<PAGE> 1
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 April 1, 2000
------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period to
------------- ---------------
Commission file number: 0-14275
-------
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
--- ----
APPLICABLE ONLY TO CORPORATE ISSUERS:
On May 5, 2000 there were outstanding 4,269,080 shares of the
Registrant's Common Stock, $0.0025 par value per share.
<PAGE> 2
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
April 1 January 1
2000 2000
(Unaudited) (Note)
----------- ------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 346,000 $ 145,386
Trade accounts receivable 4,834,267 4,811,993
Inventories 8,241,923 8,804,497
Prepaid expenses and other 395,701 442,133
Refundable income taxes 426,159 556,159
Deferred income taxes 699,649 699,649
------------ ------------
TOTAL CURRENT ASSETS 14,943,699 15,459,817
------------ ------------
PROPERTY, PLANT, AND EQUIPMENT 28,021,791 28,571,872
less-accumulated depreciation 11,017,673 10,628,387
------------ ------------
17,004,118 17,943,485
------------ ------------
OTHER ASSETS:
Goodwill 10,878,860 10,949,972
Other 396,561 401,562
$ 43,223,238 $ 44,754,836
============ ============
</TABLE>
Note: The balance sheet at January 1, 2000 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.
<PAGE> 3
EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
April 1 January 1
2000 2000
(Unaudited) (Note)
--------------- --------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving line of credit $ 6,470,723 $ 6,151,925
Current portion of long-term debt 21,370,200 22,430,798
Trade accounts payable 2,958,660 3,348,140
Employee compensation and
amounts withheld 1,407,397 1,137,120
Accrued expenses 1,526,411 1,985,264
------------- ------------
TOTAL CURRENT LIABILITIES 33,733,391 35,053,247
------------- ------------
LONG-TERM DEBT,
less current portion 2,440,687 2,494,686
------------- ------------
OTHER LIABILITIES 361,422 419,346
------------- ------------
DEFERRED INCOME TAXES 700,000 700,000
------------- ------------
SHAREHOLDERS' EQUITY:
Common stock, par value $.0025 per
share; 10,000,000 shares authorized;
issued and outstanding 4,269,080
on April 1, 2000 and
on January 1, 2000 10,673 10,673
Additional paid-in-capital 9,153,941 9,153,941
Retained earnings (3,176,876) (3,077,057)
------------- ------------
5,987,738 6,087,557
$ 43,223,238 $ 44,754,836
============= ============
</TABLE>
Note: The balance sheet at January 1, 2000 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.
<PAGE> 4
EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
For the quarter ended
-------------------------
April 1, April 3,
2000 1999
------------ -------------
<S> <C> <C>
Sales $12,249,238 $15,170,285
Cost of sales 10,407,278 12,776,383
----------- -----------
Gross profit 1,841,960 2,393,902
Selling, general and
administrative expenses 1,254,169 1,356,876
----------- -----------
INCOME FROM OPERATIONS 587,791 1,037,026
Non-operating income
(expense):
Interest expense (718,190) (635,392)
Other 30,580 25,156
----------- -----------
(687,610) (610,236)
(LOSS) INCOME BEFORE INCOME TAXES (99,819) 426,790
Provision for income taxes - 140,800
----------- -----------
NET (LOSS) INCOME $ (99,819) $ 285,990
=========== ===========
Basic (loss) earnings
per common share (Note A) $(0.02) $0.07
Diluted (loss) earnings
per common share (Note A) $(0.02) $0.06
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE> 5
EDAC TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the quarter ended
-------------------------
April 1, April 3,
2000 1999
----------- ------------
<S> <C> <C>
Operating Activities:
Net (loss) income $ (99,819) $ 285,990
Depreciation and amortization 599,215 731,363
Changes in working capital items 138,676 (90,214)
Other (62,096) (2,465)
----------- ----------
Net cash provided by
operating activities 575,976 924,674
Investing Activities:
Additions to property, plant
and equipment (55,363) (209,183)
Proceeds from sales of property
plant and equipment 475,800 2,465
Other - 10,000
----------- ----------
Net cash provided by (used in)
investing activities 420,437 (196,718)
Financing Activities:
Increase (decrease) in revolving
line of credit 318,798 (477,770)
Payments of long term debt (1,114,597) (377,494)
Proceeds from exercise of options
for common stock - 10,339
----------- ----------
Net cash used in
financing activities (795,799) (844,925)
Increase (decrease) in cash 200,614 (116,969)
Cash at the beginning of period 145,386 229,480
----------- ----------
Cash at end of period $ 346,000 $ 112,511
=========== ==========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE> 6
EDAC TECHNOLOGIES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
APRIL 1, 2000
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals and adjustments to previously established loss
provisions) considered necessary for a fair presentation have been included.
