-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ITdL7AnMdcGTVgJitPCDTyDEk1Vyo07iyga5ErZSnjjtOpUB87KtL+73hwDqe8pK wHDnD9GLt4aIAjSHUzr46A== 0000950137-08-003966.txt : 20080320 0000950137-08-003966.hdr.sgml : 20080320 20080320165340 ACCESSION NUMBER: 0000950137-08-003966 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20071229 FILED AS OF DATE: 20080320 DATE AS OF CHANGE: 20080320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDAC TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000772572 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT ENGINES & ENGINE PARTS [3724] IRS NUMBER: 391515599 STATE OF INCORPORATION: WI FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33507 FILM NUMBER: 08703002 BUSINESS ADDRESS: STREET 1: 1806 NEW BRITAIN AVE CITY: FARMINGTON STATE: CT ZIP: 06032 BUSINESS PHONE: 8606772603 MAIL ADDRESS: STREET 1: EDAC TECHNOLOGIES CORP STREET 2: 1806 NEW BRITAIN AVE CITY: FARMINGTON STATE: CT ZIP: 06032 10-K 1 c25000e10vk.htm FORM 10-K e10vk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 29, 2007
OR
     
o   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
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)
     
1806 New Britain Avenue, Farmington, Connecticut   06032
     
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s telephone number, including area code: (860) 677-2603
Securities registered pursuant to Section 12(b) of the Act:
     
    Name of Each Exchange
Title of Each Class   on Which Registered
 
N/A   N/A
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.0025 par value
 
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o     No þ.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o     No þ.
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 þ     No o.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o   Accelerated filer o   Non-accelerated filer o   Smaller reporting company þ
    (Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o      No þ
As of June 30, 2007, the aggregate market value of the registrant’s Common Stock (based upon the $9.28 closing price on that date on the NASDAQ Capital Market) held by nonaffiliates (excludes shares reported as beneficially owned by directors and officers — does not constitute an admission as to affiliate status) was approximately $37,626,298.
As of March 18, 2008, there were 4,666,970 shares of Common Stock outstanding.
 
 


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DOCUMENTS INCORPORATED BY REFERENCE
     
    Part of Form 10-K
    Into Which Portions of
DOCUMENT   Document are Incorporated
 
   
Annual Report to Shareholders for the fiscal year ended December 29, 2007
  Part II
 
   
Proxy Statement relating to the 2008 Annual Meeting of Shareholders
  Part III
All statements other than historical statements contained in this Annual Report on Form 10-K or deemed to be contained herein due to incorporation by reference to a different document constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Without limitation, these forward looking statements include statements regarding the Company’s business strategy and plans, statements about the adequacy of the Company’s working capital and other financial resources, statements about the Company’s bank agreements, statements about the Company’s backlog, statements about the Company’s actions to improve operating performance, and other statements herein that are not of a historical nature. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and other factors, many of which are outside of the Company’s control, that could cause actual results to differ materially from such statements. These include, but are not limited to, factors which could affect demand for the Company’s products and services such as general economic conditions and economic conditions in the aerospace industry and the other industries in which the Company competes; competition from the Company’s competitors; the Company’s ability to reduce costs; the Company’s ability to effectively use business-to-business tools on the Internet to improve operating results; and the adequacy of the Company’s revolving credit facility and other sources of capital. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


TABLE OF CONTENTS

PART I
Item 1. Business.
Item 1A. Risk factors.
Item 1B. Unresolved Staff Comments.
Item 2. Properties.
Item 3. Legal Proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Item 6. Selected Financial Data.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk.
Item 8. Financial Statements and Supplementary Data.
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.
Item 9A(T). Controls and Procedures.
Item 9B. Other Information.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 13. Certain Relationships and Related Transactions and Director Independence.
Item 14. Principal Accountant Fees and Services.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
SIGNATURES
EXHIBIT INDEX
2007 Annual Report to Shareholders
Subsidiaries
Consent of Carlin, Charron & Rosen, LLP
Certification of CEO Pursuant to Rule 13a-14(a)
Certification of CFO Pursuant to Rule 13a-14(a)
Certification Pursuant to Rule 13a-14(b)


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PART I
Item 1. Business.
General
     The accompanying consolidated financial statements include EDAC Technologies Corporation (“We”, “Us”, “EDAC” or the “Company”) and its wholly-owned subsidiaries, Gros-Ite Industries and Apex Machine Tool Company, Inc. We provide complete design, manufacture and service meeting the precision requirements of some of the most exacting customers in the world for tooling, fixtures, molds, jet engine components and machine spindles. The Company and its subsidiaries operate as one business segment.
Products
     We currently offer design and manufacturing services for a wide range of industries in areas such as special tooling, equipment and gauges, and components used in the manufacture, assembly and inspection of jet engines. We also specialize in the design and repair of precision spindles. Spindles are an integral part of numerous machine tools which are found in virtually any type of manufacturing environment. We have introduced new spindle proprietary products for the woodworking and automotive markets, and in July 2003, we entered into an exclusive worldwide licensing agreement to develop, design, manufacture and market a patented hydrostatic spindle product line.
     We maintain manufacturing facilities with computerized, numerically controlled machining centers, and grinding, welding, painting and assembly capabilities. Products manufactured by us include precision rings, and other components for jet engines, industrial spindles and specialized machinery designed by us or others and other assemblies requiring close tolerances.
Patents and Trademarks
     We currently hold no patents or registered trademarks, tradenames or similar intellectual property. We believe that the nature of our business presently does not require the development of patentable products or registered tradenames or trademarks.
Marketing and Competition
     The Company developed its high skill level by serving the aerospace industry for over 50 years. For the fiscal year ended December 29, 2007, sales to United Technologies Corporation amounted to approximately 46% of our net sales. We provide a range of components, tooling, fixtures and design services for this aerospace company. Although, we have expanded our commitment to serving the manufacturing needs of a broad base of industrial customers, the loss of this customer, or a significant decrease in the amount of business we do with this customer, could have a material adverse effect on our business.
     The competition for design, manufacturing and service in precision machining and machine tools consists of independent firms, many of which are smaller than we are. We believe that this allows us to bring a broader spectrum of support to our customers who are consistently looking for ways to consolidate their vendor base. We also compete against the in-house manufacturing and service capabilities of our larger customers. We believe that the trend by large manufacturers to outsource activities that are outside their core competency is an opportunity for us.
     The market for our products and precision machining capabilities continues to change with the development of more sophisticated use of business-to-business tools on the internet. We are actively

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involved in securing new business leads on the internet and have participated in internet auctions and research for quoting opportunities.
     We believe that we have a distinct competitive advantage through our ability to provide high quality, high precision, quick turnaround support to customers from design to delivery. Our experience and reputation in the demanding aerospace business provides an extra level of expertise in meeting our customers’ requirements. We believe our commitment to continuous improvement and the latest technology will generate the productivity improvements required to respond to the increasing price pressure of the competitive marketplace in which we operate.
Backlog
     Our backlog as of December 29, 2007, was approximately $30,100,000 compared to $28,800,000 as of December 30, 2006. The increase is primarily due to increased orders in our Precision Aerospace product line and our Apex Machine Tool product line, partially offset by decreased orders in our Gros-Ite Spindle product line. Backlog consists of accepted purchase orders that are cancelable by the customer without penalty, except for payment of costs incurred, and may involve delivery times that extend over periods as long as three years. We presently expect to complete approximately $21,400,000 of our December 29, 2007 backlog during the 2008 fiscal year. Total Company backlog increased from $30.1 million at December 29, 2007 to $51.0 million at February 23, 2008. Approximately $18 million of this increase was from a new aerospace customer with deliveries scheduled from 2009 through 2012.
     We maintain a website with the address www.edactechnologies.com. We are not including the information contained on our website as part of, or incorporating it by reference into, this Annual Report on Form 10-K.
Employees
     As of March 4, 2008, we had approximately 223 employees.
Item 1A. Risk factors.
     Our business, operating results, financial condition and cash flows can be impacted by a number of factors, including but not limited to those set forth below, any one of which could cause our actual results to vary materially from recent results.
     For a discussion of other matters which may affect our financial condition, results of operations or cash flows, see the further discussions in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2007 Annual Report.
We depend on revenues from a small number of significant customers. Any loss, cancellation, reduction or delay in purchases by these customers could harm our business.
     Our top customer accounted for 46% of our net sales during fiscal 2007. Our success will depend on our continued ability to develop and manage relationships with this and other significant customers. Some of our customers could in the future shift some or all of their purchases from us to our competitors, or to other sources, or bring such business in-house. The loss one or more of our largest aerospace customers, a significant reduction or delay in sales to one or more of these customers, an inability to successfully develop relationships with new customers, or future price concessions we could make to retain customers could significantly reduce our sales and profitability.

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Our financial performance is dependent on the conditions of the aerospace industry
     Shipments to our aerospace customers, which generated 74 percent of our revenues in 2007, are directly tied to the economic conditions in the commercial aviation and defense industries. The aviation industry is cyclical, and capital spending by airlines and aircraft manufacturers may be influenced by a wide variety of factors including current and predicted traffic levels, load factors, aircraft fuel pricing, labor issues, competition, the retirement of older aircraft, regulatory changes, terrorism and related safety concerns, general economic conditions, worldwide airline profits and backlog levels. Also, since a significant portion of the backlog for commercial customers is scheduled for delivery beyond 2008, changes in economic conditions may cause customers to request that firm orders be rescheduled or canceled. A reduction in capital spending in the aviation or defense industries could have a significant effect on the sales of our Precision Aerospace and Apex Machine Tool product lines, which could have an adverse effect on our financial performance or results of operations.
     Additionally, during a downturn in the cyclical aviation industry, there is substantial pressure on suppliers like us from OEMs in the aerospace industry to reduce prices on new orders. We attempt to manage such downward pricing pressure, while trying to preserve our business relationships with our customers, by seeking to reduce our production costs through various measures, including purchasing raw materials and components at lower prices and implementing cost reduction strategies. If we were unable to offset OEM price reductions, our profitability and cash flows could be adversely affected.
     Further, the consolidation and combination of defense or other manufacturers may eliminate customers from the industry and/or put downward pricing pressures on sales of component parts. For example, the consolidation that has occurred in the defense industry in recent years has significantly reduced the overall number of defense contractors in the industry. In addition, if one of our customers is acquired or merged with another entity, the new entity may discontinue using us as a supplier because of an existing business relationship of the acquiring company or because it may be more efficient to consolidate certain suppliers within the newly formed enterprise. The significance of the impact that such consolidation may have on our business is difficult to predict because we do not know when or if one or more of our customers will engage in merger or acquisition activity. However, if such activity involved our material customers it could materially impact our revenues and profitability.
The aerospace industry is highly competitive, and this competition could reduce our profitability or limit our ability to grow.
     The aerospace industry is highly competitive. We compete with many U.S. and non-U.S. companies as well as the in-house manufacturing and service capabilities of large manufacturers, some of which may benefit from lower labor costs than ours. We compete primarily based on product qualifications, service and price. Certain competitors are larger than we are or are subsidiaries of larger entities and may be better able to manage costs than us or may have greater financial resources than we have. Due to the competitiveness in the aerospace industry, we may not be able to increase prices for our products to cover increases in our costs, or we may face pressure to reduce prices, which could materially reduce our revenues, gross margin and profitability. Competitive factors, including changes in market penetration, increased price competition and the introduction of new products and technology by existing and new competitors could result in a material reduction in our revenues and profitability.

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We may not realize all of the sales expected from our existing Precision Aerospace backlog.
     There is an ongoing risk that aerospace orders may be cancelled or rescheduled due to fluctuations in our customers’ business needs and market conditions. We consider backlog to be firm customer orders for future delivery. Certain of our customers have the right to terminate, reduce or defer firm orders that we have in backlog. If a customer terminates or reduces firm orders, we are able to invoice for work performed, but our future sales would be adversely affected.
     Also, the realization of sales from new and existing programs of all of our customers is inherently subject to a number of important risks and uncertainties, including whether our customers will execute the launch of product programs on time, or at all, and the number of units that our customers will actually produce.
We maintain a frozen defined benefit pension plan.
     Declines in the stock market and prevailing interest rates could cause an increase in our pension benefit expenses in the future and result in reductions in our pension fund asset values and increases in our pension benefit obligations. These changes could cause a reduction in our net worth and may require us to make higher cash contributions to our pension plan in the future.
Any product liability claims in excess of insurance could adversely affect our financial condition.
     There are potential product liability risks that are inherent in the design, manufacture and sale of certain of our products. While we believe that our liability insurance is adequate to protect us from these liabilities, our insurance may not cover all liabilities. Any material liability not covered by insurance could have a material adverse effect on our financial condition, results of operations and cash flows.
We depend heavily on our senior management and other key personnel, the loss of whom could materially affect our financial performance and prospects.
     Our business is managed by a small number of key executive officers, including Dominick Pagano, Lou Melluzzo and Glenn Purple. Our future success will depend on, among other things, our ability to keep the services of these executives and to hire other highly qualified employees at all levels. We compete with other potential employers for employees, and we may not be successful in hiring and retaining executives and other skilled employees that we need. Our ability to successfully execute our business strategy, market and develop our products and serve our customers could be adversely affected by a shortage of available skilled employees or executives.
We face costs and risks associated with maintaining effective internal control over financial reporting.
     Section 404 of the Sarbanes —Oxley Act of 2002 (“Section 404”) requires our management to include in our annual reports on Form 10-K, their report on the operating effectiveness of the Company’s internal controls over financial reporting. Carlin, Charron & Rosen, LLP, our independent registered public accounting firm, will be required to attest to the effectiveness of our internal control over financial reporting beginning with the year ended January 2, 2010. The process of maintaining and evaluating the effectiveness of our internal control over financial reporting requires us to incur expense and to devote resources on an on-going basis.
     In the event that our management or our independent registered public accounting firm determine that our internal control over financial reporting is not effective as defined under Section 404, we could be

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subject to regulatory scrutiny and a loss of confidence among our current and potential shareholders and customers in our financial reporting and disclosure, which could adversely affect our business.
Item 1B. Unresolved Staff Comments.
     None.
Item 2. Properties.
     The following table describes the location and general character of our principal plants and other materially important physical properties. The properties at 1790 and 1798 New Britain Avenue were renovated in 1997 to improve production, increase capacity and improve the appearance of both the interior and exterior. A portion of the facility at 21 Spring Lane that had previously been used as warehouse space, was reconditioned in the first quarter of 2006 and is currently being used as manufacturing area.
                         
