UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
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 1, 2005
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, CT 06032
(Address of principal executive offices)
(860) 677-2603
(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
----- -----
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).
Yes No X .
----- -----
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes No X .
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
On October 25, 2005 there were outstanding 4,504,270 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 1, January 1,
2005 2005
----------- -----------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS:
Cash $ 1,665,600 $ 549,198
Trade accounts receivable, (net
of allowance for doubtful accounts
of $234,000 as of October 1, 2005
and January 1, 2005) 5,498,269 6,573,114
Inventories, net 5,192,202 4,454,937
Prepaid expenses and other 293,500 57,290
Refundable income taxes -- 330,869
Deferred income taxes 469,135 733,583
----------- -----------
TOTAL CURRENT ASSETS 13,118,706 12,698,991
----------- -----------
PROPERTY, PLANT, AND EQUIPMENT 27,513,193 25,877,359
less-accumulated depreciation 18,574,544 17,297,856
----------- -----------
8,938,649 8,579,503
----------- -----------
DEFERRED INCOME TAXES 1,930,865 766,417
OTHER 103,202 102,183
----------- -----------
TOTAL ASSETS $24,091,422 $22,147,094
=========== ===========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
October 1, January 1,
2005 2005
----------- -----------
(Unaudited) (Audited)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving line of credit $ -- $ 580,555
Current portion of long-term debt 1,274,849 1,030,282
Trade accounts payable 3,812,552 3,249,892
Accrued employee compensation
and amounts withheld 1,386,281 1,228,975
Other accrued expenses 648,937 502,450
Customer advances 118,880 363,745
----------- -----------
TOTAL CURRENT LIABILITIES 7,241,499 6,955,899
----------- -----------
LONG-TERM DEBT,
less current portion 7,517,212 8,564,927
----------- -----------
OTHER LONG-TERM LIABILITIES 1,423,054 1,423,054
----------- -----------
SHAREHOLDERS' EQUITY:
Common stock, par value $.0025 per
share; 10,000,000 shares authorized;
issued - 4,504,270 on October 1, 2005
and 4,444,438 on January 1, 2005 11,261 11,111
Additional paid-in capital 9,415,349 9,377,508
Retained earnings (accumulated deficit) 386,243 (2,282,044)
----------- -----------
9,812,853 7,106,575
Less: accumulated other comprehensive loss 1,903,196 1,903,196
treasury stock, 0 shares on
October 1, 2005 and 235 shares
on January 1, 2005 -- 165
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 7,909,657 5,203,214
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $24,091,422 $22,147,094
=========== ===========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For the three months ended For the nine months ended
--------------------------- -------------------------
October 1, October 2, October 1, October 2,
2005 2004 2005 2004
---------- ---------- ----------- -----------
Sales $8,687,688 $7,542,469 $25,603,200 $23,615,853
Cost of sales 7,213,060 6,764,848 21,245,563 20,923,863
---------- ---------- ----------- -----------
Gross profit 1,474,628 777,621 4,357,637 2,691,990
Selling, general and
administrative expenses 825,480 608,481 2,398,262 1,880,767
---------- ---------- ----------- -----------
Income from operations 649,148 169,140 1,959,375 811,223
Non-operating income
(expense):
Gain on debt forgiveness -- -- 750,000 250,000
Interest expense (156,082) (152,684) (477,473) (474,998)
Other 2,739 -- 16,385 --
---------- ---------- ----------- -----------
Income before income taxes 495,805 16,456 2,248,287 586,225
Provision for (Benefit from) income taxes 106,000 (281,154) (420,000) (264,154)
---------- ---------- ----------- -----------
Net income $ 389,805 $ 297,610 $ 2,668,287 $ 850,379
========== ========== =========== ===========
Income per share data (Note A):
Basic $ 0.09 $ 0.07 $ 0.60 $ 0.19
========== ========== =========== ===========
Diluted $ 0.08 $ 0.06 $ 0.56 $ 0.18
========== ========== =========== ===========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the nine months ended
-------------------------
October 1, October 2,
2005 2004
----------- -----------
Operating Activities:
Net income $ 2,668,287 $ 850,379
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 1,480,973 1,406,601
Gain on debt forgiveness (750,000) (250,000)
Deferred income taxes (900,000) --
Gain on sale of property, plant & equipment (10,000) --
Changes in working capital items 1,053,827 (1,048,408)
----------- -----------
Net cash provided by operating activities 3,543,087 958,572
----------- -----------
Investing Activities:
Additions to property, plant
and equipment (959,235) (167,367)
Proceeds from sale of property,
plant and equipment 10,000 --
----------- -----------
Net cash used in investing
activities (949,235) (167,367)
----------- -----------
Financing Activities:
(Decrease) increase in revolving line of credit (580,555) 1,838,133
Repayments of long-term debt (865,884) (3,626,404)
Borrowings on long-term debt -- 1,659,000
Deferred loan fees (69,167) (44,279)
Proceeds from exercise of options and issuance
of common stock 38,156 --
----------- -----------
Net cash used in financing activities (1,477,450) (173,550)
----------- -----------
Increase in cash 1,116,402 617,655
Cash at beginning of period 549,198 94,151
----------- -----------
Cash at end of period $ 1,665,600 $ 711,806
=========== ===========
Supplemental Disclosure of
Cash Flow Information:
Interest paid $ 502,816 $ 486,441
Income taxes paid, net of refunds 91,138 12,950
Non-cash transactions:
Capital lease obligation and equipment financing 812,736 190,000
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
EDAC TECHNOLOGIES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
October 1, 2005
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with 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 three and nine months ended October 1, 2005 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 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 1, 2005.