Operating results for the quarter ending April 1, 2000 are not necessarily
indicative of the results that may be expected for the year ending December 30,
2000. For further information, refer to the financial statements and footnotes
thereto included in the Company's annual report on Form 10-K for the year ended
January 1, 2000.
Inventories: Inventories are stated at the lower of cost (first-in, first-out
method) or market. As of April 1, 2000 and January 1, 2000, inventories
consisted of the following:
<TABLE>
<CAPTION>
April 1, January 1,
2000 2000
---- ----
<S> <C> <C>
Raw materials $1,191,763 $1,926,177
Work-in-progress 6,704,038 6,685,644
Finished goods 1,359,208 1,222,133
---------- -----------
9,255,009 9,833,954
Reserve for excess
and obsolete (1,013,086) (1,029,457)
----------- -----------
Inventories $8,241,923 $8,804,497
=========== ===========
</TABLE>
New Accounting Standards: In June 1999, the FASB issued SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities-Deferral of the
Effective Date of FASB No. 133 - an Amendment of FASB No. 133" for the sole
purpose of updating the effective date of adoption of SFAS No. 133 to January 1,
2001. SFAS No. 133 establishes accounting and reporting standards requiring that
each derivative instrument (including certain derivative instruments embedded in
other contracts) be recorded in the balance sheet as either an asset or
liability measured at its fair value. Subsequent to April 1, 2000, the Company
sold its only derivative instrument for $177,350 (interest rate swap agreements
related to certain long-term debt). Accordingly, the Company does not anticipate
any impact related to the adoption of this standard.
<PAGE> 7
In December 1999, Staff Accounting Bulletin No. 101 (SAB 101) Revenue
Recognition, was issued. SAB 101 will require a company to defer revenue
recognition on product shipments until contractual terms of customer acceptance,
including inspection and installation requirements, as defined, are met. The
Company will be required to adopt this new accounting pronouncement through a
cumulative charge to earnings in accordance with the provisions of APB Opinion
No. 20 no later than the second quarter of fiscal 2000. The Company is in the
process of quantifying the effect of the new standard.
(Loss) Earnings Per Share: The number of shares used in the (loss) earnings per
common share computation for the quarters ended April 1, 2000 and April 3, 1999
are as follows:
<TABLE>
<CAPTION>
For the quarter ended
-----------------------
April 1, April 3,
2000 1999
---------- ----------
<S> <C> <C>
Basic:
Average common
shares outstanding 4,269,080 4,266,580
Diluted:
Dilutive effect of
stock options - 167,824
---------- ----------
Average common shares diluted 4,269,080 4,434,404
========== ==========
</TABLE>
Options to purchase 523,157 shares of common stock were not included in the
computation of (loss) earnings per share for the quarter ended April 1, 2000
since their effect was antidilutive.
Comprehensive (Loss) Income: Comprehensive (loss) income is the same as net
(loss) income for the quarters ended April 1, 2000 and April 3, 1999.
<PAGE> 8
NOTE B -- SEGMENT INFORMATION
The following amounts are in thousands:
<TABLE>
<CAPTION>
For the quarter ended April 1, 2000
---------------------------------------------------------------------
Engineered Precision Precision Apex
Precision Engineered Large Machine
Components Technologies Machining Tool Co. Total
---------- ------------ --------- -------- -----
<S> <C> <C> <C> <C> <C>
Sales from
external customers
$4,143 $1,797 $982 $5,327 $12,249
Intersegment
sales -- -- -- -- --
------ ------ ---- ------ -------
Total sales 4,143 1,797 982 5,327 12,249
------ ------ ---- ------ -------
Allocated interest 97 56 63 502 718
expense
Allocated
depreciation
and amortization 120 95 135 249 599
Segment(loss)
profit (340) 76 33 131 (100)
<CAPTION>
For the quarter ended April 3, 1999
------------------------------------------------------------------------
Engineered Precision Precision Apex
Precision Engineered Large Machine
Components Technologies Machining Tool Co. Total
---------- ------------ --------- -------- -----
<S> <C> <C> <C> <C> <C>
Sales from
external
customers $4,608 $3,041 $2,553 $4,968 $15,170
Intersegment
sales -- -- -- 32 32
------ ------ ------ ------ -------
4,608 3,041 2,553 5,000 15,202
------ ------ ------ ------ -------
Allocated
interest expense 83 108 76 368 635
Allocated
depreciation and
amortization 151 154 158 268
731
Income tax expense
30 48 62 11 141
Segment
profit 40 98 126 22 286
</TABLE>
Asset information is unavailable by segment.