    Square   Owned or   Principal
Address   Feet   Leased   Activity
 
1790 New Britain Ave.
Farmington, CT. 06032
    47,000     Owned (1)   Manufacturing Design engineering services
 
1798 New Britain Ave.
Farmington, CT. 06032
    20,800     Owned (1)   Design and manufacture of spindles
 
1806 New Britain Ave.
Farmington, CT. 06032
    19,200     Owned (1)   Manufacturing Corporate offices
 
21 Spring Lane
Farmington, CT. 06032
    44,000     Owned (1)   Manufacturing Warehouse
 
35 Holland Dr. (2)
Newington, CT 06111
    14,400     Owned   Repair
 
(1)   Property subject to mortgage securing certain corporate indebtedness.
 
(2)   Property acquired as part of the Company’s acquisition of certain assets of MTU Aero Engines North America, Inc.’s Repair Business Unit.
Item 3. Legal Proceedings.
     We are not a party to any material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
     No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 29, 2007.

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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
     Information in response to this item is incorporated herein by reference to “Market Information” on pages 4 through 5 of our 2007 Annual Report to Shareholders. The information required by Item 5 with respect to securities authorized for issuance under equity compensation plans is set forth in Part III, Item 12 of this Form 10-K
Item 6. Selected Financial Data.
     Information in response to this item is incorporated herein by reference to “Selected Financial Information” on page 6 of our 2007 Annual Report to Shareholders.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
     Information in response to this item is incorporated herein by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 7 through 13 of our 2007 Annual Report to Shareholders.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk.
     Not required under Regulation S-K for “smaller reporting companies”
Item 8. Financial Statements and Supplementary Data.
     Information in response to this item is incorporated herein by reference to pages 14 through 32 of our 2007 Annual Report to Shareholders.
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.
     None
Item 9A(T). Controls and Procedures.
Disclosure Controls and Procedures.
     As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended, 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 of December 29, 2007. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based on this evaluation, the Company’s management 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 Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms and that it is accumulated and communicated to our management, including the

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Company’s Chief Executive Officer, and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting.
     There has been no change in the Company’s internal control over financial reporting during the Company’s fiscal year ended December 29, 2007 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Report of Management on Internal Control Over Financial Reporting.
     The management of EDAC is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management has assessed the effectiveness of EDAC’s internal control over financial reporting as of December 29, 2007. In making its assessment, management has utilized the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in Internal Control-Internal Framework. Management concluded that based on its assessment, EDAC maintained effective internal control over financial reporting of December 29, 2007.
     This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
Item 9B. Other Information.
     None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
     Information in response to this item is incorporated herein by reference to “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive Proxy Statement for our 2008 Annual Meeting of Shareholders (“EDAC’s 2008 Proxy Statement”), which will be filed within 120 days after the end of our fiscal year ended December 29, 2007.
     We have adopted a written code of ethics that applies to all of our employees, including but not limited to, our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of our code of ethics is publicly available at our website at www.edactechnologies.com/investor/ and is also available without charge by writing to: Glenn L. Purple, Secretary, EDAC Technologies Corporation, 1806 New Britain Avenue, Farmington, Connecticut 06032.
Item 11. Executive Compensation.
     Information in response to this item is incorporated herein by reference to “Executive Compensation” in EDAC’s 2008 Proxy Statement.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
     Information in response to this item is incorporated herein by reference to “Security Ownership” in EDAC’s 2008 Proxy Statement.
     The following table sets forth certain information regarding our equity compensation plans as of December 29, 2007.
EQUITY COMPENSATION PLAN INFORMATION
                         
                    Number of  
                    securities  
    Number of             remaining available  
    securities to be             for future issuance  
    issued upon     Weighted-average     under equity  
    exercise of     exercise price of     compensation plans  
    outstanding     outstanding     (excluding  
    options, warrants     options, warrants     securities reflected  
    and rights     and rights     in column (a))  
Plan category   (a)     (b)     (c)  
 
                       
Equity compensation plans approved by security holders
                 
 
                       
Equity compensation plans not approved by security holders (1)
    604,834 (2)   $ 4.05       483,166 (3)
 
                 
Total
    604,834     $ 4.05       483,166  
 
                 
 
(1)   Consists of the following equity compensation plans: the 1996 Stock Option Plan (the “1996 Plan”), the 1998 Stock Option Plan (the “1998 Plan”), the 2000 Employee Stock Option Plan (the “2000 Plan”) and the 2000-B Employee Stock Option Plan (the “2000-B Plan”), (collectively, the “Plans”). Each of the Plans provide for the grant of stock options to any director, officer or employee of the Company or any of its subsidiaries. The 2000 Plan also provides for the grant of stock options to consultants of the Company and its subsidiaries. Each of the Plans is administered by the Compensation Committee of the Company’s Board of Directors. Options are generally granted for a term of ten years. The exercise price of options granted under each of the Plans must not be less than the fair market value of the Company’s common stock on the date of grant. The 1996 Plan, the 1998 Plan, the 2000 Plan and the 2000- B Plan each provide for the issuance of up to 329,500, 330,000, 300,000 and 500,000 shares of common stock, respectively, upon the exercise of options granted under such plans.

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(2)   Consists of outstanding options to purchase 5,000 shares under the 1996 Plan, 16,000 shares under the 1998 Plan, 192,500 shares under the 2000 Plan and 391,334 shares under the 2000-B Plan.
 
(3)   Includes 236,500 shares issuable under the 1996 Plan, 183,400 shares issuable under the 1998 Plan, 45,500 shares issuable under the 2000 Plan and 17,766 shares issuable under the 2000-B Plan.
Item 13. Certain Relationships and Related Transactions and Director Independence.
     There are no related party transactions to report. The information required by Item 13 with respect to Director Independence is incorporated herein by reference to “Board and Committee Meetings and Related Matters” in EDAC’s 2008 Proxy Statement.
Item 14. Principal Accountant Fees and Services.
     Information in response to this item is incorporated herein by reference to “Fees of Independent Auditors” in EDAC’s 2008 Proxy Statement.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
     (a) Documents filed as a part of this report:
1. Financial Statements.
The financial statements required to be filed by Item 8 hereof have been incorporated by reference to our 2007 Annual Report to Shareholders and consist of the following:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets—As of December 29, 2007 and December 30, 2006.
Consolidated Statements of Operations—Fiscal Years
Ended December 29, 2007 and December 30, 2006.
Consolidated Statements of Cash Flows-Fiscal Years
Ended December 29, 2007 and December 30, 2006.
Consolidated Statements of Changes in Shareholders’ Equity and Comprehensive Income (Loss)-Fiscal Years Ended December 29, 2007 and December 30, 2006.
Notes to Consolidated Financial Statements.
2. Financial Statement Schedule.

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The following financial statement schedule of EDAC is required to be filed by Item 8 hereof and paragraph (c) below:
Report of Independent Registered Public Accounting Firm on Financial Statement Schedule
Schedule II: Valuation and qualifying accounts
All other schedules for which provisions are made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.
3. Exhibits
     (b) Exhibits
See Exhibit Index included as the last part of this report on Form 10-K, which Index is incorporated herein by this reference.
     (c) Financial Statement Schedules
Refer to Item 15(a) above for listing of financial statement schedules.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
FINANCIAL STATEMENT SCHEDULE
To the Shareholders and Board of Directors of
 EDAC Technologies Corporation
We have audited the consolidated financial statements of EDAC Technologies Corporation and subsidiaries (the “Company”) as of December 29, 2007 and December 30, 2006, and for the years then ended, and have issued our report thereon dated March 14, 2008, such consolidated financial statements and report are included in the Company’s annual report to shareholders for the fiscal year ended December 29, 2007 and are incorporated herein by reference. Our audit also included the financial statement schedule of the Company, listed in item 15. This financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audit. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements as of December 29, 2007 and December 30, 2006, and for the years then ended, taken as a whole, presents fairly, in all material respects, the information set forth therein.
         
     
  /s/ Carlin, Charron & Rosen LLP    
     
     
Glastonbury, Connecticut
March 14, 2008

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SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
EDAC TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                                                 
COL. A   COL. B   COL. C   COL. D   COL. E
            ADDITIONS        
    Balance at Beginning   Charged to Costs   Charged to Other   Deductions   Balance at End
DESCRIPTION   of Year   and Expenses   Accounts-Describe   Describe   of Year
 
                                               
YEAR ENDED DECEMBER 29, 2007:
                                               
Reserves and allowances deducted from asset accounts:
                                               
 
                                               
Allowance for doubtful accounts receivable
  $ 110,000     $ 121,111     $ 0       (1 )   $ 45,111     $ 186,000  
 
                                               
Allowance for excess and obsolete inventories
    645,567       99,108       0       (2 )     65,952       678,723  
 
                                               
YEAR ENDED DECEMBER 30, 2006:
                                               
Reserves and allowances deducted from asset accounts:
                                               
 
                                               
Allowance for doubtful accounts receivable
    184,187       (24,421 )     0       (1 )     49,766       110,000  
 
                                               
Allowance for excess and obsolete inventories
    680,742       16,000       0       (2 )     51,175       645,567  
 
(1)   Write-off of specific accounts receivable.
 
(2)   Disposition of inventory reserved against.

13


Table of Contents

SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  EDAC TECHNOLOGIES CORPORATION
 
 
  By:   /s/ Dominick A. Pagano    
    Dominick A. Pagano   
    President and Chief
Executive Officer 
 
       
  Date:  March 19, 2008    
 
Each person whose signature appears below hereby appoints Dominick A. Pagano and Glenn L. Purple, and each of them individually, his true and lawful attorney-in-fact, with power to act with or without the other and with full power of substitution and resubstitution, in any and all capacities, to sign any and all amendments to the Form 10-K and file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
         
Signatures   Title   Date
 
       
/s/ Dominick A. Pagano
 
Dominick A. Pagano
  President, Chief Executive
Officer and Director
(Principal Executive Officer)
  March 19, 2008
 
       
/s/ Glenn L. Purple
 
Glenn L. Purple
  Chief Financial Officer, Vice
President-Finance and Secretary
(Principal Financial and Accounting
Officer)
  March 19, 2008
 
       
/s/ Joseph P. Lebel
 
Joseph P. Lebel
  Director    March 19, 2008

14


Table of Contents

         
Signatures   Title   Date
 
       
/s/ Stephen J. Raffay
 
Stephen J. Raffay
  Director    March 19, 2008
 
       
/s/ Ross C. Towne
 
Ross C. Towne
  Director    March 19, 2008
 
       
/s/ Daniel C. Tracy
 
Daniel C. Tracy
  Director, Chairman of the Board    March 19, 2008

15


Table of Contents

EXHIBIT INDEX
             
Exhibit       Sequential
Number       Page Number
 
           
3.1
  EDAC’s Amended and Restated Articles of Incorporation     (1 )
 
           
3.2
  EDAC’s Amended and Restated By-Laws     (6 )
 
           
4.1
  EDAC’s Amended and Restated Articles of Incorporation     (1 )
 
           
4.2
  Sections of EDAC’s By-Laws     (6 )
 
           
10.1
  Gros-Ite division Pension Plan     (1 )
 
           
10.2
  EDAC Technologies Corporation 1996 Stock Option Plan     (2 )
 
           
10.3
  EDAC Technologies Corporation 1998 Stock Option Plan     (3 )
 
           
10.4
  EDAC Technologies Corporation 2000 Stock Option Plan     (4 )
 
           
10.5
  EDAC Technologies Corporation 2000-B Stock Option Plan     (4 )
 
           
10.6
  Loan Agreement dated February 5, 2001 by and between Farmington Savings Bank and EDAC.     (5 )
 
           
10.7
  Commercial Mortgage Note dated February 5, 2001 by and between Farmington Savings Bank and EDAC.     (5 )
 
           
10.8
  Open-End Mortgage Deed and Security Agreement dated February 5, 2001 by and between Farmington Savings Bank and EDAC.     (5 )
 
