosure controls and procedures are functioning
in an effective manner in that they provide reasonable assurance 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.
Change in internal controls
No changes in the Company's internal control over financial reporting occurred
during the fiscal quarter ended October 2, 2004, that have materially affected,
or are reasonably likely to materially affect, the Company's internal control
over financial reporting.
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
31.1 Certification of Chief Executive Officer pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934, as
amended.
31.2 Certification of Chief Financial Officer pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934, as
amended.
32.1 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Rule 13a-14(b) under the Securities
Exchange Act of 1934, as amended.
* Incorporated by reference
(b) Reports on Form 8-K
On August 4, 2004, the Company filed a report on Form 8-K to report,
under Items 7 and 12, the Company's financial results for its second
quarter ended July 3, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
EDAC TECHNOLOGIES CORPORATION
November 2, 2004 By /s/ Glenn L. Purple
---------------------------------
Glenn L. Purple, Chief Financial
Officer and duly authorized officer
EXHIBIT INDEX
NUMBER DESCRIPTION
3.1 EDAC's Amended and Restated Articles of Incorporation (1)
3.2 EDAC's Amended and Restated By-laws (2)
31.1* Certification of Chief Executive Officer pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934, as
amended.
31.2* Certification of Chief Financial Officer pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934, as
amended.
32.1* Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Rule 13a-14(b) under the Securities
Exchange Act of 1934, as amended.
(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 Report
on Form 8-K dated February 19, 2002.
* Filed herewith.