<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
FORM 10-Q
(Mark One)
X Quarterly Report Pursuant to Section 13 or 15(d) of
----- the Securities Exchange Act of 1934
for the quarterly period ended June 30, 1997
or
----- Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
for the transition period from to
----- -----
Commission File No. 0-8836
NUCLEAR METALS, INC.
--------------------
(Exact name of Registrant as specified in its charter)
Massachusetts 04-2506761
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2229 Main Street,
Concord, Massachusetts 01742
(Address of Principal Executive Offices) (Zip Code)
(508) 369-5410
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal
year, if changed since last report)
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 twelve months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------- -------
As of August 1, 1997 there were issued and outstanding 4,782,594 shares of the
Registrant's Common Stock.
<PAGE>
NUCLEAR METALS, INC. AND SUBSIDIARIES
FORM 10-Q
for the quarterly period ended June 30, 1997
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Part I. Financial Information 2
Item 1. Financial Statements
Consolidated Balance Sheets:
June 30, 1997 and September 30, 1996 3
Consolidated Statements of Income:
Three Months Ended June 30, 1997 and June 30, 1996 4
Consolidated Statements of Income:
Nine Months Ended June 30, 1997 and June 30, 1996 5
Consolidated Statements of Cash Flow:
Nine Months Ended June 30, 1997 and June 30, 1996 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-11
Part II Other Information
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
</TABLE>
1
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Preparation of Financial Statements
The financial statements included herein have been prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange Commission
and are subject to year-end audit by independent public accountants. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. It is suggested
that the financial statements be read in conjunction with the financial
statements and notes included in the Company's most recent Annual Report on Form
10-K.
The information furnished reflects all adjustments which, in the opinion of
management, are necessary for a fair statement of results for the interim
periods. It should also be noted that results for the interim periods are not
necessarily indicative of the results expected for any other interim period and
the full year.
2
<PAGE>
NUCLEAR METALS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(UNAUDITED)
JUNE 30, SEPTEMBER 30,
1997 1996
------------- -------------
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents..................................................... $ 198,000 $ 1,051,000
Restricted Cash............................................................... 266,000 250,000
Accounts receivable, net of allowances for doubtful accounts
of $421,000 at June 30, 1997 and $821,000 September 30, 1996................. 4,447,000 4,931,000
Inventories................................................................... 12,225,000 12,025,000
Other current assets.......................................................... 496,000 376,000
------------- -------------
Total current assets..................................................... 17,632,000 18,633,000
------------- -------------
Property, Plant and Equipment................................................... 48,113,000 46,980,000
Less accumulated depreciation................................................. 32,961,000 31,834,000
------------- -------------
Net property, plant and equipment............................................. 15,152,000 15,146,000
------------- -------------
Other assets.................................................................... 1,221,000 1,339,000
------------- -------------
$ 34,005,000 $ 35,118,000
------------- -------------
------------- -------------
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt............................................. $ 2,178,000 $ 510,000
Accounts payable and accrued expenses......................................... 5,303,000 8,874,000
------------- -------------
Total current liabilities..................................................... 7,481,000 9,384,000
------------- -------------
Notes Payable to Shareholders'.................................................. 764,000 850,000
------------- -------------
Long Term Debt.................................................................. 475,000 644,000
------------- -------------
Stockholders' equity:
Common stock, par value $.10; authorized-15,000,000 shares; 4,775,928
issued and outstanding for June 30, 1997 and 4,781,928 issued and
outstanding for September 30,1996........................................... 478,000 478,000
Additional paid-in capital...................................................... 14,022,000 13,889,000
Warrants Issued................................................................. 130,000 130,000
Retained earnings............................................................... 10,655,000 9,743,000
------------- -------------
Total stockholders' equity............................................... 25,285,000 24,240,000
------------- -------------
$ 34,005,000 $ 35,118,000
------------- -------------
------------- -------------
</TABLE>
3
<PAGE>
NUCLEAR METALS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE PERIODS ENDED:
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------------
JUNE 30, JUNE 30,
1997 1996
------------ ------------
<S> <C> <C>
Net sales and contract revenues....................................................... $ 7,013,000 $ 6,434,000
------------ ------------
Cost and expenses
Cost of sales....................................................................... 4,970,000 4,330,000
Selling, general and administrative................................................. 1,315,000 1,312,000
Research and development............................................................ 329,000 269,000
------------ ------------
Total Cost and expenses............................................................. 6,614,000 5,911,000
------------ ------------