           
10.9
  Environmental Indemnification Agreement dated February 5, 2001 by and between Farmington Savings Bank and EDAC.     (5 )
 
           
10.10
  Form of Agreements regarding Indemnification between EDAC and each of its directors and executive officers.     (7 )
 
           
10.11
  Note and Mortgage Modification Agreement by and between EDAC and Farmington Savings Bank dated October 15, 2003     (8 )
 
           
10.12
  Loan Agreement by and between EDAC, Apex and Banknorth N.A. dated March 5, 2004.     (9 )
 
           
10.13
  Term Note by and between EDAC, Apex and Banknorth N.A dated March 5, 2004.     (9 )
 
           
10.14
  Open-End Mortgage, Commercial Mortgage, Security Agreement and Assignment of Leases and Rents by and between Banknorth N.A and EDAC dated March 5, 2004.     (9 )

16


Table of Contents

             
Exhibit       Sequential
Number       Page Number
 
           
10.15
  Open-End Mortgage, Commercial Mortgage, Security Agreement and Assignment of Leases and Rents by and between Apex and Banknorth N.A dated March 5, 2004.     (9 )
 
           
10.16
  Hazardous Substance Certificate and Indemnification Agreement by and between EDAC, Apex and Banknorth N.A. dated March 5, 2004.     (9 )
 
           
10.17
  Credit Agreement dated as of January 3, 2005 by and among EDAC, Apex Machine Tool Company, Inc., Gros-Ite Industries, Inc. and Banknorth, N.A.     (10 )
 
           
10.18
  Security Agreement dated as of January 3, 2005 by and among EDAC, Apex Machine Tool Company, Inc., Gros-Ite Industries, Inc. and Banknorth, N.A.     (10 )
 
           
10.19
  Open-End Mortgage Deed dated as of January 3, 2005 by and between EDAC and Banknorth, N.A.     (10 )
 
           
10.20
  Open-End Mortgage Deed dated as of January 3, 2005 by and between Apex and Banknorth, N.A.     (10 )
 
           
10.21
  Borrower’s Environmental Indemnification dated as of January 3, 2005 by and among EDAC, Gros-Ite, Apex and Banknorth, N.A.     (10 )
 
           
10.22
  Revolving Credit Note dated as of January 3, 2005 by and among EDAC, Gros-Ite, Apex and Banknorth, N.A.     (10 )
 
           
10.23
  Term Loan Note dated as of January 3, 2005 by and among EDAC, Gros-Ite, Apex and Banknorth, N.A.     (10 )
 
           
10.24
  Equipment Loan Note dated as of January 3, 2005 by and among EDAC, Gros-Ite, Apex and Banknorth, N.A.     (10 )
 
           
10.25
  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.     (11 )
 
           
10.26
  Change in Terms Agreement dated August 23, 2005, changing the Equipment Loan Note and Credit Agreement by and between EDAC and Banknorth, N.A.     (11 )
 
           
10.27
  Promissory Note dated as of December 28, 2005 by and among EDAC, Apex Machine Tool Company, Inc., Gros-Ite Industries, Inc. and Banknorth, N.A.     (12 )
 
           
10.28
  Commercial Security Agreement dated as of December 28, 2005 by and among EDAC, Apex Machine Tool Company, Inc., Gros-Ite Industries, Inc. and TD Banknorth, N.A.     (12 )

17


Table of Contents

             
Exhibit       Sequential
Number       Page Number
 
           
10.29
  Promissory Note dated as of April 4, 2006 by and among EDAC, Apex Machine Tool Company, Inc., Gros-Ite Industries, Inc. and TD Banknorth, N.A.     (13 )
 
           
10.30
  Amended and Restated Employment Agreement dated as of February 12, 2007 between EDAC and Dominick Pagano     (14 )
 
           
10.31
  Employment Agreement dated as of February 12, 2007 between EDAC and Luciano M. Melluzzo     (14 )
 
           
10.32
  Employment Agreement dated as of February 12, 2007 between EDAC and Glenn L. Purple     (14 )
 
           
10.33
  Change in Terms Agreement dated July 26, 2006, changing the Equipment Loan Note by and between EDAC and TD Banknorth, N.A.     (16 )
 
           
10.34
  Term Note dated as of October 27, 2006 by and among EDAC, Apex Machine Tool Company, Inc., Gros-Ite Industries, Inc. and TD Banknorth, N.A.     (15 )
 
           
10.35
  Term Note dated as of July 18, 2007 by and among EDAC, Apex Machine Tool Company, Inc. Gros-Ite Industries, Inc. and TD Banknorth, N.A.     (16 )
 
           
11
  Earnings per share information has been incorporated by reference to EDAC’s 2007 Annual Report to Shareholders        
 
           
13*
  EDAC’s 2007 Annual Report to Shareholders        
 
           
14
  EDAC Technologies Corporation Code of Ethics     (8 )
 
           
21*
  Subsidiaries        
 
           
23.1*
  Consent of Carlin, Charron & Rosen, LLP        
 
           
31.1*
  Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.        
 
           
31.2*
  Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of 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,

18


Table of Contents

    commission File No. 2-99491, Amendment No. 1.
 
(2)   Exhibit incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996.
 
(3)   Exhibit incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended January 2, 1999.
 
(4)   Exhibit incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 30, 2000.
 
(5)   Exhibit incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.
 
(6)   Exhibit incorporated by reference to the Company’s Current Report on Form 8-K dated February 19, 2002.
 
(7)   Exhibit incorporated by reference to the Company’s Quarterly Report on Form 10-Q dated June 30, 2002.
 
(8)   Exhibit incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended January 3, 2004.
 
(9)   Exhibit incorporated by reference to the Company’s Quarterly Report on Form 10-Q dated April 3, 2004.
 
(10)   Exhibit incorporated by reference to the Company’s Current Report on Form 8-K dated January 3, 2005.
 
(11)   Exhibit incorporated by reference to the Company’s Quarterly Report on Form 10-Q dated October 1, 2005.
 
(12)   Exhibit incorporated by reference to the Company’s Current Report on Form 8-K dated December 29, 2005.
 
(13)   Exhibit incorporated by reference to the Company’s Current Report on Form 8-K dated April 5, 2006.
 
(14)   Exhibit incorporated by reference to the Company’s Current Report on Form 8-K dated February 16, 2007.
 
(15)   Exhibit incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 30, 2006.
 
(16)   Exhibit incorporated by reference to the Company’s Quarterly Report on Form 10-Q dated September 29, 2007.
 
*   Filed herewith

19

EX-13 2 c25000exv13.htm 2007 ANNUAL REPORT TO SHAREHOLDERS exv13
 

EXHIBIT 13
EDAC Technologies Corporation
Annual Report
2007

 


 

2007 Annual Report
To Our Shareholders:
The toughest thing about success is that you’ve got to keep on being a success. Talent is only a starting point ...
Irving Berlin (1888 — 1989), 1958
Our 2007 results once again attest to our success at meeting the continuing challenges that always lie ahead, and to the talent of our employees. Over the past five years, you the shareholders have seen your equity improve by over $19 million.
During this time EDAC has slowly rebuilt, expanded and positioned itself to maximize opportunities both in the aerospace and machine tool markets. Within the aerospace sector we have become part of the supply chains for the engine program for the Boeing 777 and for the emerging engine programs for the Boeing Dreamliner 787 and the U.S. Military’s Joint Strike Force. In the machine tool sector we have expanded our composite mold design and build capabilities, and are transitioning into a mix of production based manufacturing for the industrial, military, space, energy and oil field sectors.
In 2007 we increased our Precision Aerospace sales to $26.3 million compared to $16.0 million in 2006. Our Precision Aerospace backlog increased to $23.9 million compared to $22.8 million at the end of 2006. In February 2008, we received an order of over $18 million from a new aerospace customer, increasing our Precision Aerospace backlog to $44.1 million. Deliveries to this jet engine manufacturer are scheduled from 2009 through 2012.
Our Apex Machine Tool product line continued to add new customers as a result of our ongoing diversification initiative. Apex sales increased to $19.7 million in 2007 compared to $18.1 million in 2006. Having increased our client base, the outlook for 2008 is strong.
Highlights for 2007 are as follows:
    Sales increased to $50.0 million from $38.3 million in 2006.
 
    Operating profits increased to $6.1 million from $2.9 million in 2006.
 
    Net income more than doubled, improving to $3.4 million from $1.6 million in 2006.
 
    Sales and operating profits improved for the fifth straight year.
 
    Sales backlog increased from $28.8 million at December 30, 2006 to $30.1 million at December 29, 2007 and to $51.0 million at February 23, 2008.
 
    Cash flow generated from operating activities exceeded $8.0 million.
 
    Capital expenditures of $3.0 million.

1


 

In December 2007, we acquired the assets of MTU Aero Engines North America, Inc.’s Repair Business Unit. Operating now as EDAC’s Aero Engine Component Repair, this operation, located in Newington, Connecticut, is engaged in precision machining for the maintenance and repair of selected aircraft engine components.
None of this would have been possible without our employees, who are disciplined and committed to excellence, continuous improvement and above all hard work to ensure our continued success.
Having established a solid foundation, we are confident that EDAC will continue to prosper in 2008 and beyond. We are determined to continue the work needed to maximize shareholder value in the years ahead.
         
  Sincerely yours,
 
 
  /s/ Dominick A. Pagano    
  Dominick A. Pagano   
     

2


 

EDAC Technologies: Organization and Mission
EDAC Technologies Corporation, founded in 1946, is a diversified public corporation. The Company operates as one company offering three major product lines: Precision Aerospace, Apex Machine Tool and Gros-Ite Spindles.
Precision Aerospace produces low pressure turbine cases, hubs, rings, disks and other complex, close tolerance components for all major aircraft engine and ground turbine manufacturers. This product line specializes in turnings and 4 and 5 axis milling of difficult-to-machine alloys such as waspalloy, hastalloy, inconnel, titanium, high nickel alloys, aluminum and stainless steels. Precision assembly services include assembly of jet engine sync rings, aircraft welding and riveting, post-assembly machining and sutton barrel finishing. With the addition in December 2007 of Aero Engine Component Repair, Precision Aerospace also is engaged in precision machining for the maintenance and repair of selected components in the aircraft engine industry. Geographic markets include the U.S., Canada, Mexico, Europe and Asia, although most of this product line’s sales come from the United States.
Apex Machine Tool designs and manufactures highly sophisticated fixtures, precision gauges, close tolerance plastic injection molds and precision component molds for composite parts and specialized machinery. A unique combination of highly skilled toolmakers and machinists and leading edge technology has enabled Apex to provide exacting quality to customers who require tolerances to +/- .0001 inches. Geographic markets include the U.S., Canada and Europe, although almost all sales come from the United States.
Gros-Ite Spindles designs, manufactures and repairs all types of precision rolling element bearing spindles including hydrostatic and other precision rotary devices. Custom spindles are completely assembled in a Class 10,000 Clean Room and are built to suit any manufacturing application up to 100 horsepower and speeds in excess of 100,000 revolutions per minute. Gros-Ite Spindles’ repair service can recondition all brands of precision rolling element spindles, domestic or foreign. This product line serves a variety of customers: machine tool manufacturers, special machine tool builders and integrators, industrial end-users, and powertrain machinery manufacturers and end-users. Geographic markets include the U.S., Canada, Mexico, Europe and Asia, although almost all sales come from the United States.
EDAC is ISO 9001-2000 Certified. Gros-Ite Precision Aerospace is AS9100:2004 Certified.
Mission
The mission of EDAC is to be the company of choice for customers, shareholders, employees and the community at large. We believe that this can be achieved by being flexible and easy to work with, providing customers with benchmark quality, service and value, providing shareholders superior return on their investment, developing a world class working environment for employee health, safety, security and career growth, and acting as a good corporate citizen through support of the local community and charities.
MARKETING AND COMPETITION
EDAC designs, manufactures and services tooling, fixtures, molds, jet engine components and machine spindles, satisfying the highest precision requirements of some of the most exacting customers in the world. This high skill level has been developed through more than 50 years of involvement with the aerospace industry. In the aerospace market, EDAC has been actively pursuing qualification as a supplier of products to the military. Beyond aerospace, EDAC continues to expand its manufacturing services to a broad base of industrial customers.
Most of the competition for design, manufacturing and service in precision machining and machine tools comes from independent firms, many of which are smaller than EDAC. This point of difference often gives us an advantage in that we can bring a broader spectrum of support to customers who are constantly looking for ways to consolidate their vendor base. We also compete against the in-house manufacturing and service capabilities of larger customers. We believe that the trend of these large manufacturers is to outsource activities beyond their core competencies, which presents us with opportunities.

