Introduction

Exhibit 99.2

Introduction

On June 1, 2012, , EDAC Technologies Corporation (“EDAC”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with EBTEC Corporation (“EBTEC”), pursuant to which EDAC acquired all of the outstanding stock of EBTEC for approximately $11 million (the “Acquisition”). The Acquisition closed simultaneously therewith.  Approximately 85% of the purchase price was paid in cash, funded by financing through TD Bank, N.A. (“TD Bank”).  The remaining 15% was funded through the issuance by EDAC of its common stock to two of the three shareholders of EBTEC.  The Purchase Agreement contains customary representations and warranties by EDAC and EBTEC, and customary covenants and agreements between the parties.

The unaudited pro forma financial statements include all material pro forma adjustments necessary for their preparation, as required by Article 11 of Regulation S-X and, accordingly, do not assume any benefits from cost savings or synergies of operations of the combined company.

The pro-forma adjustments are based upon available information and certain assumptions that management believes are reasonable.  The unaudited pro-forma consolidated statements do not purport to represent what the financial condition or results of operations would actually have been had these transactions in fact occurred as of the date indicated above or to project results of operations for these periods indicated or for any other period.  This unaudited pro-forma consolidated financial information should be read in conjunction with the consolidated financial statements included in the EDAC Form 10-K and appearing elsewhere in the Form 8-K/A.

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EDAC TECHNOLOGIES CORPORATION

UNAUDITED PRO-FORMA STATEMENT of INCOME

For the Three Months Ended  March 31, 2012

(in thousands except per share amounts)

		Historical												Consolidated
														Pro-Forma				Pro-Forma
		EDAC (unaudited)				EBTEC (unaudited)								Adjustments (unaudited)				Total (unaudited)
Sales		$	24,030			$	3,586			(1)				$	(1	)		$	27,615
Cost of Sales			19,673				2,642			(1), (11)					134				22,449
Gross Profit			4,357				944								(135	)			5,166
Selling, General, and Administrative Expenses			2,248				577			(2)					(31	)			2,794
Income from operations			2,109				367								(104	)			2,372
Non-operating Income (Expense):
Interest Expense			(208	)			(33	)		(3)					(65	)			(306	)
Income Before Income Taxes			1,901				334								(169	)			2,066
Provision for Income Taxes			646				139			(4)					(83	)			702
Net Income		$	1,255			$	195							$	(86	)		$	1,364
Comprehensive income		$	1,608			$	202							$	(86	)		$	1,724
Basic Income Per Common Share:		$	0.25							(5)								$	0.26
Diluted Income Per Common Share:		$	0.23							(5)								$	0.24

See notes to unaudited pro forma financial statements.

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EDAC TECHNOLOGIES CORPORATION

PRO-FORMA STATEMENT of INCOME

For the Fiscal Year Ended  December 31, 2011

(in thousands except per share amounts)

		Historical												Consolidated
		EDAC				EBTEC								Pro-Forma
		2011				2011								Adjustments				Pro Forma
Sales		$	86,633			$	12,585			(1)					-			$	99,218
Cost of Sales			72,256				8,862			(1), (11)					233				81,351
Gross Profit			14,377				3,723								(233	)			17,867
Selling, General and Administrative Expenses			7,983				2,393			(2)					(228	)			10,148
Income from Operations			6,394				1,330								(5	)			7,719
Non-Operating Income (Expense):
Interest Expense			(1,015	)			(166	)		(3)					(162	)			(1,343	)
Income before Provision For Income Taxes			5,379				1,164								(167	)			6,376
Provision for Income Taxes			1,829				398			(4)					(59	)			2,168
Net Income		$	3,550			$	766							$	(108	)		$	4,208
Comprehensive income		$	2,940			$	770							$	(108	)		$	3,602
Basic Income Per Common Share:		$	0.72							(5)								$	0.83
Diluted Income Per Common Share:		$	0.68							(5)								$	0.78

See notes to unaudited pro forma financial statements

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EDAC TECHNOLOGIES CORPORATION

Unaudited Pro-Forma Consolidated Balance Sheet

As of March 31, 2012

(in thousands)