Operating profit...................................................................... 399,000 523,000
Other income (expense)................................................................ (13,000) (158,000)
Interest expense, net................................................................. (87,000) (121,000)
------------ ------------
Income (loss) before income taxes..................................................... 299,000 244,000
Benefit(Provision) for income taxes................................................... (6,000) 5,000
------------ ------------
Net Income............................................................................ $ 293,000 $ 249,000
------------ ------------
------------ ------------
Per Share Information
Net Income per common and common equivalent share..................................... $ 0.06 $ 0.05
------------ ------------
------------ ------------
Weighted average number of common and common equivalent shares outstanding............ 4,973,625 4,822,807
</TABLE>
4
<PAGE>
NUCLEAR METALS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE PERIODS ENDED:
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
----------------------------
JUNE 30, JUNE 30,
1997 1996
------------- -------------
<S> <C> <C>
Net sales and contract revenues.................................................... $ 19,627,000 $ 23,126,000
------------- -------------
Cost and expenses
Cost of sales.................................................................... 13,558,000 17,729,000
Selling, general and administrative.............................................. 3,903,000 3,760,000
Research and development......................................................... 1,027,000 629,000
------------- -------------
Total Cost and expenses.......................................................... 18,488,000 22,118,000
------------- -------------
Operating income (loss)............................................................ 1,139,000 1,008,000
Other income (expense)............................................................. (2,000) (88,000)
Interest expense, net.............................................................. (206,000) (333,000)
------------- -------------
Income (loss) before income taxes.................................................. 931,000 587,000
Benefit (Provision) for income taxes............................................... (20,000) 9,000
------------- -------------
Net Income......................................................................... $ 911,000 $ 596,000
------------- -------------
------------- -------------
Per Share Information
Net Income per common and common equivalent share.................................. $ 0.18 $ 0.12
------------- -------------
------------- -------------
Weighted average number of common and common equivalent shares outstanding......... 4,938,127 4,792,713
</TABLE>
5
<PAGE>
NUCLEAR METALS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE PERIODS ENDED:
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
------------------------
JUNE 30, JUNE 30,
1997 1996
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income........................................................................... $ 911,000 $ 596,000
Adjustments to reconcile net income to net cash provided (used) by operating
activities:
Depreciation and amortization...................................................... 1,127,000 1,101,000
Changes in assets and liabilities, net
(Increase) decrease in accounts receivable....................................... 483,000 (1,635,000)
(Increase) decrease in inventories............................................... (200,000) 1,803,000
(Increase) decrease in other current assets...................................... (120,000) (85,000)
Increase (decrease) in accounts payable and accrued expenses..................... (3,573,000) 1,112,000
Change in other long-term liabilities............................................ -- (204,000)
Gain on sale of building......................................................... -- (75,000)
Other Assets..................................................................... 118,000 54,000
----------- -----------
Net cash provided (used) by operating activities.............................. (1,254,000) 2,667,000
Cash flows from investing activities:
Capital expenditures, net............................................................ (1,150,000) (1,102,000)
(Purchase) Sale of Marketable Securities............................................. -- 170,000
Proceeds from sale of Property, Plant & Equipment.................................... 12,000 173,000
Other................................................................................ -- --
----------- -----------
Net cash provided (used) in investing activities.............................. (1,138,000) (759,000)
----------- -----------
Cash flows from financing activities:
Total payments of debt, gross........................................................ (2,988,000) (4,153,000)
Proceeds from bank debt.............................................................. 4,542,000 1,963,000
(Purchases) issuances of common stock................................................ -- 32,000
----------- -----------
Net cash provided (used) in financing activities.............................. 1,554,000 (2,158,000)
----------- -----------
Net increase (decrease) in cash and equivalents........................................ (838,000) (250,000)
Cash and equivalents at beginning of the period...................................... 1,301,000 1,076,000
----------- -----------
Cash and equivalents at end of the period............................................ $ 463,000 $ 826,000
----------- -----------
----------- -----------
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized................................................. $ 189,000 $ 349,000
Income taxes......................................................................... $ 20,000 $ --
</TABLE>
6
<PAGE>
Notes
1. The significant accounting policies followed by the Company in
preparing its consolidated financial statements are set forth in Note (2) to
such financial statements included in Form 10-K for the year ended September 30,
1996.