<PAGE> 9
Note C - Financing Arrangements
As of May 5, 2000, the Company remained in violation of certain of its financial
covenants contained in its primary financing arrangement with a bank which
includes revolving credit and term financing (the "Agreement"). As a result, all
obligations to the lender of $26.8 million are included in current liabilities
due to cross default provisions as of April 1, 2000 and January 1, 2000.
The Company is operating under a forbearance agreement with respect to its
principal financing arrangements, including revolving credit and term financing,
of $26.8 million as of April 1, 2000. As of May 12, 2000, the Company is working
to arrange alternative financing to replace its current financing arrangements.
The Company's lender has indicated a willingness to cooperate with the Company
until it seeks to obtain alternative financing. The Company has entered into a
series of short-term forbearance agreements with the bank which prevents the
acceleration and collection of the indebtedness until April 30, 2000. The bank
has indicated that it will extend the expiration date of the most recent
agreement until June 3, 2000. If the Company is unable to obtain alternative
financing by June 3, 2000 or to receive an extension of the forbearance
agreement, the bank would then have the right to demand repayment of the amount
outstanding. There can be no assurance that alternative financing will be
available on terms acceptable to the Company, if at all. The Company's
management team is taking several actions to improve the Company's financial
performance in 2000. These actions include, but are not limited to, reducing
overhead costs and indirect staffing levels, expanding marketing activities to
diversify the Company's customers and markets, disposing of underutilized assets
(including property, plant and equipment), re-negotiating unfavorable contracts
and combining operating units to improve resource utilization. Management
believes, but has no assurance, that these initiatives will improve the
Company's operating performance in 2000.
As indicated in the report of independent public accountants related to the
Company's consolidated financial statements as of and for the year ended
January 1, 2000, the status of the Company's financing arrangements raises
substantial doubt about the Company's ability to continue as a going concern.
The accompanying condensed consolidated financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.
The Company has been advised by its independent public accountants that, if the
indebtedness does not meet the requirements to be classified as long-term prior
to the issuance of their audit report on the Company's consolidated financial
statements for the year ending December 30, 2000, their auditors' report on
those consolidated financial statements will continue to include an explanatory
paragraph indicating the existence of substantial doubt as to the Company's
ability to continue as a going concern subject to the ultimate resolution of the
repayment requirements under the Company's bank debt.
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Sales. The Company's sales in the first quarter of 2000 decreased $2,921,000 or
19.3% compared to the first quarter of 1999. Sales (decreases) increases were
$(465,000), $(1,244,000), $(1,571,000) and $359,000 in the Engineered Precision
Components, Precision Engineered Technologies, Precision Large Machining and
Apex areas for the quarter ended April 1, 2000, respectively, compared to the
prior year period. The Company continues to expand its marketing activities to
diversify into other markets and reduce its dependence on the aerospace
industry. As of April 1, 2000, sales backlog was approximately $27,200,000.
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 $19,000,000 of its April 1, 2000 backlog
during the remainder of the 2000 fiscal year.
Cost of Sales. Cost of sales as a percentage of sales increased in the 2000
period to 85.0% from 84.3% in the first quarter of 1999. Cost of sales as a
percentage of sales increased primarily due to fixed manufacturing costs being
spread over lower sales levels. In addition, the decline in both the commercial
and military jet engine marketplace has caused severe schedule shifting, delays
of orders, cancellations of orders and smaller production quantities all of
which impacted productivity and gross profit margins in the Engineered Precision
Components and Large Machining areas.
Selling, General & Administrative. Selling, general and administrative costs
decreased by $103,000 or 7.6% compared to the first quarter of 1999. This is due
to decreased compensation and public relations expense.
Interest. Interest expense increased by $83,000 or 13.0% for the first quarter
of 2000 as compared to the first quarter of 1999. This was the result of the
bank charging the Company a default rate of interest representing an additional
1 1/4% per annum commencing on September 1, 1999 in accordance with the
forbearance agreements.
Liquidity and Capital Resources. During 1999 and the first quarter of 2000, the
Company was in violation of certain of its financial covenants contained in its
primary financing arrangement with a bank which includes revolving credit and
term financing (the "Agreement"). As of April 1, 2000, the Company had aggregate
borrowings under the Agreement and other borrowings with the bank of
$26,810,000. The Agreement provides the bank a first priority security interest
in substantially all of the Company's assets and is generally cross
collateralized and cross defaulting with other borrowings with the bank.
Accordingly, as of April 1, 2000 and January 1, 2000, all amounts outstanding to
the bank are classified as current in the condensed consolidated balance sheet.