3


 

The market for our products and precision machining capabilities continues to change with the development of more sophisticated use of business-to-business tools on the internet. We are actively involved in securing new business leads through the web and have participated in internet auctions and research for quoting opportunities. Moreover, the sales and marketing team at EDAC has developed an updated website (www.edactechnologies.com) with interactive tools to make it easier for customers to do business with us.
EDAC’s competitive advantage is enhanced not only by the extra level of expertise gained through our experience in the aerospace industry, but also by our ability to provide customers with high quality, high precision, and quick turnaround support, from design to delivery. We believe that this comprehensive end-to-end service capability sets us apart. It is also indicative of our commitment to seek continuous improvement and utilization of the latest technology. Such commitment, we believe, will boost our productivity and make us ready to respond effectively to the increasing price pressure in a very competitive marketplace.
MARKET INFORMATION
The Company’s Common Stock trades on The Nasdaq Capital Market under the symbol: “EDAC”.
High and low sales prices per share during each fiscal quarter of the past two fiscal years were as follows:
                                 
    2007   2006
    High   Low   High   Low
 
                               
First Quarter
  $ 5.15     $ 3.00     $ 4.08     $ 3.20  
Second Quarter
    9.85       4.75       4.25       3.45  
Third Quarter
    9.86       6.54       3.65       3.10  
Fourth Quarter
    11.40       7.51       3.30       2.50  
The information provided above reflects inter-dealer prices, without retail mark-ups, markdowns or commissions and may not represent actual transactions.
The approximate number of shareholders of record plus beneficial shareholders of the Company’s Common Stock at February 29, 2008 was 1,890.
The Company has never paid cash dividends. The Company must obtain approval from its primary lender prior to paying any cash dividends (See Note D to the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this report).
Shareholder Return Performance Graph
The following performance graph compares the five year cumulative total shareholder return from investing $100 on December 28, 2002 in the Company’s Common Stock to (i) the Total Return Index for The Nasdaq Stock Market (U.S. Companies) (the “Nasdaq (US) Index”) and (ii) the Total Return Index for Nasdaq Trucking and Transportation Stocks (the “Nasdaq Transportation Index”).

4


 

Comparison of Five-Year Cumulative Total Return of EDAC Common Stock, Nasdaq (US)
Index and Nasdaq Transportation Index
(PERFORMANCE GRAPH)
                         
            Nasdaq    
    Nasdaq (US)   Transportation   EDAC Technologies
Fiscal Year Ended   Index   Index   Corporation
December 28, 2002
  $ 100.00     $ 100.00     $ 100.00  
January 3, 2004
    148.33       143.99       205.88  
January 1, 2005
    161.10       183.86       313.73  
December 31, 2005
    164.53       192.08       725.49  
December 30, 2006
    180.76       223.32       598.04  
December 29, 2007
    197.62       242.32       2,090.20  

5


 

SELECTED FINANCIAL INFORMATION
The following selected financial information for each of the two most recent fiscal years has been derived from the Company’s audited financial statements. The following data is qualified by reference to and should be read in conjunction with the Company’s audited financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
The Company operates on a fiscal year basis. The Company’s fiscal year is a 52 or 53-week period ending on the Saturday closest to December 31. All years presented were 52-week years.
SELECTED INCOME STATEMENT DATA
                 
    2007     2006  
    (In thousands, except per share data)  
 
               
Sales
  $ 50,019     $ 38,329  
 
           
 
               
Net income
  $ 3,449     $ 1,554  
 
           
Earnings per common share:
               
Basic
  $ 0.75     $ 0.34  
 
           
Diluted
  $ 0.70     $ 0.32  
 
           
SELECTED BALANCE SHEET DATA
                 
    2007   2006
    (In thousands)
 
               
Current assets
  $ 18,792     $ 16,900  
Total assets
    31,763       28,565  
Current liabilities
    8,928       9,690  
Working capital
    9,864       7,210  
Long-term liabilities
    7,653       8,246  
Shareholders’ equity
    15,181       10,630  

6


 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Consolidated Financial Statements of the Company and related notes thereto.
Sales to the Company’s principal markets are as follows (in thousands):
                 
    2007     2006  
Aerospace customers
  $ 37,041     $ 23,597  
Other
    12,978       14,732  
 
           
Total
  $ 50,019     $ 38,329  
 
           
Sales by product line are as follows (in thousands):
                 
    2007     2006  
Precision Aerospace
  $ 26,319     $ 16,023  
Apex Machine Tool
    19,678       18,128  
Gros-Ite Spindles
    4,022       4,178  
 
           
Total
  $ 50,019     $ 38,329  
 
           
2007 vs. 2006
Sales
The Company’s sales increased $11,690,000, or 30.5%, from $38,329,000 in 2006 to $50,019,000 in 2007. Sales to aerospace customers increased $13,444,000, or 57.0% from 2006 to 2007, primarily because of increased sales to the commercial and military jet engine industry. Sales to non-aerospace customers decreased $1,754,000 or 11.9% from 2006 to 2007, primarily due to decreased sales to a major customer in the consumer products industry. As of December 29, 2007, sales backlog was approximately $30,100,000, compared to approximately $28,800,000 at December 30, 2006. The sales backlog increase is primarily due to increased orders in our Precision Aerospace product line partially offset by decreased orders in our Gros-Ite Spindles product lines. The Company presently expects to complete approximately $21,400,000 of the December 29, 2007 backlog during the 2008 fiscal year. Total Company backlog increased from $30.1 million at December 29, 2007 to $51.0 million at February 23, 2008. Approximately $18 million of this increase was from a new aerospace customer with deliveries scheduled from 2009 through 2012.
Sales for the Precision Aerospace product line increased $10,296,000, or 64.3%, from $16,023,000 in 2006 to $26,319,000 in 2007. The increase was due to increased shipments of jet engine parts to its major aerospace customers. During 2007 the Company acquired two large machines to increase its machining capacity for large commercial jet engine parts. Due to the Company’s aerospace customers changing their delivery schedules, shipments in the first and possibly second quarters of 2008 will be down compared to 2007 levels and will cause the Company’s overall sales to be down in the first and possibly second quarters of 2008 compared to 2007 levels. The Company believes that this is a temporary condition and further believes that the aerospace industry’s demand for its machining services will continue to increase. To further increase machining capacity in support of the Precision Aerospace product line, the Company plans on spending $2,300,000 to $3,600,000 for additional machinery and equipment to be delivered in 2008. The Company’s sales backlog for Precision Aerospace increased from $22.8 million at December 30, 2006 to $23.9 million at December 29, 2007 and to $44.1 million at February 23, 2008. Approximately $18,000,000 of this increase was from the new aerospace customer referred to above with deliveries scheduled from 2009 through 2012.

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Sales for the Apex Machine Tool product line increased $1,550,000, or 8.6%, from $18,128,000 in 2006 to $19,678,000 in 2007. The increase was due to sales to new customers and increased sales to existing customers. The Company anticipated a decrease in demand on certain tooling programs from a major customer in the consumer products industry during 2007. However, the Company continued its diversification initiative resulting in increased sales. The Company will continue with its diversification initiative to further increase its customer base. Sales backlog for the Apex Machine Tool product line increased from $5.3 million at December 30, 2006 to $5.5 million at December 29, 2007.
Sales for the Gros-Ite Spindles product line decreased $156,000, or 3.7%, from $4,178,000 in 2006 to $4,022,000 in 2007. This decrease was due to slightly decreased demand for the repair of spindles. The Company believes, based on indications from its customers, that demand for both new spindles and the repair of spindles will remain flat for 2008. An effort will be made in 2008 to increase the volume of repair business, depending on the conditions in the industry.
On December 14, 2007, the Company acquired certain assets of MTU Aero Engines North America, Inc.’s Repair Business Unit. The acquisition was accounted for under the purchase method of accounting with the assets acquired, recorded at their fair values at the date of acquisition. The results of operations of the acquired business have been included in the Consolidated Statement of Operations beginning as of the effective date of acquisition. The acquisition further diversifies our core Aerospace business to adjacent markets and is consistent with our long term growth plan.
During 2007, the Company increased its manufacturing floor space by approximately 6,000 square feet by moving certain machinery and equipment into a reconditioned facility that had previously been utilized for warehousing space.
Cost of Sales
Cost of sales as a percentage of sales decreased in 2007 to 80.0% from 83.7% in 2006. This decrease was primarily due to productivity improvements and sales levels increasing in the Precision Aerospace and Apex product lines greater than manufacturing costs due to the fixed element or semi-variable element of certain manufacturing costs.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $3,922,000 in 2007, representing an increase of $553,000, or 16.4%, from the 2006 level of $3,369,000. The increase was due to increases in share-based compensation, bad debt expense, bonus and profit sharing expense, partially offset by a decrease in pension expense related to the Company’s frozen defined benefit plan.
Interest Expense
Interest expense for 2007 increased $57,000 to $721,000 from $664,000 in 2006. This was due to increased borrowing levels compared to 2006. See Note D to the Consolidated Financial Statements.
Provision for Income Taxes
The income tax provision for 2007 was calculated using an effective rate of 36%, compared to 33% in 2006.
For additional discussion of income taxes, see “Critical Accounting Policies and Estimates — Income Taxes” and Note F to the Consolidated Financial Statements.
LIQUIDITY AND CAPITAL RESOURCES
The Company has met its working capital needs through funds generated from operations. The Company assesses its liquidity in terms of its ability to generate cash to fund its operating and investing activities. A decrease in product

8


 

demand would impact the availability of funds. Of particular importance to the Company’s liquidity are cash flows generated from operating activities, capital expenditure levels and borrowings on the revolving credit facility.
Long-term Debt and Revolving Line of Credit
Notes payable and long-term debt consists of the following:
                 
    Dec. 29, 2007     Dec. 30, 2006  
Revolving line of credit
  $     $ 1,000,000  
 
               
Term notes
    5,834,479       5,970,644  
 
               
Mortgage loans
    3,138,313       3,257,660  
 
               
Equipment notes payable
    2,999       9,806  
 
               
Capital lease obligations
    514,682       739,046  
 
           
 
    9,490,473       10,977,156  
Less — revolving line of credit
          1,000,000  
Less — current portion of long-term debt
    2,285,704       1,895,436  
 
           
 
  $ 7,204,769     $ 8,081,720  
 
           
The Company’s credit facility with TD Banknorth, N.A. 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 $4,700,000. The revolving line of credit is limited to an amount determined by a formula based on percentages of receivables and inventory and bears interest at a variable rate equal to the highest Prime Rate as published in the Wall Street Journal, adjusted daily (7.25% at December 29, 2007). The revolving line of credit is payable on demand and is reviewed annually as of July 31 with renewal at the bank’s discretion. The term loan is payable in 60 monthly payments of $97,560 including interest at 6.3% and has a balance of $2,190,704 as of December 29, 2007. The equipment line of credit provides advances to purchase eligible equipment and bears interest at a variable rate equal to the highest Prime Rate as published in the Wall Street Journal, adjusted daily. Amounts advanced on the equipment line of credit will convert to a term note on July 31, 2008, unless converted earlier at the option of the Company, 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%. The credit facility gives TD Banknorth N.A. a first security interest in accounts receivable, inventory, equipment and other assets and requires approval from TD Banknorth N.A. prior to paying cash dividends. As of December 29, 2007, there was $5,000,000 and $4,700,000 available for borrowing on the revolving line of credit and on the equipment line of credit, respectively, and the Company was in compliance with its debt covenants.
The Company has five term notes with TD Banknorth N.A. that were used to finance the purchase of machinery and equipment with interest rates ranging between 6.9% and 7.47% and maturity dates ranging between December 2010 and July 2012. As of December 29, 2007, the outstanding balance of the five notes totaled $3,643,775.
The Company has two mortgages secured by the Company’s real estate. One is due in monthly installments of $16,423 including interest at 7.5% through February 2021. The payment will be adjusted by the bank on March 1, 2011 and every 5 years thereafter to reflect interest at the Five Year Federal Home Loan Bank “Classic Credit Rate” plus 2.75%. The second is due in 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 on April 1, 2009, to reflect interest at the Five Year FHLBB Amortizing Advance Rate plus 2.75%.
Cash Flow
The following is selected cash flow data from the Consolidated Statements of Cash Flows (in thousands):
                 
    2007   2006
Net cash provided by (used in) operating activities
  $ 8,037     $ (132 )
Net cash used in investing activities
    (4,664 )     (3,231 )
Net cash (used in) provided by financing activities
    (1,012 )     1,819  

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2007
Impacting operating cash flow for 2007 was a decrease in net operating assets and liabilities of $1,428,000. Inventory decreased by $1,679,000 partially offset by a decrease in account payable of $784,000, both of which were primarily due to substantial amounts of raw material that had been received in the fourth quarter of 2006 and subsequently processed in 2007. Increases in other current liabilities were partially offset by increases in accounts receivable, and prepaid expenses.
Cash used in investing activities reflects the acquisition of a business of $1,700,000 and capital expenditures of $2,965,000 primarily for machinery and equipment to increase manufacturing capacity. Capital expenditures for 2008 are targeted at $3,700,000 to $5,000,000.
Net cash used in financing activities resulted primarily from the repayment of the revolving line of credit. Repayment of long-term bank debt was mostly offset by a new borrowing of long-term bank debt.
As of December 29, 2007, the Company had no outstanding balance on its revolving line of credit and equipment line of credit and had $5,000,000 and $4,700,000, respectively, available for additional borrowings.
2006
Net cash used in operating activities resulted primarily from an increase in inventory and accounts receivable, partially offset by cash earnings and an increase in accounts payable.
Net cash used in investing activities consisted primarily of expenditures for machinery to increase manufacturing capacity.
Net cash provided by financing activities resulted primarily from borrowings of long-term debt and on the revolving line of credit, partially offset by the repayment of long-term bank debt.
As of December 30, 2006, the Company’s revolving line of credit had $1,000,000 outstanding and $4,000,000 available for additional borrowings.
 