2. Inventories are stated at the lower of cost (first-in, first-out) or
market, and include labor, materials, and overheads for manufacturing and
engineering. Inventories at June 30, 1997 and September 30, 1996 consist of:
<TABLE>
<CAPTION>
June 30, September 30,
1996 1997
----------- -------------
<S> <C> <C>
Work-in process $ 9,059,000 $ 8,697,000
Raw materials 2,500,000 2,620,000
Spare parts 666,000 708,000
----------- -------------
$12,225,000 $12,025,000
----------- -------------
----------- -------------
</TABLE>
3. All references to shares of Common Stock have been restated to reflect
a two-for-one stock split in the form of a dividend effective April 7, 1997.
7
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Third Quarter Fiscal 1997 Compared With Third Quarter Fiscal 1996
Net sales increased by $579,000 or 9% to $ 7,013,000 in the third quarter
of fiscal 1997. Sales in the Uranium Services & Recycle industry segment
decreased by $611,000 or 30% reflecting completion of a production contract for
a foreign customer in fiscal 1996. Sales in the Specialty Metal Products
industry segment increased by $257,000 or 7%, primarily as a result of increased
production of commercial depleted uranium products. Sales in the Penetrator
industry segment increased by $933,000 or 124%, due to volume increases in
foreign military penetrator blanks.
Gross margin in the third quarter was $2,043,000, a decrease of $61,000
from the prior year's $2,104,000. As a percentage of sales, gross margin was
29% as compared to 33% for the third quarter of fiscal 1996 primarily due to
changes in product mix.
Selling, general and administrative expenses increased by $3,000 as
compared to the third quarter of fiscal 1996. As a percentage of sales, these
expenses decreased to 19% as compared to 20% for the same period a year earlier.
Other expense decreased by $145,000 to $13,000, compared to other expense
of $158,000 for the third quarter of fiscal 1996. The decrease in other expense
is primarily the result of $150,000 fees associated with amendments to the
Company's credit facility during third quarter fiscal 1996.
Interest expense decreased by $34,000 to $87,000, from $121,000 for the
same period a year earlier as a result of higher interest rates and fees
associated with outstanding debt during third quarter of fiscal 1996.
Income taxes provided for during the third quarter of fiscal 1997 and 1996
was at an effective rate of 2%, however the fiscal 1996 was offset by a benefit
of a tax refund of $12,000 during third quarter fiscal 1996. The Company has
significant unrecognized net operating loss carryforwards resulting in a minimal
effective tax rate.
8
<PAGE>
Nine Months Fiscal 1997 Compared With Nine Months Fiscal 1996
Net sales decreased by $3,499,000 or 15% to $19,627,000 in the first nine
months of fiscal 1997. Sales in the Uranium Services & Recycle industry segment
decreased by $2,784,000 or 90%, primarily due to decreased sales of depleted
uranium metal. Sales in the Specialty Metal Products industry segment decreased
by $804,000 or 8%, largely due to decreased production deliveries of beryllium
products. Sales in the Penetrator segment increased by $89,000 or 1%, primarily
resulting from volume increases in foreign military production.