Inventories: Inventories are stated at the lower of cost (first-in, first-out
method) or market. The Company has specifically identified certain inventory as
obsolete or slow moving and has provided a full reserve for these parts. As of
October 1, 2005 and January 1, 2005, inventories consisted of the following:
October 1, January 1,
2005 2005
---------- ----------
Raw materials $1,052,803 $ 893,452
Work-in-progress 3,344,512 2,812,222
Finished goods 1,407,419 1,392,283
---------- ----------
5,804,734 5,097,957
Reserve for excess
and obsolete (612,532) (643,020)
---------- ----------
Inventories, net $5,192,202 $4,454,937
========== ==========
Income per share: The number of shares used in the income per common share
computations for the three and nine month periods ended October 1, 2005 and
October 2, 2004 are as follows:
For the three months For the nine months
ended ended
----------------------- -----------------------
October 1, October 2, October 1, October 2,
2005 2004 2005 2004
---------- ---------- ---------- ----------
Basic:
Average common
shares outstanding 4,503,920 4,444,438 4,481,923 4,444,438
Diluted:
Dilutive effect of stock options 318,367 217,410 291,083 194,068
--------- --------- --------- ---------
Average common shares diluted 4,822,287 4,661,848 4,773,006 4,638,506
========= ========= ========= =========
Options excluded since anti-dilutive 32,000 97,000 32,000 97,000
========= ========= ========= =========
6
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 would have been adjusted to reflect the following pro forma amounts:
For the three months For the nine months
ended ended
----------------------- -----------------------
October 1, October 2, October 1, October 2,
2005 2004 2005 2004
---------- ---------- ---------- ----------
Income:
As reported $389,805 $297,610 $2,668,287 $850,379
Effect of stock-based
employee compensation
expense determined under
fair valuation method for
all awards, net of any
related tax effects (6,592) (1,022) (26,369) (31,243)
-------- -------- ---------- --------
Pro forma $383,213 $296,588 $2,641,918 $819,136
======== ======== ========== ========
Income per common share:
Basic:
As reported $ 0.09 $ 0.07 $ 0.60 $ 0.19
Pro forma $ 0.09 $ 0.07 $ 0.59 $ 0.18
Diluted:
As reported $ 0.08 $ 0.06 $ 0.56 $ 0.18
Pro forma $ 0.08 $ 0.06 $ 0.55 $ 0.18
Comprehensive Income: Comprehensive income is the same as net income for the
three and nine month periods ended October 1, 2005 and October 2, 2004, since
the valuation used in connection with determining the amount of the change in
the Company's minimum pension liability is determined at the end of the year.
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. The Company reissued the 235
shares of treasury stock in connection with the exercise of a stock option in
the first quarter of 2005.
New Accounting Standards: In December 2004, the Financial Accounting Standards
Board issued SFAS No. 123 (revised 2004), "Share-Based Payment". SFAS 123
(revised 2004) requires companies to recognize in the statement of operations
the grant-date fair value of stock options and other equity-based compensation.