The Company believes that its credit facilities (See Note D to the Consolidated Financial Statements) and cash to be provided by operations will be adequate to meet the Company’s liquidity needs for 2008.
Capital expenditures for 2008 are targeted at $3,700,000 to $5,000,000. The 2008 capital additions will be primarily for machinery and equipment to increase capacity and production in the Precision Aerospace product line.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant accounting policies are set forth below.
Revenue Recognition — Sales are generally recorded when goods are shipped to the Company’s customers. The Company defers revenue recognition on certain product shipments until customer acceptance, including inspection and installation requirements, as defined, are achieved.
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.

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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 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 reasonably accurate in the past, and are not likely to change materially in the future.
Income Taxes — 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 has 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. At present, the Company has concluded that it is more likely than not that the Company will realize all of its deferred tax assets. Valuation allowances related to deferred tax assets can also be impacted by changes to tax laws, changes to statutory tax rates and future taxable income levels. In the event the Company were to determine that it would not be able to realize all or a portion of its deferred tax assets in the future, it would record a valuation allowance through a charge to income in the period in which that determination is made.
The Company adopted the provisions of FASB Interpretation No. 48 on January 1, 2007. There were no unrecognized tax benefits and there was no effect on our financial condition or results of operations as a result of implementing FIN 48. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of the date of adoption of FIN 48, there was no accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the year.
Long-Lived Assets — Property, plant and equipment are carried at cost less accumulated depreciation. The appropriateness and the recoverability of the carrying value of such assets are periodically reviewed taking into consideration current and expected business conditions.
Share-based compensation — Share-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity grant). The Company estimates the fair value of stock options using the Black-Scholes valuation model. Key input assumptions used to estimate the fair value of stock options include the expected option term, the expected volatility of the Company’s stock over the option’s expected term, the risk-free interest rate over the option’s expected term, and the Company’s expected annual dividend yield. The Company believes that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of the Company’s stock options granted during the fiscal years ended December 29, 2007 and December 30, 2006. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive equity awards.
Pension — The Company maintains a noncontributory defined benefit pension plan covering substantially all employees meeting certain minimum age and service requirements. The benefits are generally based on years of service and compensation during the last five years of employment. The Company’s policy is to contribute annually the amount necessary to satisfy the requirements of the Employee Retirement Income Security Act of 1974. In March 1993, the Board of Directors approved a curtailment to the plan which resulted in the freezing of all future benefits under the plan as of April 1, 1993.
The Company recognizes the overfunded or underfunded status of its defined benefit pension plan. Actuarial gains and losses, prior service costs or credits, and any remaining transition assets or obligations that have not been recognized are recognized in Accumulated Other Comprehensive Loss, net of tax effects, until they are amortized as a component of net periodic benefit cost. Presently, we use a September 30 measurement date for our defined benefit pension plan. For our fiscal year ending January 3, 2009, our measurement date is required to be the Company’s fiscal year end.
Pension expense for the plan was $33,229 and $128,087 for the years ended December 29, 2007 and December 30, 2006, respectively, and is calculated based upon a number of actuarial assumptions, including an expected long-term rate of return on our plan assets of 7.0% for each year. In developing our expected long-term rate of return assumption, we evaluated input from our actuaries and our investment managers. We anticipate that our investment managers will continue to generate long-term returns of at least 7.0%. We regularly review our asset allocation and

11


 

periodically rebalance our investments when considered appropriate. For the year ended December 29, 2007, we realized a return of over 7%. We continue to believe that 7.0% is a reasonable long-term rate of return on our plan assets.
The discount rate that we utilize for determining future pension obligations is based on a review of long-term bonds that receive one of the two highest ratings given by a recognized rating agency. The discount rate determined on this basis has increased from 6.0% at December 30, 2006 to 6.25% at December 29, 2007. Future actual pension expense will depend on future investment performance, changes in future discount rates and various other factors related to the population participating in our plan. We will continue to evaluate our actuarial assumptions, including our discount rate and expected rate of return, at least annually, and will adjust as necessary.
Lowering the expected long-term rate of return on our plan assets by .5% (from 7.0% to 6.5%) would have increased our pension expense for 2007 by approximately $27,000. Lowering the discount rate assumption by 0.5% would have increased our pension expense for 2007 by approximately $1,000.
The value of our plan assets has increased from $5.4 million at December 30, 2006 to $6.1 million at December 29, 2007. For the year ended December 29, 2007, the investment performance returns exceeded 7% and the discount rate was increased from 6.0% to 6.25% resulting in an actuarial gain of $600,000. As a result of the above our plan changed from an unfunded status of $0.5 million at December 30, 2006 to a funded status of $0.4 million at December 29, 2007. We believe that, based on our actuarial assumptions, we will be required to continue to make cash contributions to our plan.
During 2007, the Company contributed $0.3 million to the plan, which was the minimum required for the 2007 plan year. During fiscal year 2008, the Company expects to contribute $50,000 to the plan which is the minimum required for the plan year ending September 30, 2008. In the absence of significant changes, it is estimated that there will be no minimum required contribution for the 2009 plan year. See Note E to the Consolidated Financial Statements for further discussion.
The Company’s significant accounting policies are more fully described in Note A to the Company’s Consolidated Financial Statements.
ACCOUNTING STANDARDS NOT YET ADOPTED
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” which defines fair value, establishes a framework for measuring fair value and expands the related disclosure requirements. SFAS No. 157 is effective for financial statements issued in fiscal years beginning after November 15, 2007, but the FASB has partially delayed the effective date for one year for certain fair value measurements when those measurements are used for financial statement items that are not measured at fair value on a recurring basis. The impact to the Company of SFAS No. 157 is currently being evaluated and has not yet been determined.
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115” which is effective for fiscal years beginning after November 15, 2007. This statement permits an entity to choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. We are currently evaluating the potential impact of this statement.
In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (SFAS 141(R)), which replaces SFAS No. 141, “Business Combinations.” SFAS 141(R) retains the underlying concepts of SFAS 141 in that all business combinations are still required to be accounted for at fair value under the acquisition method of accounting but SFAS 141(R) changed the method of applying the acquisition method in a number of significant aspects. Acquisition costs will generally be expensed as incurred; noncontrolling interests will be valued at fair value at the acquisition date; in-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date; restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. SFAS 141(R) is effective on a

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prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008, with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies. SFAS 141(R) amends SFAS 109 such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to the effective date of SFAS 141(R) would also apply the provisions of SFAS 141(R). Early adoption is not permitted.
In December 2007, the FASB issued Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.” This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008, with earlier adoption prohibited. This statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. It also amends certain of ARB No. 51’s consolidation procedures for consistency with the requirements of SFAS 141(R). This statement also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. The statement will not have a significant impact on the Company’s financial statements.
In December 2007, the Emerging Issues Task Force (EITF) issued Issue No. 07-1, “Accounting for Collaborative Arrangements.” This Issue is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years, and shall be applied retrospectively to all prior periods presented for all collaborative arrangements existing as of the effective date. This Issue requires that transactions with third parties (i.e., revenue generated and costs incurred by the partners) should be reported in the appropriate line item in each company’s financial statement pursuant to the guidance in EITF Issue No. 99-19, “Reporting Revenue Gross as a Principal versus Net as an Agent.” This Issue also includes enhanced disclosure requirements regarding the nature and purpose of the arrangement, rights and obligations under the arrangement, accounting policy, amount and income statement classification of collaboration transactions between the parties. We are currently evaluating this new Issue and anticipate that the Issue will not have a significant impact on the reporting of our results of operations.
Certain factors that may affect future results of operations
     All statements other than historical statements contained in this annual report 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 year ended December 29, 2007. 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.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
 EDAC Technologies Corporation
We have audited the accompanying consolidated balance sheets of EDAC Technologies Corporation and subsidiaries (the “Company”) as of December 29, 2007 and December 30, 2006, and the related consolidated statements of operations, cash flows and changes in shareholders’ equity and comprehensive income (loss) for the years then ended. The Company’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of EDAC Technologies Corporation and subsidiaries as of December 29, 2007 and December 30, 2006, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
         
     
  /s/ Carlin, Charron & Rosen LLP    
     
Glastonbury, Connecticut
March 14, 2008

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EDAC TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEETS
As of December 29, 2007 and December 30, 2006
                 
    December 29,     December 30,  
    2007     2006  
 
               
ASSETS
               
 
               
CURRENT ASSETS:
               
Cash
  $ 3,286,203     $ 925,197  
Accounts receivable (net of allowance for doubtful accounts of $186,000 as of December 29, 2007 and $110,000 as of December 30, 2006)
    7,638,573       7,331,226  
Inventories, net
    6,598,111       8,234,866  
Prepaid expenses and other current assets
    51,339       56,438  
Refundable income taxes
    284,577       140,650  
Deferred income taxes
    933,124       211,394  
 
           
Total current assets
    18,791,927       16,899,771  
 
           
 
               
PROPERTY, PLANT AND EQUIPMENT, at cost:
               
Land
    892,692       634,692  
Buildings and improvements
    7,327,207       6,424,382  
Machinery and equipment
    26,649,320       23,587,670  
 
           
 
    34,869,219       30,646,744  
Less: accumulated depreciation
    22,390,417       20,315,938  
 
           
 
    12,478,802       10,330,806  
 
           
 
               
DEFERRED INCOME TAXES
          1,248,786  
 
           
 
               
OTHER ASSETS:
               
Prepaid pension
    428,882        
Other
    63,169       86,001  
 
           
 
    492,051       86,001  
 
           
 
               
TOTAL ASSETS
  $ 31,762,780     $ 28,565,364  
 
           
See notes to consolidated financial statements.

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EDAC TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEETS (CONTINUED)
As of December 29, 2007 and December 30, 2006
                 
    December 29,     December 30,  
    2007     2006  
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
 
               
CURRENT LIABILITIES:
               
Revolving line of credit
  $     $ 1,000,000  
Current portion of long-term debt
    2,285,704       1,895,436  
Trade accounts payable
    4,021,827       4,806,090  
Employee compensation and amounts withheld
    1,800,390       1,511,820  
Accrued expenses
    395,950       355,415  
Customer advances
    424,439       120,767  
 
           
Total current liabilities
    8,928,310       9,689,528  
 
           
 
               
LONG-TERM DEBT, less current portion
    7,204,769       8,081,720  
 
           
 
               
OTHER LIABILITIES
          163,981  
 
           
 
               
DEFERRED INCOME TAXES
    448,660        
 
           
 
               
COMMITMENTS AND CONTINGENCIES (NOTE G)
               
 
               
SHAREHOLDERS’ EQUITY:
               
Common stock, par value $.0025 per share; 10,000,000 shares authorized; issued and outstanding— 4,636,303 on December 29, 2007 and 4,526,437 on December 30, 2006
    11,591       11,316  
Additional paid-in capital
    10,245,877       9,530,688  
Retained earnings
    6,020,242       2,571,172  
 
           
 
    16,277,710       12,113,176  
Less: accumulated other comprehensive loss
    1,096,669       1,483,041  
 
           
Total shareholders’ equity
    15,181,041       10,630,135  
 
           
 
               
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
  $ 31,762,780     $ 28,565,364  
 
           
See notes to consolidated financial statements.

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EDAC TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Fiscal Years Ended December 29, 2007 and December 30, 2006
                 
    FISCAL YEAR  
    2007     2006  
Sales
  $ 50,018,584     $ 38,329,212  
Cost of Sales
    40,035,308       32,072,085  
 
           
Gross Profit
    9,983,276       6,257,127  
Selling, General and Administrative Expenses
    3,922,027       3,369,020  
 
           
Income from Operations
    6,061,249       2,888,107  
Non-Operating Income (Expense):
               
Interest Expense
    (721,235 )     (664,327 )
Other
    60,570       90,846  
 
           
Income before Provision For Income Taxes
    5,400,584       2,314,626  
Provision for Income Taxes
    1,951,514       760,238  
 
           
Net Income
  $ 3,449,070     $ 1,554,388  
 
           
 
               
Basic Income Per Common Share:
  $ 0.75     $ 0.34  
 
           
Diluted Income Per Common Share:
  $ 0.70     $ 0.32  
 
           
See notes to consolidated financial statements.