Gross margin increased by $672,000 or 12% to $6,069,000. The higher gross
margin is a result of a reduction of reserve requirements for certain site
remediation costs of $670,000, reduction of inventory reserves of $650,000, and
recognition of $280,000 of previously deffered revenue during the second quarter
of fiscal 1997. This was partially offset by start-up costs on the first
production orders for Beralcast-Registered Trademark-, NMI's patented
lightweight material, during fiscal 1997. As a percentage of sales, gross
margin was 31% as compared to 23% for the first nine months of fiscal 1997.
Selling, general and administrative expenses increased by $143,000 or 4% as
compared to the first nine months of fiscal 1996. As a percentage of sales,
these expenses increased to 20%, as compared to 16% for the same period a year
earlier.
Other expense decreased by $86,000 to $2,000, compared to other expense of
$88,000 for the same period in fiscal 1996. This was primarily due to
restructuring fees associated with amendments to the credit facility during
fiscal 1996.
Interest expense decreased by $127,000 to $206,000, from $333,000 for the
same period a year earlier. This decrease was primarily a result of higher
interest rates and fees on outstanding debt during fiscal 1996.
Income taxes provided during the first nine months of fiscal 1997 and 1996
were at an effective rate of 2% resulting from unrecognized net operating loss
carryforwards offset by a benefit of tax refunds of $21,000 during fiscal 1996.
9
<PAGE>
Liquidity and Capital Resources
Working capital at the end of the first nine months of fiscal 1997 was
$10,151,000, an increase of $902,000 over working capital at September 30,
1996. Cash and investments at the end of this nine month period were
$463,000, a decrease of $838,000 from September 30, 1996. Net Cash used by
investing activities and operating activities were $1,254,000 and $1,138,000
respectively. This was partially offset by an increase in bank debt of
$1,554,000.
The Company expects that, given adequate funds, capital spending will
continue in support of facilities both in Concord, Massachusetts and at
Carolina Metals, Inc., the Company's Barnwell, South Carolina subsidiary.
The Company has spent $1,150,000 on capital expenditures this fiscal year and
anticipates it will spend approximately $1,400,000 in the aggregrate through
fiscal 1997 year end. Capital requirements for the remainder of the current
fiscal year are expected to be funded through a combination of existing cash
balances, line of credit availability, and cash from operations.
During the third quarter of fiscal 1997, the Company's commercial bank
committed to increase the Company's credit facility to $6.55 Million. This
increase will enable the Company to provide South Carolina's Department of
Health and Environmental Control (DHEC) financial assurance for potential
decommissioning costs for its Barnwell, South Carolina facility, allowing the
Company to complete its license renewal for the site during the fourth quarter.
The Company then will have satisfied regulatory requirements for both of its
geographic locations financial assurance of potential decommissioning costs.
Forward-Looking Statements
Statements contained herein that are not statements of historical fact
are "forward-looking statements." Forward-looking statements include, without
limitation, statements concerning capital expenditure expectations and
sources of liquidity and capital. Such forward looking statements are based
on a number of assumptions and involve a number of risks and uncertainties,
and accordingly, actual results could differ materially from those projected
in the forward-looking statements. Factors that may cause such differences
include, but are not limited to, those factors set forth in Exhibit 99 to the
Company's Form 10-Q for the quarter ended March 31, 1997, which is on file
with the Securities and Exchange Commission.
10
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits:
10 Securities Pledge Agreement dated July 3, 1997 between
Khosrow B. Semnani and Nuclear Metals, Inc.
27 Financial Data Schedule
b. No reports on Form 8-K were filed during the quarter for which this
report is filed.
11
<PAGE>
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.
Nuclear Metals, Inc.