That cost will be recognized over the period during which an employee is
required to provide service in
7
exchange for the award, usually the vesting period. Subsequent changes in fair
value during the requisite service period, measured at each reporting date, will
be recognized as compensation cost over that period. In April 2005, the SEC
extended the effective date for SFAS No. 123 (revised 2004) for public
companies, to the beginning of a registrant's next fiscal year that begins after
June 15, 2005. The Company will be required to adopt SFAS No. 123 (revised 2004)
in its first quarter of fiscal 2006. The Company is evaluating the impact of the
adoption of SFAS No. 123 (revised 2004) on the Company's financial position and
results of operations.
In March 2005, the Financial Accounting Standards Board issued Interpretation
No. 47, "Accounting for Conditional Asset Retirement Obligations (an
interpretation of FASB No. 143)". This Interpretation provides clarification
with respect to the timing of liability recognition for legal obligations
associated with the retirement of tangible long-lived assets when the timing
and/or method of settlement of the obligation are conditional on a future event.
Interpretation No. 47 is not expected to have a material impact on the Company's
financial position and results of operations.
NOTE B -- FINANCING ARRANGEMENTS
Notes payable and long-term debt consist of the following:
October 1, January 1,
2005 2005
---------- ------------
Revolving line of credit (1) $ -- $ 4,585,024
Term loans payable to Banknorth N.A. (1) 4,346,841 --
Term loans payable to former primary lender (1) -- 995,531
Note payable to former lender (2) -- 750,000
Mortgage loan payable to Banknorth N.A. 1,595,835 1,628,509
Mortgage loan payable to other lender 1,798,580 1,842,653
Equipment notes payable 17,596 675
Capital lease obligations 1,033,209 373,372
---------- -----------
8,792,061 10,175,764
Less - revolving line of credit (1) -- 580,555
Less - current portion of long-term debt (1) 1,274,849 1,030,282
---------- -----------
$7,517,212 $ 8,564,927
========== ===========
(1) On January 3, 2005, the Company refinanced all of its loan facilities from
its former primary lender with financing from Banknorth N.A. (the "January
2005 Refinancing"). This credit facility includes a revolving line of
credit which provides for borrowings up to $5,000,000,
8
a term loan of $5,000,000 and an equipment line of credit which provides
for borrowings up to $1,500,000. The revolving line of credit is limited to
an amount determined by a formula based on percentages of receivables and
inventories and bears interest at the lender's prime lending rate plus 1%,
adjusted daily (7.75% at October 1, 2005). The revolving line of credit was
amended on August 23, 2005 to extend the expiration date to July 31, 2006.
The term loan is payable in 60 monthly payments of $97,560 including
interest at 6.3%, maturing on January 1, 2010. The equipment line of credit
provides advances to purchase eligible equipment and bears interest at the
lender's prime lending rate plus 1%, adjusted daily (7.75% at October 1,
2005). On August 11, 2005, an amount of $793,189 was converted to a capital
lease of which $512,362 had previously been purchased under the equipment
line of credit. On August 23, 2005, the equipment line of credit was
amended to increase the equipment line of credit amount to $2,300,000 and
to extend the conversion date to July 31, 2006. On the conversion date the
equipment line of credit will convert to a term note, with monthly payments
of principal and interest in an amount to amortize the then existing
principal balance in 60 equal monthly payments including interest at the
then FHLBB 5 year Regular Amortizing Advance Rate plus 2.5%. The credit
facility gives Banknorth N.A. a first security interest in accounts
receivable, inventories, equipment and other assets and prohibits the
Company from paying cash dividends. As of October 1, 2005, there was no
outstanding balance on either the revolving line of credit or the equipment
line of credit, and the Company was in compliance with the related debt
covenants. The classification of long-term and revolving debt has been
determined in the accompanying January 1, 2005 condensed consolidated
balance sheet after consideration of the January 2005 Refinancing.
(2) On April 1, 2005, in accordance with an April 3, 2003 agreement with the
Company's former lender, the balance of a $1 million non-interest bearing
note payable to the former lender (which had been reduced by $250,000 to
$750,000 on April 1, 2004) was forgiven in its entirety 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 of $750,000 was recorded by the Company as a gain in the first quarter
of 2005.