17


 

EDAC TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Fiscal Years Ended December 29, 2007
   and December 30, 2006
                 
    FISCAL YEAR  
    2007     2006  
 
               
Operating Activities:
               
Net income
  $ 3,449,070     $ 1,554,388  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    2,169,840       1,928,629  
Deferred income taxes
    729,209       336,000  
Gain on sale of property, plant and equipment
    (1,500 )     (37,540 )
Compensation expense pursuant to stock options
    240,849       40,515  
Excess tax benefit from share-based compensation
    (199,258 )     (23,465 )
Provision for inventory reserve
    99,108       16,000  
Provision for doubtful accounts receivable
    121,111       (24,421 )
Changes in operating assets and liabilities:
               
Accounts receivable
    (199,458 )     (1,719,500 )
Refundable income taxes
    (143,927 )     (85,666 )
Inventories
    1,678,647       (3,954,027 )
Prepaid expenses and other assets
    (423,783 )     24,772  
Trade accounts payable
    (784,263 )     2,378,224  
Other current liabilities
    1,300,933       (565,747 )
 
           
 
               
Net cash provided by (used in) operating activities
    8,036,578       (131,838 )
 
           
 
               
Investing Activities:
               
Additions to property, plant and equipment
    (2,965,004 )     (3,293,605 )
Cash paid for business acquired
    (1,700,000 )      
Proceeds from sales of property, plant and equipment
    1,500       62,400  
 
           
 
               
Net cash used in investing activities
    (4,663,504 )     (3,231,205 )
 
           
 
               
Financing Activities:
               
(Decrease) increase in revolving line of credit
    (1,000,000 )     1,000,000  
Borrowings on long-term debt
    1,515,540       2,346,569  
Repayments of long-term debt
    (2,002,223 )     (1,564,996 )
Proceeds from exercise of common stock options
    275,357       14,238  
Excess tax benefit from share-based compensation
    199,258       23,465  
 
           
 
               
Net cash (used in) provided by financing activities
    (1,012,068 )     1,819,276  
 
           
 
               
Increase (decrease) in cash
    2,361,006       (1,543,767 )
 
               
Cash at beginning of year
    925,197       2,468,964  
 
           
 
               
Cash at end of year
  $ 3,286,203     $ 925,197  
 
           
 
               
Supplemental Disclosure of Cash Flow Information:
               
Interest paid
  $ 719,048     $ 667,167  
Income taxes paid, net
    1,167,000       486,025  
See notes to consolidated financial statements.

18


 

EDAC TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
   AND COMPREHENSIVE INCOME (LOSS)
For the Fiscal Years Ended December 29, 2007
   and December 30, 2006
                                         
            Additional             Accumulated Other        
    Common     Paid-in             Comprehensive        
    Stock     Capital     Retained Earnings     Loss     Total  
 
                                       
Balances at December 31, 2005
  $ 11,261     $ 9,452,525     $ 1,016,784       ($1,682,425 )   $ 8,798,145  
 
                                       
Comprehensive income:
                                       
Net income
                1,554,388             1,554,388  
Unfunded pension liability, net of income taxes of $414,258
                      199,384       199,384  
 
                                     
Total comprehensive income
                                    1,753,772  
 
                                     
 
                                       
Exercise of stock options
    55       37,648                   37,703  
 
       
Stock option compensation expense
          40,515                   40,515  
 
                                       
 
                             
 
                                       
Balances at December 30, 2006
    11,316       9,530,688       2,571,172       (1,483,041 )     10,630,135  
 
                                       
Comprehensive income:
                                       
Net income
                3,449,070             3,449,070  
Unfunded pension liability, net of income taxes of $246,506
                      386,372       386,372  
 
                                     
Total comprehensive income
                                    3,835,442  
 
                                     
 
                                       
Exercise of stock options
    275       474,340                   474,615  
 
                                       
Stock option compensation expense
          240,849                   240,849  
 
                                       
 
                             
 
                                       
Balances at December 29, 2007
  $ 11,591     $ 10,245,877     $ 6,020,242       ($1,096,669 )   $ 15,181,041  
 
                             
See notes to consolidated financial statements.

19


 

EDAC TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 29, 2007 and December 30, 2006
NOTE A — ORGANIZATION AND BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND BUSINESS
The accompanying consolidated financial statements include EDAC Technologies Corporation (the “Company”) and its wholly owned subsidiaries, Gros-Ite Industries, Inc. and Apex Machine Tool Company, Inc. The Company provides complete design, manufacture and service meeting the precision requirements of customers for jet engine components, tooling, fixtures, molds and machine spindles.
ACQUISITION
On December 14, 2007, the Company acquired certain assets of MTU Aero Engines North America, Inc.’s Repair Business Unit. The acquisition was accounted for under the purchase method of accounting with the assets acquired, recorded at their fair values at the date of acquisition. The results of operations of the acquired business have been included in the Consolidated Statement of Operations beginning as of the effective date of acquisition. The acquisition further diversifies our core Aerospace business to adjacent markets and is consistent with our long term growth plan.
The purchase price has been allocated based on independent appraisals and management’s estimates as follows (in thousands):
         
Accounts receivable
  $ 229  
Inventory
    141  
Property, plant and equipment
    1,330  
 
     
 
  $ 1,700  
 
     
The unaudited pro forma consolidated financial information for the fiscal years ended December 29, 2007 and December 30, 2006 as though the acquisition had been completed at the beginning of the respective periods are as follows (in thousands, except per share data)
                 
    December 29, 2007   December 30, 2006
Sales
  $ 52,076     $ 40,362  
Net income
    3,538       1,426  
Basic income per share
  $ 0.77     $ 0.32  
Diluted income per share
  $ 0.72     $ 0.30  
SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation: All significant intercompany transactions and balances have been eliminated in the consolidated financial statements.
Fiscal Year: The Company’s fiscal year is a 52 or 53-week period ending on the Saturday closest to December 31. Fiscal 2007 and 2006 were 52-week years that ended on December 29, 2007 and December 30, 2006, respectively.
Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain of the amounts and disclosures reflected in the consolidated financial statements. Actual results could differ from those estimates.
Cash and Cash Equivalents: For the purpose of the statement of cash flows, the Company defines cash equivalents as highly liquid instruments with an original maturity of three months or less. The Company had no cash equivalents at December 29, 2007 and December 30, 2006.

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Revenue Recognition: Sales are generally recorded when goods are shipped to the Company’s customers. The Company defers revenue recognition on certain product shipments until customer acceptance, including inspection and installation requirements, as defined, are achieved.
Inventories: Inventories are stated at the lower of cost (first-in, first-out method) or market. Provisions for slow moving and obsolete inventory are provided based on historical experience and product demand. As of December 29, 2007 and December 30, 2006, inventories consist of the following:
                 
    December 29, 2007     December 30, 2006  
 
               
Raw materials
  $ 1,530,440     $ 1,972,871  
Work-in-progress
    4,635,437       5,636,354  
Finished goods
    1,110,957       1,271,208  
 
           
 
    7,276,834       8,880,433  
Less: reserve for excess and obsolete
    (678,723 )     (645,567 )
 
           
Inventories, net
  $ 6,598,111     $ 8,234,866  
 
           
Long-Lived Assets: Property, plant and equipment are stated at cost. Provisions for depreciation and amortization for financial reporting purposes, are computed using the straight-line method over 3 to 12 years for machinery and equipment and 25 years for buildings. Depreciation expense was $2,147,008 and $1,905,797 for 2007 and 2006, respectively.
The Company reviews its investments in long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company recognizes impairment when the carrying amount of the asset exceeds its estimated fair value.
Income Taxes: The Company accounts for income taxes under SFAS No. 109, “Accounting for Income Taxes.” Under SFAS No. 109, deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using the enacted marginal tax rate. Deferred income tax expenses or benefits are based on the changes in the deferred tax assets and liabilities from period to period.
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 has 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. At present, the Company has concluded that it is more likely than not that the Company will realize all of its deferred tax assets. Valuation allowances related to deferred tax assets can also be impacted by changes to tax laws, changes to statutory tax rates and future taxable income levels. In the event the Company were to determine that it would not be able to realize all or a portion of its deferred tax assets in the future, it would record a valuation allowance through a charge to income in the period in which that determination is made.
The Company adopted the provisions of FASB Interpretation No. 48, “Accounting For Uncertainty in Income Taxes — an interpretation of FASB Statement No 109”, (FIN 48) on January 1, 2007. There were no unrecognized tax benefits and there was no effect on our financial condition or results of operations as a result of adopting FIN 48. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of the date of adoption of FIN 48, there was no accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the year.
Earnings Per Share: Basic earnings per common share is based on the average number of common shares outstanding during the year. Diluted earnings per common share assumes, in addition to the above, a dilutive effect of common share equivalents during the year. Common share equivalents represent dilutive stock options using the treasury method, which results in the issuance of common shares in an amount less than the options exercised. The number of shares used in the earnings per common share computation for fiscal 2007 and 2006 are as follows:

21


 

                 
    2007   2006
 
               
Basic:
               
Weighted average common shares outstanding
    4,584,913       4,515,757  
 
               
Diluted:
               
Dilutive effect of stock options
    358,378       279,807  
 
               
Weighted average shares diluted
    4,943,291       4,795,564  
 
               
 
               
Options excluded since anti—dilutive
    188,500       92,000  
 
               
Comprehensive Income (Loss): Comprehensive income (loss), which is reported on the accompanying consolidated statement of changes in shareholders’ equity and comprehensive income (loss) as a component of accumulated other comprehensive income (loss), consists of net income (loss) and other gains and losses affecting shareholders’ equity that, under accounting principles generally accepted in the United States of America, are excluded from net income (loss). For the Company, comprehensive income (loss) consists of gains and losses related to the Company’s defined benefit pension plan.
Share Based Compensation: Effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123R, (“SFAS 123R”) “Share-Based Payment,” which establishes accounting for equity instruments exchanged for employee services. Under the provisions of SFAS 123R, share-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity grant). Prior to January 1, 2006, the Company accounted for share-based compensation to employees in accordance with Accounting Principles Board Opinion (“APB”) No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. The Company also followed the disclosure requirements of SFAS No. 123, “Accounting for Stock-Based Compensation”, as amended by SFAS 148, “Accounting for Stock-Based Compensation—Transition and Disclosure”. The Company elected to adopt the modified prospective transition method as provided by SFAS 123R and, accordingly, financial statement amounts for the prior periods have not been restated to reflect the fair value method of expensing share-based compensation. Under this application, the Company is required to record compensation cost for all share-based payments granted after the date of adoption based on the grant date fair value estimated in accordance with the provisions of SFAS 123R and for the unvested portion of all share-based payments previously granted that remain outstanding which were based on the grant date fair value estimated in accordance with the original provisions of SFAS 123. The majority of the Company’s share-based compensation arrangements vest over three years. The Company expenses its share-based compensation under the straight-line method.
Pension: Effective for the fiscal year ended December 30, 2006, the Company adopted the recognition provision of Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (SFAS 158). The Company recognizes the overfunded or underfunded status of the Company’s defined benefit pension plan. Under SFAS 158, actuarial gains and losses, prior service costs or credits, and any remaining transition assets or obligations that have not been recognized under previous accounting standards must be recognized in Accumulated Other Comprehensive Loss, net of tax effects, until they are amortized as a component of net periodic benefit cost. In addition, effective for fiscal years ending after December 15, 2008, the measurement date of plan assets and the benefit obligation, is required to be the Company’s fiscal year end. Presently, the Company uses a September 30 measurement date for its defined benefit pension plan. The adoption of SFAS No. 158 did not have a material effect on the 2006 consolidated financial statements since all future benefit accruals under the Company’s defined benefit plan were frozen as of April 1, 1993.
Accounting Standards Not Yet Adopted: In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” which defines fair value, establishes a framework for measuring fair value and expands the related disclosure requirements. SFAS No. 157 is effective for financial statements issued in fiscal years beginning after November 15, 2007, but the FASB has partially delayed the effective date for one year for certain fair value measurements when those measurements are used for financial statement items that are not measured at fair value on a recurring basis. The impact to the Company of SFAS No. 157 is currently being evaluated and has not yet been determined.
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option