By /s/ Robert E. Quinn
------------------------------------------------------
Robert E. Quinn, President
Chief Executive Officer
Date August 11, 1997
------------------------------------------------------
By /s/ James M. Spiezio
------------------------------------------------------
James M. Spiezio, Vice President, Finance
Chief Financial Officer
Date August 11, 1997
------------------------------------------------------
By /s/ Rebecca L. Perry
------------------------------------------------------
Rebecca L. Perry, Controller
Chief Accounting Officer
Date August 11, 1997
------------------------------------------------------
12
<PAGE>
SECURITIES PLEDGE AGREEMENT
This SECURITIES PLEDGE AGREEMENT ("Agreement") is made
as of July 3, 1997, by and between Khosrow B. Semnani, c/o
S.K. Hart, 1240 Eagle Gate Tower, 60 East South Temple
Street, Salt Lake City, Utah 84111 (the "Pledgor") and
Nuclear Metals, Inc., 2229 Main Street, Concord,
Massachusetts 01742 (the "Secured Party").
WITNESSETH:
WHEREAS, the Pledgor is the majority and controlling
stockholder of Zhagrus Environmental, Inc. of 46 West
Broadway, Suite 240, Salt Lake City, Utah 84101 ("Zhagrus");
and
WHEREAS, Zhagrus and the Secured Party are parties to
that certain Holding Basin Remediation and Waste Disposal
Agreement (USG Contract No. DAAK10-81-C-0320, Modification
P00010), dated as of May 8, 1997, by and between Zhagrus and
the Secured Party (as the same may be hereafter amended,
modified, substituted, extended or restated, from time to
time, the "Remediation Agreement");
WHEREAS, Section 19 of the Remediation Agreement
requires that Zhagrus procure and maintain in favor of the
Secured Party a certain performance bond (the "Bond");
WHEREAS, in lieu of Zhagrus' procuring and maintaining
in favor of the Secured Party such performance bond, the
Pledgor now desires to enter into this Agreement in order to
secure the full and timely performance of all of the
obligations and liabilities of Zhagrus to the Secured Party
under the Remediation Agreement;
NOW, THEREFORE, in consideration of the premises
contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
Section 1. Pledge of Securities
1.1 As security for the full, timely and faithful
performance by Zhagrus of all of the liabilities, duties,
warranties, covenants and agreements of Zhagrus
("Obligations") pursuant to the terms of the Remediation
Agreement, the Pledgor hereby pledges, assigns, grants a
security interest in all of the securities listed on Exhibit
A hereto, and, except as otherwise provided herein, all
proceeds and products derived therefrom, distributions made
therefrom, additions thereto or substitutions therefor, and
any and all certificates evidencing the same (altogether,
the "Securities"), all subject to the terms and conditions
hereinafter set forth.
1.2 The Securities, regardless of their form, shall be
held in the name of Prudential Securities Incorporated, as
securities intermediary, Account No. _______ in the name of
Pledgor (the "Account"), at all times to be subject to the
terms of that certain Pledged
<PAGE>
Collateral Account Agreement between the Pledgor and the
Secured Party dated of even date herewith ("Control
Agreement").
Section 2. Liquidation, Recapitalization, Etc.
2.1 Control; Maintenance of Security Interest; No
Withdrawals. Pledgor agrees that, at all times, the Secured
Party shall be in control (within the meaning of Sections
8-106 and 9-115(e) of the UCC) of, and hold a first
priority, perfected security interest in and pledge of, the
Securities. The Pledgor shall not withdraw, and shall not
cause any securities intermediary to withdraw or distribute,
any Securities (except for any interest or other earnings
and dividends as provided below) from the Account or pay any
free credit balance or other amount owing from any
securities intermediary to the Pledgor with respect to the
Account, without the prior written consent of the Secured
Party.
2.2 Interest and Dividends. Until the occurrence of
an Event of Default hereunder, all interest earned on the
Securities and any cash dividends paid in respect thereof
(but not any principal or proceeds of sale) shall be
received by or paid over to the Pledgor.