NOTE C - DEFINED BENEFIT PENSION PLAN
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 1, October 2, October 1, October 2,
2005 2004 2005 2004
---------- ---------- ---------- ----------
Components of net periodic benefit cost:
Interest cost $ 89 $ 91 $ 267 $ 273
Expected return on plan assets (74) (70) (222) (210)
Amortization of actuarial loss 35 32 105 96
---- ---- ----- -----
Net periodic pension expense $ 50 $ 53 $ 150 $ 159
==== ==== ===== =====
9
Company contributions paid to the plan for the three and nine month periods
ended October 1, 2005 totaled $67,280 and $251,323, respectively.
NOTE D - INCOME TAXES
The provision for (benefit from) income taxes is as follows (in thousands):
For the three months ended For the nine months ended
-------------------------- -------------------------
October 1, October 2, October 1, October 2,
2005 2004 2005 2004
---------- ---------- ---------- ----------
Current provision(benefit) $106 ($281) $ 480 ($264)
Deferred provision (benefit) -- -- (900) --
---- ----- ----- -----
Total provision for
(benefit from) income taxes $106 ($281) ($420) ($264)
==== ===== ===== =====
The current provision for the three and nine month periods ended October 1,
2005, was calculated using an effective rate of 21.3% which reflects the
alternative minimum tax. The income tax benefit for the three and nine month
periods ended October 2, 2004, reflects the recording in the third quarter of
2004 of income taxes receivable in the amount of $331,154. The income tax
benefit was partially offset by an income tax provision with an effective rate
of 3% reflecting minimum federal and state taxes and the utilization of
alternative minimum tax net operating loss carryforwards.
The Company will only recognize a deferred tax asset when, based upon available
evidence, realization is more likely than not. In making this determination, the
Company considered both available positive and negative evidence including, but
not limited to, cumulative losses in recent years, future taxable income and
prudent and feasible tax planning strategies.
As of July 2, 2005, the Company concluded that it was more likely than not that
the Company would realize all of its deferred tax assets and reversed its
valuation allowance by $900,000 at that time.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Sales.
Sales to the Company's principal markets are as follows (in thousands):
For the three months ended For the nine months ended
-------------------------- -------------------------
October 1, October 2, October 1, October 2,
2005 2004 2005 2004
---------- ---------- ---------- ----------
Non-aerospace customers $5,091 $ 4,114 $14,577 $12,165
Aerospace customers 3,597 3,429 11,026 11,451
------ ------- ------- -------
$8,688 $ 7,543 $25,603 $23,616
====== ======= ======= =======
The Company's sales increased $1,145,000, or 15.2%, and $1,987,000, or 8.4%, for
the three and nine month periods ended October 1, 2005, respectively, as
compared to the three and nine month periods ended October 2, 2004. Sales to
non-aerospace customers increased $977,000, or 23.7%, and $2,412,000, or 19.8%,
for the three and nine month periods ended October 1, 2005, respectively, as
compared to the three and nine month periods ended October 2, 2004, primarily
due to increased sales to machine tool customers. Sales to aerospace customers
increased $168,000, or 4.9%, for the three month period ended October 1, 2005 as
compared to the three month period ended October 2, 2004, due to the increase in
shipments of large commercial jet engine parts. Sales to aerospace customers
decreased by $425,000, or 3.7%, for the nine month period ended October 1, 2005,
as compared to the nine month period ended October 2, 2004 due to an agreement
reached with the Company's largest aerospace customer in the 2nd quarter of 2004
which resulted in the Company recognizing revenue for completed contracts in the
2nd quarter of 2004, in the amount of $785,000.
Sales and sales increases (decrease) by product line for the three and nine
month periods ended October 1, 2005 compared to the three and nine month periods
ended October 2, 2004 were as follows (in thousands):
For the Three Months Ended
--------------------------
Oct. 1, Oct. 2,
Product Line 2005 2004 Change
------------ ------- ------- ------
Apex Machine Tool $5,480 $4,600 $ 880
Precision Aerospace 2,255 2,196 59
Gros-Ite Spindles 953 747 206
------ ------ ------
Total $8,688 $7,543 $1,145
====== ====== ======
For the Nine Months Ended
--------------------------
Oct. 1, Oct. 2,
Product Line 2005 2004 Change
------------ ------- ------- ------
Apex Machine Tool $15,936 $14,513 $1,423
Precision Aerospace 6,659 6,849 (190)
Gros-Ite Spindles 3,008 2,254 754
------- ------- ------
Total $25,603 $23,616 $1,987
======= ======= ======
11
Sales for the Apex Machine Tool product line increased $880,000, or 19.1%, and
$1,423,000, or 9.8%, for the three and nine months ended October 1, 2005,
respectively, compared to the three and nine months ended October 2, 2004. These
increases were due to increased demand on certain tooling programs from a
customer in the consumer products industry, partially offset by a decrease in
demand for tooling from an aerospace customer. Based on projections from such
consumer products customer for the remainder of 2005, the Company anticipates a
continuation of the demand from such customers for the remainder of 2005 for its
Apex Machine Tool product line.