22


 

for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115” which is effective for fiscal years beginning after November 15, 2007. This statement permits an entity to choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. We are currently evaluating the potential impact of this statement.
In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (SFAS 141(R)), which replaces SFAS No. 141, “Business Combinations.” SFAS 141(R) retains the underlying concepts of SFAS 141 in that all business combinations are still required to be accounted for at fair value under the acquisition method of accounting but SFAS 141(R) changed the method of applying the acquisition method in a number of significant aspects. Acquisition costs will generally be expensed as incurred; noncontrolling interests will be valued at fair value at the acquisition date; in-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date; restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. SFAS 141(R) is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008, with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies. SFAS 141(R) amends SFAS 109 such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to the effective date of SFAS 141(R) would also apply the provisions of SFAS 141(R). Early adoption is not permitted.
In December 2007, the FASB issued Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.” This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008, with earlier adoption prohibited. This statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. It also amends certain of ARB No. 51’s consolidation procedures for consistency with the requirements of SFAS 141(R). This statement also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. This new statement will not have a significant impact on the Company’s financial statements.
In December 2007, the Emerging Issues Task Force (EITF) issued Issue No. 07-1, “Accounting for Collaborative Arrangements.” This Issue is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years, and shall be applied retrospectively to all prior periods presented for all collaborative arrangements existing as of the effective date. This Issue requires that transactions with third parties (i.e., revenue generated and costs incurred by the partners) should be reported in the appropriate line item in each company’s financial statement pursuant to the guidance in EITF Issue No. 99-19, “Reporting Revenue Gross as a Principal versus Net as an Agent.” This Issue also includes enhanced disclosure requirements regarding the nature and purpose of the arrangement, rights and obligations under the arrangement, accounting policy, amount and income statement classification of collaboration transactions between the parties. We are currently evaluating this new Issue and anticipate that the Issue will not have a significant impact on the consolidated financial statements.
Reclassification: Certain prior year amounts have been reclassified to conform to the current year classification.
NOTE B — FINANCIAL INSTRUMENTS
Concentrations of Credit Risk
The Company’s financial instruments that are subject to concentrations of credit risk consist of cash and accounts receivable.
The Company places its cash deposits with a high credit quality financial institution. Bank deposits may at times be in excess of the federal depository insurance limit.
Sales to United Technologies Corporation for 2007 and 2006 amounted to 46% and 34%, respectively, of the Company’s sales. Sales to a consumer products company for 2006 amounted to 13% of the Company’s sales. The Company’s international sales for 2007 and 2006, amounted to 8%, and 7%, respectively, of the Company’s

23


 

sales. At December 29, 2007, the Company had $2,828,000 of its accounts receivable or 38% due from United Technologies Corporation. The Company reviews a customer’s credit history before extending credit and typically does not require collateral. The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. Such losses have been within management’s expectations.
Fair Value of Financial Instruments
SFAS No. 107, “Fair Value of Financial Instruments”, requires disclosure of the fair value of financial instruments for which the determination of fair value is practicable. SFAS No. 107 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties.
The carrying amount of the Company’s financial instruments approximates their fair value as outlined below.
Cash, accounts receivable and accounts payable: The carrying amounts approximate their fair value because of the short maturity of those instruments.
Notes payable and long-term debt: The carrying amounts approximate their fair value as the interest rates on the debt approximates the Company’s current incremental borrowing rate.
The Company’s financial instruments are held for other than trading purposes.
NOTE C — COMMON STOCK AND STOCK OPTIONS
The following table presents share-based compensation expense for continuing operations and the effects on earnings per share included in the Company’s consolidated statements of operations:
                 
    Fiscal Year Ended     Fiscal Year Ended  
    December 29, 2007     December 30, 2006  
Selling, general and administrative:
               
Share-based compensation expense before tax
  $ 240,849     $ 40,515  
Income tax benefit
    86,946       16,368  
 
           
Net share-based compensation expense
  $ 153,903     $ 24,147  
 
           
The Company estimates the fair value of stock options using the Black-Scholes valuation model. Key input assumptions used to estimate the fair value of stock options include the expected option term, the expected volatility of the Company’s stock over the option’s expected term, the risk-free interest rate over the option’s expected term, and the Company’s expected annual dividend yield. The Company believes that the valuation technique and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair values of the Company’s stock options granted during the fiscal years ended December 29, 2007 and December 30, 2006. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive equity awards.
The fair value of each option grant was estimated on the grant date using the Black-Scholes option-pricing model with the following assumptions:
                 
    Fiscal Year Ended   Fiscal Year Ended
    December 29, 2007   December 30, 2006
Expected option term (1)
  3.5 years   6.0 years
Expected volatility factor (2)
    46.6 %     53.1 %
Risk-free interest rate (3)
    3.0 %     4.2 %
Expected annual dividend yield
    0 %     0 %

24


 

 
(1)   The option term was determined using the simplified method for estimating expected option life, which qualify as “plain-vanilla” options.
 
(2)   The stock volatility for each grant is measured using the weighted average of historical monthly price changes of the Company’s common stock over the most recent period equal to the expected option life of the grant, adjusted for activity which is not expected to occur in the future.
 
(3)   The risk-free interest rate for periods equal to the expected term of the share option is based on the U.S. Treasury yield curve in effect at the time of grant.
Stock Incentive Plans
The Company has issued stock options from the 1996 Stock Option Plan, the 1998 Employee Stock Option Plan, the 2000 Employee Stock Option Plan and the 2000-B Employee Stock Option Plan. The terms of the options and vesting requirements shall be for such period as the Compensation Committee designates. The option price is not less than the fair market value of the shares on the date of the grant.
As of December 29, 2007, 483,166 shares were reserved for future issuance for stock options including 236,500 shares for the 1996 Stock Option Plan, 183,400 shares for the 1998 Employee Stock Option Plan, 45,500 shares for the 2000 Employee Stock Option Plan, and 17,766 shares for the 2000-B Employee Stock Option Plan.
A summary of the status of the Company’s stock option plans as of December 29, 2007 and December 30, 2006, and changes during the years then ended is presented below:
                                 
    2007     2006  
            Weighted-             Weighted-  
            Average             Average  
            Exercise             Exercise  
    Shares     Price     Shares     Price  
 
                               
Outstanding at beginning of year
    526,200     $ 1.82       489,700     $ 1.62  
Granted
    188,500       9.28       59,500       2.99  
Exercised
    (109,866 )     2.84       (22,167 )     0.64  
Expired/Forfeited
                (833 )     1.10  
 
                           
Outstanding at end of year
    604,834       4.05       526,200       1.82  
 
                           
 
                               
Options exercisable at year-end
    395,001       2.28       421,700       1.52  
 
                           
Weighted-average fair value of options granted during the year
  $ 3.51             $ 1.50          
 
                           
     The following table summarizes information about stock options outstanding at December 29, 2007:
                                         
    Options Outstanding   Options Exercisable
            Weighted-            
    Number   Average   Weighted-   Number   Weighted-
    Outstanding   Remaining   Average   Exercisable   Average
Exercise Price   At   Contractual   Exercise   At   Exercise
Range   12/29/07   Life (in years)   Price   12/29/07   Price
$0.51 to $1.00
    191,000       4.28     $ 0.67       191,000     $ 0.67  
$1.01 to $2.00
    100,834       3.77       1.34       100,834       1.34  
$2.01 to $5.50
    124,500       7.57       3.89       58,167       3.79  
$5.51 to $9.28
    188,500       4.92       9.28       45,000       9.28  
 
                                       
$0.51 to $9.28
    604,834       5.12       4.05       395,001       2.28  
 
                                       

25


 

The aggregate intrinsic value of outstanding options as of December 29, 2007 was $3,964,231. The intrinsic value of options exercised during the fiscal year ended December 29, 2007 was $511,574. The intrinsic value of options vested during the fiscal year ended December 29, 2007 was $352,900.
The following table summarizes the status of the Company’s non-vested shares since December 31, 2005:
                 
    Non-Vested Options  
            Weighted  
    Number of     Average  
    Shares     Fair Value  
 
               
Non-vested at December 31, 2005
    58,335     $ 1.36  
Granted
    59,500       2.99  
Vested
    (12,502 )     2.24  
Forfeited
    (833 )     1.10  
 
           
Non-vested at December 30, 2006
    104,500       3.18  
Granted
    188,500       3.51  
Vested
    (83,167 )     2.42  
 
           
Non-vested at December 29, 2007
    209,833     $ 2.88  
 
           
As of December 29, 2007, there was $569,836 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Company’s stock plans. That cost is expected to be recognized over a weighted-average period of 2.5 years.
Cash received from option exercises under all share based payment arrangements for the fiscal years ended December 29, 2007 and December 30, 2006 was $275,357 and $14,238, respectively. The actual tax benefit realized for the tax deductions from option exercises of the share-based payment arrangements was $199,258 and $23,465 for the fiscal years ended December 29, 2007 and December 30, 2006, respectively.
NOTE D — NOTES PAYABLE AND LONG-TERM DEBT
Notes payable and long-term debt consists of the following:
                 
    Dec. 29, 2007     Dec. 30, 2006  
 
               
Revolving line of credit
  $     $ 1,000,000  
 
               
Term notes
    5,834,479       5,970,644  
 
               
Mortgage loans
    3,138,313       3,257,660  
 
               
Equipment notes payable
    2,999       9,806  
 
               
Capital lease obligations
    514,682       739,046  
 
           
 
    9,490,473       10,977,156  
Less — revolving line of credit
          1,000,000  
Less — current portion of long-term debt
    2,285,704       1,895,436  
 
           
 
  $ 7,204,769     $ 8,081,720  
 
           
The Company’s credit facility with TD Banknorth, N.A. 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

26


 

borrowings up to $4,700,000. The revolving line of credit is limited to an amount determined by a formula based on percentages of receivables and inventory and bears interest at a variable rate equal to the highest Prime Rate as published in the Wall Street Journal, adjusted daily (7.25% at December 29, 2007). The revolving line of credit is payable on demand and is reviewed annually as of July 31 with renewal at the bank’s discretion. The term loan is payable in 60 monthly payments of $97,560 including interest at 6.3% and has a balance of $2,190,704 as of December 29, 2007. The equipment line of credit provides advances to purchase eligible equipment and bears interest at a variable rate equal to the highest Prime Rate as published in the Wall Street Journal, adjusted daily. Amounts advanced on the equipment line of credit will convert to a term note on July 31, 2008, unless converted earlier at the option of the Company, 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%. The credit facility gives TD Banknorth N.A. a first security interest in accounts receivable, inventory, equipment and other assets and requires approval from TD Banknorth N.A. prior to paying cash dividends. As of December 29, 2007, there was $5,000,000 and $4,700,000 available for borrowing on the revolving line of credit and on the equipment line of credit, respectively, and the Company was in compliance with its debt covenants.
The Company has five term notes with TD Banknorth N.A. that were used to finance the purchase of machinery and equipment with interest rates ranging between 6.9% and 7.47% and maturity dates ranging between December 2010 and July 2012. As of December 29, 2007, the outstanding balance of the five notes totaled $3,643,775.
The Company has two mortgages secured by the Company’s real estate. One is due in monthly installments of $16,423 including interest at 7.5% through February 2021. The payment will be adjusted by the bank on March 1, 2011 and every 5 years thereafter to reflect interest at the Five Year Federal Home Loan Bank “Classic Credit Rate” plus 2.75%. The second is due in 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 on April 1, 2009, to reflect interest at the Five Year FHLBB Amortizing Advance Rate plus 2.75%.
The following table sets forth leased property under capital leases.
                 
Class of Property   2007     2006  
Machinery & equipment
  $ 1,132,512     $ 1,132,512  
Less: accumulated amortization
    331,993       218,741  
 
           
 
  $ 800,519     $ 913,771  
 
           
Amortization expense related to leased property under capital leases is included in depreciation expense disclosed in Note A.
Aggregate annual maturities of long-term debt for the five year period subsequent to December 29, 2007, are as follows: 2008—$2,285,704; 2009—$2,377,007; 2010—$1,233,734; 2011—$821,124; 2012—$378,658; 2013 and thereafter—$2,394,246.
NOTE E — PENSION PLANS
The Company maintains a noncontributory defined benefit pension plan covering substantially all employees that met certain minimum age and service requirements prior to April 1, 1993. The benefits are generally based on years of service and compensation during the last five years of employment prior to April 1, 1993. The Company’s policy is to contribute annually the amount necessary to satisfy the requirements of the Employee Retirement Income Security Act of 1974. In March 1993, the Board of Directors approved a curtailment to the plan which resulted in the freezing of all future benefits under the plan as of April 1, 1993.
The Company uses September 30 as the measurement date for its pension plan assets and benefit obligation.