2.3 Voting. Until the occurrence of an Event of
Default hereunder, Pledgor shall be entitled to exercise any
and all voting or consensual rights and powers accruing to
an owner of the Securities.
Section 3. Warranty of Title; Authority. Pledgor
represents and warrants that:
(a) the Pledgor has good and marketable title to the
Securities, subject to no pledges, liens, security
interests, charges, options, restrictions or other
encumbrances except the pledge and security interest created
by this Agreement, (b) the Pledgor has full power, authority
and legal right to execute, deliver and perform his or her
obligations under this Agreement and to pledge and grant a
security interest in all of the Securities pursuant to this
Agreement, and the execution, delivery and performance
hereof and the pledge of and granting of a security interest
in the Securities hereunder do not contravene any law, rule
or regulation or any judgment, decree or order of any
tribunal or of any agreement or instrument to which the
Pledgor is a party or by which the Pledgor or the Pledgor's
property is bound or affected or constitute a default
thereunder, and (c) the information set forth in Exhibit A
hereto relating to the Securities is true, correct and
complete in all respects. The Pledgor covenants that the
Pledgor will defend the Secured Party's rights and security
interest in the Securities against the claims and demands of
all persons whomsoever.
Section 4. Default and Remedies.
4.1 The occurrence of any default by Zhagrus pursuant
to the Remediation Agreement shall be and constitute an
"Event of Default" under this Agreement.
4.2 If an Event of Default shall have occurred and be
continuing, the Secured Party shall thereafter have the
following rights and remedies (to the extent permitted by
-2-
<PAGE>
applicable law) in addition to the rights and remedies of a
secured party under the Uniform Commercial Code of
Massachusetts, all such rights and remedies being
cumulative, not exclusive, and enforceable alternatively,
successively or concurrently, at such time or times as the
Secured Party deems expedient:
4.2.1 the Secured Party may demand, sue for,
collect or make any compromise or settlement the
Secured Party deems suitable in respect of any
Obligation;
4.2.2 the Secured Party may sell, resell,
assign and deliver, or otherwise dispose of any or all
of the Securities, for cash or credit, or both, and
upon such terms at such place or places, at such time
or times and to such entities or other persons as the
Secured Party thinks expedient, all without demand for
performance by the Pledgor or any notice or
advertisement whatsoever except as expressly provided
herein or as may otherwise be required by law;
4.2.3 the Secured Party may cause all or any
part of the Securities held by the Pledgor to be
transferred into the Secured Party's name or the name
of the Secured Party's nominee or nominees; and
4.2.4 the Secured Party may set off against
the Obligations any and all sums held by the Secured
Party belonging to the Pledgor and any amounts due from
the Secured Party to the Pledgor.
4.3 In the event of any disposition of the Securities,
the Secured Party shall give to the Pledgor at least fifteen
business days' prior written notice of the time and place of
any public sale thereof or of the time after which any
private sale or any other intended disposition is to be
made. The Pledgor hereby acknowledges that fifteen business
days' prior written notice of such sale or sales shall be
reasonable notice. The Secured Party may enforce its rights
hereunder without any other notice and without compliance
with any other condition precedent now or hereunder imposed
by statute, rule of law or otherwise (all of which are
hereby expressly waived by the Pledgor, to the fullest
extent permitted by law). The Secured Party may buy any
part or all of the Securities at any public sale and if any
part or all of the Securities is of a type customarily sold
in a recognized market or is of the type which is the
subject of widely-distributed standard price quotations, the
Secured Party may buy at private sale and may make payments
thereof by any means. The Secured Party may apply the cash
proceeds actually received from any sale or other
disposition to the reasonable expenses of retaking, holding,
preparing for sale, selling and the like, to reasonable
attorneys' fees, travel and all other expenses which may be
incurred by the Secured Party in attempting to collect the
Obligations or to enforce this Agreement or in the
prosecution or defense of any action or proceeding related
to the subject matter of this Agreement, and then to the
Obligations in such order as the Secured Party may determine
after proper allowance for Obligations not then due. Only
after such applications, and after payment by the Secured
-3-
<PAGE>
Party of any amount required by Section 9-504(1)(c) of the
Uniform Commercial Code of The Commonwealth of
Massachusetts, need the Secured Party account to the Pledgor
for any surplus. To the extent that any of the Obligations
are to be paid or performed by a person other than the
Pledgor, the Pledgor waives and agrees not to assert any
rights or privileges which the Pledgor may have under
Section 9-112 of the Uniform Commercial Code of The
Commonwealth of Massachusetts.