Sales for the Precision Aerospace product line increased $59,000, or 2.7%, and
decreased $190,000, or 2.8%, for the three and nine months ended October 1,
2005, respectively, compared to the three and nine months ended October 2, 2004.
The decrease was due to an agreement reached with the Company's largest
aerospace customer in the 2nd quarter of 2004 which resulted in the Company
recognizing revenue for completed contracts in the 2nd quarter of 2004, in the
amount of $785,000. Industry forecasts for the aerospace industry indicate
improvement and increased sales for the industry for the remainder of 2005. The
Company believes that aerospace industry demand for large commercial engines
will continue to increase. The Company has acquired two $500,000 machines in
2005 to increase its machining capacity for large commercial jet engine parts.
Sales for the Gros-Ite Spindles product line increased $206,000, or 27.6%, and
$754,000, or 33.5%, for the three and nine months ended October 1, 2005,
respectively, compared to the three and nine months ended October 2, 2004. The
increases in sales were due to increased demand for new spindles, as well as the
increased demand for the repair of all brands of spindles. The Company believes
that the increased demand will continue for the remainder of 2005, based on
indications from its customers.
As of October 1, 2005, sales backlog was approximately $22,100,000 compared to
$18,300,000 as of January 1, 2005. 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 $7,400,000 of
its October 1, 2005 backlog during the remainder of the 2005 fiscal year. The
remaining $14,700,000 of backlog is deliverable in fiscal year 2006 and beyond.
Cost of Sales. Cost of sales as a percentage of sales decreased to 83.0% from
89.7%, for the three month period ended October 1, 2005, compared to the three
month period ended October 2, 2004. Cost of sales as a percentage of sales
decreased to 83.0% from 88.6%, for the nine month period ended October 1, 2005,
compared to the nine month period ended October 2, 2004. The decreases were due
to (i) sales levels increasing in 2005 at a higher rate than manufacturing costs
due to the fixed element of certain manufacturing costs and (ii) improved
production management resulting in increased production efficiency and cost
control.
12
Selling, General & Administrative Expenses. Selling, general and administrative
expenses increased approximately $217,000, or 35.7%, and approximately $517,000,
or 27.5%, for the three and nine month periods ended October 1, 2005,
respectively, compared to the three and nine month periods ended October 2,
2004. The increase in these costs was mainly the result of increased bonus and
profit sharing expense, sales salaries and commission expense.
Interest Expense. Interest expense increased approximately $3,000, or 2.2%, and
approximately $2,000, or 0.5%, for the three and nine month periods ended
October 1, 2005, respectively, compared to the three and nine month periods
ended October 2, 2004. This slight increase was due to increased interest rates
offset by lower debt levels.
Gain on Debt Forgiveness. The Company recorded a gain of $750,000 in the first
quarter of 2005 and $250,000 in the first quarter of 2004, reflecting the
forgiveness of a non-interest bearing note with a former lender. 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).
Income Taxes. The current provision for the three and nine month periods ended
October 1, 2005, was calculated using an effective rate of 21.3%, which reflects
the alternative minimum tax. The income tax benefit for the three and nine month
periods ended October 2, 2004, reflects the recording in the third quarter of
2004 of income taxes receivable in the amount of $331,154. The income tax
benefit was partially offset by an income tax provision with an effective rate
of 3%, reflecting minimum federal and state taxes and the utilization of
alternative minimum tax net operating loss carryforwards. The Company will only
recognize a deferred tax asset when, based upon available evidence, realization
is more likely than not. In making this determination, the Company considered
both available positive and negative evidence including, but not limited to,
cumulative losses in recent years, future taxable income and prudent and
feasible tax planning strategies. As of July 2, 2005, the Company concluded that
it was more likely than not that the Company would realize all of its deferred
tax assets and reversed its valuation allowance by $900,000 at that time.