27


 

The following tables sets forth the changes in benefit obligations and plan assets, and reconciles amounts recognized in the Company’s consolidated balance sheets (in thousands):
                 
    2007     2006  
Change in Benefit Obligation:
               
Benefit obligation at beginning of year
  $ 5,876     $ 6,272  
Interest cost
    351       340  
Actuarial loss (gain)
    (143 )     (328 )
Benefits paid
    (428 )     (408 )
 
           
Benefit obligation at end of year
  $ 5,656     $ 5,876  
 
           
 
               
Change in Plan Assets:
               
Fair value of plan assets at beginning of year
  $ 5,426     $ 5,039  
Actual return on plan assets
    842       515  
Employer contribution
    279       297  
Expenses
    (34 )     (17 )
Benefits paid
    (428 )     (408 )
 
           
Fair value of plan assets at end of year
  $ 6,085     $ 5,426  
 
           
 
               
Funded (unfunded) status
  $ 429     $ (450 )
 
           
Amounts recognized in the consolidated balance sheets consist of:
               
Prepaid pension
  $ 429     $  
Employee compensation and amounts withheld
          (316 )
Other long-term liabilities
          (134 )
 
           
Total
  $ 429     $ (450 )
 
           
 
               
Amounts recognized in accumulated other comprehensive income consist of:
               
Net loss
  $ (812 )   $ (1,445 )
Income tax (provision) benefit
    (285 )     (38 )
 
           
Total
  $ (1,097 )   $ (1,483 )
 
           
 
               
Information for pension plans with an accumulated benefit obligation in excess of plan assets:
               
Projected benefit obligation
  $ 5,656     $ 5,876  
Accumulated benefit obligation
    5,656       5,876  
Fair value of plan assets
    6,084       5,426  
 
               
Components of Net Periodic Benefit Cost:
               
Interest cost
  $ 351     $ 340  
Expected return on plan assets
    (358 )     (325 )
Amortization of net loss
    40       113  
 
           
Net periodic benefit cost
  $ 33     $ 128  
 
           
 
               
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income:
               
Prior year net loss
  $ (1,445 )   $ (2,059 )
Current year net loss
    812       1,445  
 
           
Total recognized in other comprehensive income
  $ (633 )   $ (614 )
 
           
Total recognized in net periodic benefit cost and other comprehensive income
  $ (600 )   $ (486 )
 
           

28


 

The adoption of SFAS No. 158 did not result in a transition adjustment since all future benefit accruals under the Company’s defined benefit plan were frozen as of April 1, 1993.
The estimated amount of net loss that will be amortized from accumulated other comprehensive loss into net periodic benefit cost in 2008 is $8,000.
                 
    2007     2006  
Assumptions:
               
Weighted-average assumptions used to determine benefit obligation as of year-end:
               
Discount rate
    6.25 %     6.00 %
Rate of compensation increase
    n/a       n/a  
 
               
Weighted-average assumptions used to determine net benefit cost:
               
Discount rate
    6.00 %     5.75 %
Rate of compensation increase
    n/a       n/a  
Expected return on plan assets
    7.00 %     7.00 %
The expected long-term rate of return on assets assumption is 7%. As defined in FAS 87, this assumption represents the rate of return on plan assets reflecting the average rate of earnings expected on the funds invested or to be invested to provide for the benefits included in the benefit obligation. The assumption has been determined by reflecting expectations regarding future rates of return for the investment portfolio, with consideration given to the distribution of investments by asset class and historic rates of return for each individual asset class.
Asset management objectives include maintaining an adequate level of diversification to reduce interest rate and market risk while also providing adequate liquidity to meet benefit payment requirements.
Plan Assets
                 
    Target    
    Allocation    
Asset Category   2008   2007
Equity securities
    80 %     74 %
Debt securities
    16 %     19 %
Real estate equity fund
    3 %     2 %
Cash
    1 %     5 %
 
               
Total
    100 %     100 %
 
               
Cash Flows
Contributions
The Company expects to contribute $50,000 to its pension plan during 2008.
Estimated Future Benefit Payments
The following benefit payments are expected to be paid (in thousands):
         
2008
  $ 405  
2009
    408  
2010
    408  
2011
    428  
2012
    427  
Years 2013 —2017
    2,121  

29


 

The Company maintains a defined contribution plan known as the EDAC Technologies Corporation 401(k) Retirement Plan. All employees who have completed at least three consecutive months of service and are age eighteen or older are eligible to participate. For 2007 and 2006, the Company did not provide matching contributions.
NOTE F — INCOME TAXES
The provision for income taxes is as follows (in thousands):
                 
    2007     2006  
 
               
Current provision
  $ 1,223     $ 424  
Deferred
    729       336  
 
           
 
               
Total provision for income taxes
  $ 1,952     $ 760  
 
           
The following table reconciles the expected federal tax provision applied to pre-tax income based on the federal statutory tax rate of 34% to the actual tax provision (in thousands):
                 
    2007     2006  
 
               
Income before income taxes
  $ 5,401     $ 2,315  
 
           
 
               
Income tax provision at Federal statutory rate
  $ 1,836     $ 787  
 
               
State income taxes, net of Federal benefit
    177       (16 )
 
               
Other
    34       5  
 
               
Section 199 deduction
    (95 )     (16 )
 
           
 
               
Total income tax provision
  $ 1,952     $ 760  
 
           
The tax effect of temporary differences giving rise to the Company’s deferred tax assets and liabilities are as follows (in thousands):
                 
    2007     2006  
Deferred tax assets:
               
Allowance for uncollectible accounts receivable
  $ 72     $ 43  
Employee compensation and amounts withheld
    202       166  
Accrued expenses
    161       57  
Unicap and inventory reserves
    306       313  
Alternative minimum tax credit carryforwards
    66       652  
State tax credits
    124       232  
Pension liability (in equity)
    316       563  
Goodwill
    1,627       1,920  
 
           
 
    2,874       3,946  
 
           
 
               
Deferred tax liabilities:
               
Property, plant and equipment
    1,925       2,118  
Pension
    465       368  
 
           
 
    2,390       2,486  
 
           
Net deferred tax asset
  $ 484     $ 1,460  
 
           

30


 

                 
Reflected in consolidated balance sheets as:
               
Net current deferred tax asset
  $ 933     $ 211  
Net long-term deferred tax asset
          1,249  
Net long-term deferred tax liability
    449        
 
           
 
  $ 484     $ 1,460  
 
           
The change in the net deferred tax asset is reflected in the accompanying consolidated financial statements as:
                 
Deferred provision for income taxes
  $ 729     $ 336  
Deferred provision on pension liability
    247       415  
 
           
 
  $ 976     $ 751  
 
           
The Company will only recognize a deferred tax asset when, based upon available evidence, realization is more likely than not.
As disclosed in Note A, the Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48) on January 1, 2007. There was no cumulative effect of the change in accounting principle on adoption of FIN 48 as the Company had no uncertain tax positions before and after implementation.
The federal statute of limitations has expired on all pre-1992 years. Subsequent years federal returns are subject to adjustment due to alternative minimum tax credit carryforwards that originated in 1992. The Internal Revenue Service is currently examining the Company’s 2003, 2004 and 2005 tax returns. The examination has recently commenced and no issues have been raised to date.
The statute of limitations for Connecticut income tax returns has expired for all years before 1999. Subsequent returns are subject to adjustment due to credit carryforwards that originated in 1999 and net operating losses that originated in 2000.
The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of the date of adoption of FIN 48, there was no accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the year.
Due to the Company’s payment of alternative minimum tax in current and prior years, the Company has federal alternative minimum tax credit carryforwards of approximately $66,000. These credits do not expire and will be carried forward until used to offset the Company’s regular tax liability. State tax credits of approximately $124,000 relate to credits for property taxes paid on electronic data processing equipment, training expenses and capital investments. The state credits have a short carry forward period and will be expiring over the next five years.
NOTE G — COMMITMENTS AND CONTINGENCIES
Lease expense under operating leases was $13,787 and $10,716, for 2007 and 2006, respectively. Minimum rental commitments as of December 29, 2007 for noncancelable operating leases with an initial or remaining term of one year or more are as follows: 2008—$9,866; 2009—$5,622; 2010—$3,900; 2011—$3,900; 2012—$2,275; 2013 and thereafter—$0.
NOTE H — SEGMENT INFORMATION
Operating segments are defined as components of an enterprise about which financial information is available that is evaluated regularly by the Company’s President in deciding how to allocate resources and in assessing performance. The Company has determined that it operates as one segment.

31


 

NOTE I — QUARTERLY DATA (Unaudited)
Following is selected quarterly data for 2007 and 2006. All quarterly information was obtained from unaudited consolidated financial statements not otherwise contained herein. The unaudited results for any quarter are not necessarily indicative of the results for any future period.
                                 
2007   1st quarter   2nd quarter   3rd quarter   4th quarter
Sales
  $ 12,315,638     $ 12,467,061     $ 12,525,403     $ 12,710,482  
Gross profit
    2,347,544       2,446,241       2,513,065       2,676,426  
Income from operations
    1,429,919       1,466,216       1,532,757       1,632,357  
Net income
    781,278       819,683       864,330       983,779  
 
Basic income per common share
  $ 0.17     $ 0.18     $ 0.19     $ 0.21  
Diluted income per common share
  $ 0.16     $ 0.17     $ 0.17     $ 0.20  
                                 
2006   1st quarter   2nd quarter   3rd quarter   4th quarter
Sales
  $ 9,595,579     $ 9,580,774     $ 8,178,356     $ 10,974,503  
Gross profit
    1,624,645       1,764,751       1,106,910       1,760,821  
Income from operations
    610,780       794,473       425,505       1,057,349  
Net income
    292,769       414,031       171,055       676,533  
 
Basic income per common share
  $ 0.06     $ 0.09     $ 0.04     $ 0.15  
Diluted income per common share
  $ 0.06     $ 0.09     $ 0.04     $ 0.14  

32


 

     
OFFICERS
 
   
Dominick A. Pagano
  President and Chief Executive Officer
Luciano M. Melluzzo
  Vice President and Chief Operating Officer
Glenn L. Purple
  Vice President-Finance, Chief Financial Officer and Secretary
 
   
BOARD OF DIRECTORS
 
   
Daniel C. Tracy
  Chairman
Dominick A. Pagano
  President and Chief Executive Officer
Joseph Lebel
  Private Investor
Stephen J. Raffay
  Retired Vice-Chairman, Emhart Corporation
Ross C. Towne
  Owner, Management Partners, Inc.
CORPORATE OFFICES
1806 New Britain Avenue
Farmington, CT 06032
GENERAL COUNSEL
Robinson & Cole LLP
280 Trumbull Street
Hartford, CT 06103-3597
     
INDEPENDENT AUDITORS
  TRANSFER AGENT
 
   
Carlin, Charron & Rosen, LLP
  American Stock Transfer & Trust Company
124 Hebron Avenue
  59 Maiden Lane
Glastonbury, CT 06033
  New York, NY 10038
ANNUAL MEETING
The 2008 annual meeting of shareholders will be held on the date and at the time and place indicated in the Notice of Annual Meeting and Proxy Statement accompanying this report.
10-K INFORMATION
A copy of EDAC’s 2007 Annual Report on Form 10-K filed with the Securities and Exchange Commission is available without charge by writing to: Glenn L. Purple, Secretary, EDAC Technologies Corporation, 1806 New Britain Avenue, Farmington, CT 06032.

EX-21 3 c25000exv21.htm SUBSIDIARIES exv21
 

Exhibit 21
Subsidiaries
Apex Machine Tool Company, Inc.
Gros-Ite Industries, Inc.

 

EX-23.1 4 c25000exv23w1.htm CONSENT OF CARLIN, CHARRON & ROSEN, LLP exv23w1
 

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements: 1991 Stock Option Plan (File #33-48505), 1996 Stock Option Plan (File #333-24857), Robert Whitty Stock Option Plan (File #333-18109), 1998 Stock Option Plan (File #333-81259), 2000 Employee Stock Option Plan (File #333-62026) and the 2000-B Employee Stock Option Plan (File #333-62028) on Form S-8 of our report dated March 14, 2008, relating to the consolidated financial statements of EDAC Technologies Corporation and subsidiaries as of and for the year ended December 29, 2007.

/s/ Carlin, Charron & Rosen LLP
Glastonbury, Connecticut
March 20, 2008

 

EX-31.1 5 c25000exv31w1.htm CERTIFICATION OF CEO PURSUANT TO RULE 13A-14(A) exv31w1
 

EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a)/Rule 15d-14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Dominick A. Pagano, President and Chief Executive Officer of EDAC Technologies Corporation, certify that:
1.   I have reviewed this annual report on Form 10-K of EDAC Technologies Corporation;
 
2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  (c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and
 
  (d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  (a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  (b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
     
Date: March 19, 2008  /s/ Dominick A. Pagano    
  Dominick A. Pagano   
  President and Chief Executive Officer   

 

EX-31.2 6 c25000exv31w2.htm CERTIFICATION OF CFO PURSUANT TO RULE 13A-14(A) exv31w2
 

         
EXHIBIT 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a)/Rule 15d-14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Glenn L. Purple, Chief Financial Officer of EDAC Technologies Corporation, certify that:
1.   I have reviewed this annual report on Form 10-K of EDAC Technologies Corporation;
 
2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  (c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and
 
  (d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  (a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  (b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
     
Date: March 19, 2008  /s/ Glenn L. Purple    
  Glenn L. Purple   
  Chief Financial Officer   

 

EX-32.1 7 c25000exv32w1.htm CERTIFICATION PURSUANT TO RULE 13A-14(B) exv32w1
 

         
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
      In connection with the Annual Report on Form 10-K of EDAC Technologies Corporation (the “Company”) for the fiscal year ended December 29, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that to his knowledge:
      (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
      (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
         
     
Dated: March 19, 2008  /s/ Dominick A. Pagano    
  Dominick A. Pagano   
  Chief Executive Officer   
 
     
Dated: March 19, 2008  /s/ Glenn L. Purple    
  Glenn L. Purple   
  Chief Financial Officer   
 
      A signed original of this written statement required by Section 906 has been provided to EDAC Technologies Corporation and will be retained by EDAC Technologies Corporation and furnished to the Securities and Exchange Commission or its staff upon request

 

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