The Company has entered into a series of short-term forbearance agreements with
the bank which prevents the acceleration and collection of the indebtedness
until April 30, 2000. The bank has indicated that it will extend the expiration
date of the most recent agreement until June 3, 2000. In accordance with the
<PAGE> 11
forbearance agreements, starting September 1, 1999, the bank began charging a
default rate of interest representing an additional 1 1/4% per annum and will
charge a $87,500 success fee payable on the earlier of June 30, 2000 or demand
by the bank. The forbearance agreements decreased the amount the Company can
borrow on its revolving line of credit to an amount which is the lesser of
$10,000,000 or an amount determined by a formula based on percentages of the
Company's receivables and inventory. As of April 1, 2000, $1,973,000 was
available for additional borrowings under the terms of the most recent
forbearance agreement. The bank has requested that the Company seek alternative
financing to replace its current bank agreement. Alternative financing will most
likely be at higher interest rates than the Company's currently pays its bank.
The Company's bank has indicated a willingness to cooperate with the Company as
it seeks to obtain alternative financing. However, there can be no assurance
that alternative financing will be available on terms acceptable to the Company,
if at all. Any inability to obtain such alternative financing would seriously
harm the Company's ability to continue as a going concern. If the Company is
unable to obtain alternative financing by June 3, 2000, the Company would need
to negotiate a new forbearance agreement with the bank. The bank has indicated a
willingness to consider such extensions in the near term, although there is no
assurance that the Company will be able to extend the maturity of the
forbearance agreement if required.
As of April 1, 2000, the Company's current liabilities exceeded current assets
by $18,790,000. This is due primarily to the reclassification of $17,157,000 to
current liabilities from long-term liabilities as a result of the current
forbearance agreement. The Company's working capital deficit of $18,790,000 on
April 1, 2000 represents a decrease of $19,535,000 from the $745,000 of working
capital the Company had on April 2, 1999.
The Company has been advised by its independent public accountants that, if the
indebtedness does not meet the requirements to be classified as long-term prior
to the issuance of their audit report on the Company's consolidated financial
statements for the year ending December 30, 2000, their auditors' report on
those consolidated financial statements will continue to include an explanatory
paragraph indicating the existence of substantial doubt as to the Company's
ability to continue as a going concern subject to the ultimate resolution of the
repayment requirements under the Company's bank debt.
All statements other than historical statements contained in this report on Form
10-Q constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Without limitation, these forward
looking statements include statements regarding the Company's business strategy
and plans, statements about the adequacy of the Company's working capital and
other financial resources and other statements herein that are not of a
historical nature. These forward-looking statements rely on a number of
assumptions concerning future events and are subject to a number of
uncertainties and other factors, many of which are outside of the Company's
control, that could cause actual results to differ materially from such
statements. These include, but are not limited to, factors
<PAGE> 12
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 arrange alternative financing to
replace its current bank financing and the terms of any such alternative
financing; the Company's ability to continue as a going concern if it is unable
to arrange alternative financing; the Company's ability to dispose of
underutilized assets; and other factors discussed in this report and in the
Company's annual report on Form 10-K for the year ended January 1, 2000. 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 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 By-laws
27 Financial Data Schedule
(b) Reports on Form 8-K
None
<PAGE> 13
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
May 15, 2000 By /s/ Ronald G. Popolizio
------------------------------------
Ronald G. Popolizio, Chief Financial
Officer and duly authorized officer
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page Number
in Sequential
NUMBER DESCRIPTION Numbering System
- ------ ----------- ----------------
<S> <C> <C>
3.1 Edac's Amended and Restated Articles of (1)
Incorporation
3.2 Edac's By-laws (2)
27 Financial Data Schedule
</TABLE>
(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, 1995.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-30-2000
<PERIOD-START> JAN-02-2000
<PERIOD-END> APR-01-2000
<CASH> 346,000
<SECURITIES> 0
<RECEIVABLES> 4,834,267
<ALLOWANCES> 207,000
<INVENTORY> 8,241,923
<CURRENT-ASSETS> 14,943,699
<PP&E> 28,021,791
<DEPRECIATION> 11,017,673
<TOTAL-ASSETS> 43,223,238
<CURRENT-LIABILITIES> 33,733,391
<BONDS> 2,440,687
0
0
<COMMON> 10,673
<OTHER-SE> 5,987,065
<TOTAL-LIABILITY-AND-EQUITY> 43,223,238
<SALES> 12,249,238
<TOTAL-REVENUES> 12,249,238
<CGS> 10,407,278
<TOTAL-COSTS> 11,661,447
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 718,190
<INCOME-PRETAX> (99,819)
<INCOME-TAX> 0
<INCOME-CONTINUING> (99,819)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (99,819)
<EPS-BASIC> (.02)
<EPS-DILUTED> (.02)
</TABLE>