Liquidity and Capital Resources.
Net cash provided by operating activities of $3,543,000 for the nine months
ended October 1, 2005 resulted primarily from net income adjusted for non-cash
expenses, a decrease in accounts receivable, the collection of refundable income
taxes and an increase in accounts payable, partially offset by an increase in
inventory and prepaid expenses and a decrease in customer advances. Accounts
receivable decreased $1,075,000 since January 1, 2005 due to the collection of
several large contracts delivered in December 2004, while inventories and
prepaid expense increased $737,000 and $236,000, respectively. Accounts payable
increased $563,000, while customer advances decreased $245,000 since January 1,
2005, due to shipment on certain large contracts in the first
13
nine months of 2005. The Company is able to borrow against eligible accounts
receivable and certain inventory through its revolving line of credit.
Net cash used in investing activities of $949,000 for the nine months ended
October 1, 2005, consisted of expenditures for machinery and computer equipment.
Net cash used in financing activities of $1,477,000 for the nine months ended
October 1, 2005, resulted from repayments of debt with cash generated from
operating activities.
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 in the nine months ended October 2, 2004, due to
increased sales and production in the quarter ended October 2, 2004. Customer
advances increased $277,000 in the nine months ended October 2, 2004, due to
advances from a non-aerospace customer on certain large contracts to be
delivered in 2004.
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.
On January 3, 2005, the Company refinanced all of its loan facilities from its
former primary lender with financing from Banknorth N.A. (the "January 2005
Refinancing"). This credit facility includes a revolving line of credit which
provides for borrowings up to $5,000,000, a term loan of $5,000,000 and an
equipment line of credit which provides for borrowings up to $1,500,000. The
revolving line of credit is limited to an amount determined by a formula based
on percentages of receivables and inventories and bears interest at the lender's
prime lending rate plus 1%, adjusted daily (7.75% at October 1, 2005). The
revolving line of credit was amended on August 23, 2005 to extend the expiration
date to July 31, 2006. The term loan is payable in 60 monthly payments of
$97,560 including interest at 6.3%, maturing on January 1, 2010. The equipment
line of credit provides advances to purchase eligible equipment and bears
interest at the lender's prime lending rate plus 1%, adjusted daily (7.75% at
October 1, 2005). On August 11, 2005, an amount of $793,189 was converted to a
capital lease of which $512,362 had previously been purchased under the
equipment line of credit. On August 23, 2005, the equipment line of credit was
amended to increase the equipment line of credit amount to $2,300,000 and to
extend the conversion date to July 31, 2006. On the conversion date, the
equipment line of credit will convert to a term note, with monthly payments of
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principal and interest in an amount to amortize the then existing principal
balance in 60 equal monthly payments including interest at the then FHLBB 5 year
Regular Amortizing Advance Rate plus 2.5%. The credit facility gives Banknorth
N.A. a first security interest in accounts receivable, inventories, equipment
and other assets and prohibits the Company from paying cash dividends. As of
October 1, 2005, there was no outstanding balance on either the revolving line
of credit or the equipment line of credit, and the Company was in compliance
with the related debt covenants.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Preparation of the Company's consolidated financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses. Management's Discussion and Analysis
and Note A to the Consolidated Financial Statements in the Company's Annual
Report, incorporated by reference in Form 10-K for the Company's fiscal year
2004, describe the significant accounting policies used in preparation of the
Consolidated Financial Statements. Actual results in these areas could differ
from management's estimates.
Accounts receivable- The Company evaluates its allowance for doubtful accounts
by considering the age of each invoice, the financial strength of the customer,
the customer's past payment record and subsequent payments.
Inventories- The Company has specifically identified certain inventory as
obsolete or slow moving and provided a full reserve for these parts. The
assumption is that these parts will not be sold. The assumptions and the
resulting reserve have been accurate in the past, and are not likely to change
materially in the future. The reserve for inventory decreased by $30,000 at
October 1, 2005 compared to January 1, 2005 due to the sale of certain
previously reserved parts.
Pension- The Company maintains a defined benefit pension plan. Assumptions used
in accounting for the plan include the discount rate and expected rate of return
on plan assets. The assumptions are determined based on appropriate market
indicators and are evaluated each year as of the Plan's measurement date. A
change in either of these assumptions would have an effect on the Company's net
periodic benefit cost.