		Historical												Consolidated
		EDAC (unaudited)				EBTEC (unaudited)								Adjustments (unaudited)				Pro-Forma (unaudited)
ASSETS
CURRENT ASSETS:
Cash		$	1,816			$	132											$	1,948
Accounts receivable (net of allowance for
for doubtful accounts)			19,823				1,857			(6)				$	(1	)			21,679
Inventories, net			22,873				922			(7)					96				23,891
Prepaid expenses and other current assets			428				134												562
Prepaid taxes			-				21												21
Deferred income taxes			1,951				129												2,080
Total current assets			46,891				3,195								95				50,181
PROPERTY, PLANT AND EQUIPMENT			27,034				4,838			(7)					1,334				33,206
OTHER ASSETS:
Goodwill and other intangibles			-				-			(7)					4,390				4,390
Other			102				7												109
			102				7								4,390				4,499
TOTAL ASSETS		$	74,027			$	8,040							$	5,819			$	87,886
LIABILITIES AND  EQUITY
CURRENT LIABILITIES:
Lines of credit		$	6,595			$	-			(8)				$	-			$	9,144
										(9)					2,549
Current portion of long-term debt			2,389				522				(8	)			(522	)			5,205
										(9)					2,816
Trade accounts payable			10,968				770			(6)					(31	)			11,707
Employee compensation and amounts
withheld			2,242				-												2,242
Accrued expenses			2,260				683												2,943
Customer advances			431				-												431
Total current liabilities			24,885				1,975								4,812				31,672
LONG-TERM LIABILITIES
Long-term debt, less current portion			11,569				1,360			(8)					(1,535	)			15,473
										(9)					4,079
Obligation under interest rate swap							175												175
Pension liabilities, less current portion			1,941				-												1,941
Deferred income taxes			5,162				1,253								(6	)			6,409
Total long-term liabilities			18,672				2,788								2,538				23,998
COMMITMENTS AND CONTINGENCIES			-				-												-
SHAREHOLDERS' EQUITY:
Common stock			13				100			(7)					(100	)			13
Additional paid-in capital			12,768				-			(10)					1,650				14,418
Retained earnings			20,435				3,286			(7)					(3,190	)			20,531
			33,216				3,386								(1,640	)			34,962
Less: accumulated other comprehensive loss			2,746				109			(7)					(109	)			2,746
Total shareholders' equity			30,470				3,277								(1,531	)			32,216
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY		$	74,027			$	8,040							$	5,819			$	87,886

See notes to unaudited pro forma financial statements.

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EDAC Technologies Corporation

Notes to Unaudited Pro-Forma Financial Statements

The following numbered notes are referenced on the Unaudited Pro-Forma Balance Sheets and Statements of Income.  These unaudited pro-forma statements reflect balances for EDAC and EBTEC as of and for the three months ended March 31, 2012 and for the fiscal year ended December 31, 2011. The unaudited pro-forma financial statements are based upon the EDAC historical financial statements that were filed with the SEC in the EDAC Form 10-K on March 8, 2012, the EDAC Form 10-Q on May 1, 2012, the EDAC Form 10-Q on April 28, 2011, and the historical financial statements included elsewhere in this Form 8-K/A for EBTEC, adjusted to give effect to the following items:

1.   Elimination of sales transactions between EDAC and EBTEC.
 

2.   Elimination of EBTEC’s former parent’s corporate charge and legal fees associated with the sale of EBTEC to EDAC.

3.   Elimination of EBTEC’s interest and recording of interest expense on the debt used to acquire EBTEC.

4.   Consideration for income taxes utilizing the tax rate that was applicable to EDAC for each period presented.

5.   Recording of the effect on EDAC’s EPS of 150,523 shares issued to partially pay the acquisition price for EBTEC.

6.   Elimination of intercompany balances between EDAC and EBTEC, and EBTEC and Aquasium (former parent).

7.   Recognition of adjustment to fair value of assets including inventory, property, plant and equipment, intangibles and the recording of the excess of the purchase price over net assets acquired recorded as goodwill and the elimination of EBTEC’s equity. The allocation of the purchase price is provisional.

8.   Elimination of EBTEC’s debt which was paid off by the seller at the closing.

9.   Recording of debt incurred by EDAC for the acquisition of EBTEC.

10. Recording of EDAC stock issued as part of the acquisition price for EBTEC to partially pay the acquisition price for EBTEC.

11. Depreciation on step up of assets to fair value and amortization of intangible assets valued at an estimated $300 with an estimated useful life of 15 years

The $11,095 purchase price of EBTEC has been recorded at the fair value of assets, liabilities and goodwill of EBTEC. Approximately $1,650 of the purchase price was funded through the issuance of 150,523 shares of the Company’s common stock. The balance of the purchase price, less $217 cash acquired, was paid in cash in the amount of $9,227. The allocation of the purchase price is provisional.

The unaudited pro-forma consolidated balance sheet as of March 31, 2012 gives effect to the transactions described above as if they occurred as of that date. The unaudited consolidated statements of income for the year ended December 31, 2011 and the three month period ended March 31, 2012 give effect to the transactions described above as if they occurred at the beginning of the respective periods.

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