Income Taxes - The Company will only recognize a deferred tax asset when, based
upon available evidence, realization is more likely than not. As of July 2,
2005, the Company concluded that it was more likely than not that the Company
would realize all of its deferred tax assets and reversed its valuation
allowance by $900,000 at that time. In making that determination, the Company
considered both available positive and negative evidence including but not
limited to cumulative losses in recent years, future taxable income and prudent
and feasible tax planning strategies. In particular the Company considered the
following factors and assumptions:
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a) The trend of earnings had been toward increased profitability for the
past two years.
b) Sales backlog had increased from $18.3 million at January 1, 2005 to
$21.7 million at July 2, 2005.
c) The Company projected operating profitability for 2006.
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 1, 2005. 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
Interest rate risk related to its notes payable and long-term debt is the
primary source of financial market risk to the Company.
The interest rate risk is limited, however, to the exposure related to those
debt instruments and credit facilities which are tied to market rates. After the
Company's 2005 Refinancing, the only variable rate debt instruments are the
revolving line of credit and the equipment line of credit. A hypothetical
increase of 1% in the interest rate would have no effect on the revolving line
of credit and equipment line of credit since their current balances are both $0.
The Company also maintains two mortgage loans at fixed interest rates, however,
the interest rates are adjusted every five years to reflect a current index rate
plus certain percentages. See Note B to the Condensed Consolidated Financial
Statements. A hypothetical increase
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of 1% in the interest rate at the March 2006 adjustment date for the first
mortgage will increase annual interest expense at that time by approximately
$18,000. A hypothetical increase of 1% in the interest rate at the April 2009
adjustment date for the Banknorth N.A. mortgage will increase annual interest
expense at that time by approximately $14,000.
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 1, 2005 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 nine months ended October 1, 2005, that have materially affected, or
are reasonably likely to materially affect, the Company's internal control over
financial reporting.
PART II -- OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On August 2, 2005 the Company held its annual meeting of shareholders. The
following directors were elected at the meeting.
Votes Cast
Votes Against or
Director Cast For Withheld
-------- --------- ----------
William B. Bayne, Jr. 3,562,008 580,141
Joseph Lebel 2,967,656 1,174,493
John Moses 3,136,650 1,005,499
Dominick A. Pagano 2,978,289 1,163,860
Stephen J. Raffay 2,979,985 1,162,164
Ross C. Towne 4,120,478 21,671
Daniel C. Tracy 2,978,639 1,163,510
At the same meeting the appointment of Carlin, Charron & Rosen LLP as auditors
for the Company for the fiscal year ending December 31, 2005 was ratified with a
vote of 4,132,312 for, 6,702 against and 3,135 abstained.
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ITEM 5. OTHER INFORMATION
Effective November 7, 2005, the Board of Directors of the Company appointed
Luciano M. Melluzzo to the position of Vice President and Chief Operating
Officer. Mr. Melluzzo joined the Company in November 2003 as Engineering Manager
for EDAC's Spindle and Design operations, has served in capacities of increasing
responsibility since that time and most recently was General Manager of the
Company. Prior to joining EDAC, Mr. Melluzzo served as the Sales Manager of
Quality Engineering Services, a manufacturing and design operation specializing
in the molds, tool design, fixture and gage fabrication and special machinery.
Mr. Melluzzo is 41 years of age.
Officers are elected annually by, and serve at the discretion of, the Board of
Directors of the Company.
ITEM 6. EXHIBITS
3.1* EDAC's Amended and Restated Articles of Incorporation
3.2* EDAC's Amended and Restated By-laws
10.1 Change in Terms Agreement dated August 23, 2005, changing the
Revolving Credit Note and the Credit Agreement by and between EDAC and
Banknorth, N.A.
10.2 Change in Terms Agreement dated August 23, 2005, changing the
Equipment Loan Note and the Credit Agreement by and between EDAC and
Banknorth, N.A.
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
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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 7, 2005 By /s/ Glenn L. Purple
-------------------------------------
Glenn L. Purple, Chief Financial
Officer and duly authorized officer
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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)
10.1* Change in Terms Agreement dated August 23, 2005, changing the Revolving
Credit Note and the Credit Agreement by and between EDAC and Banknorth,
N.A.
10.2* Change in Terms Agreement dated August 23, 2005, changing the Equipment
Loan Note and the Credit Agreement by and between EDAC and Banknorth,
N.A.
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.
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