Section 5. Marshalling. The Secured Party shall not
be required to marshal any present or future security for
(including but not limited to this Agreement and the
Securities), or other assurances of payment of, the
Obligations or any of them, or to resort to such security or
other assurances of payment in any particular order. All of
the Secured Party's rights hereunder and in respect of such
security and other assurances of payment shall be cumulative
and in addition to all other rights, however existing or
arising. To the extent that the Pledgor lawfully may, the
Pledgor hereby agrees that the Pledgor will not invoke any
law relating to the marshalling of collateral that might
cause delay in or impede the enforcement of the Secured
Party's rights under this Agreement or under any other
instrument evidencing any of the Obligations or under which
any of the Obligations is outstanding or by which any of the
Obligations is secured or payment thereof is otherwise
assured, and to the extent that the Pledgor lawfully may the
Pledgor hereby irrevocably waives the benefits of all such
laws.
Section 6. Pledgor's Obligations Not Affected. The
obligations of the Pledgor hereunder shall remain in full
force and effect without regard to, and shall not be
impaired by (a) any exercise or nonexercise, or any waiver,
by the Secured Party of any right, remedy, power or
privilege under or in respect of any of the Obligations or
any security thereof (including this Agreement); (b) any
amendment to or modification of the Obligations; (c) any
amendment to or modification of any instrument (other than
this Agreement) securing any of the Obligations; or (d) the
taking of additional security for, or any other assurances
of payment of, any of the Obligations or the release or
discharge or termination of any security or other assurances
of payment or performance for any of the Obligations;
whether or not the Pledgor shall have notice or knowledge of
any of the foregoing.
Section 7. Transfer, Etc., by Pledgor. Without the
prior written consent of the Secured Party, the Pledgor will
not sell, assign, transfer or otherwise dispose of, grant
any option with respect to, or pledge or grant any security
interest in or otherwise encumber or restrict any of the
Securities or any interest therein, except as provided for
in this Agreement.
Section 8. Further Assurances. The Pledgor will do
all such acts, and will furnish to the Secured Party all
such financing statements, certificates, legal opinions and
other documents and will obtain all such governmental
consents and corporate approvals and will do or cause to be
done all such other things as the Secured Party may
reasonably request from time to time in order to give full
effect to this Agreement and to secure the rights of the
Secured Party hereunder. If the Secured Party so elects, a
photocopy of this Agreement may at any time and from time to
time be filed by the Secured Party as a financing statement
in any recording office in any jurisdiction.
-4-
<PAGE>
Section 9. Secured Party's Exoneration. Under no
circumstances shall the Secured Party be deemed to assume
any responsibility for or obligation or duty with respect to
any part or all of the Securities of any nature or kind or
any matter or proceedings arising out of or relating
thereto, other than (a) to exercise reasonable care in the
physical custody of the Securities (if and to the extent
delivered to Secured Party) and (b) after an Event of
Default shall have occurred and be continuing to act in a
commercially reasonable manner. The Secured Party shall not
be required to take any action of any kind to collect,
preserve or protect the Pledgor or the Pledgor's rights in
the Securities or against other parties thereto.
Section 10. No Waiver, Etc. Neither this Agreement
nor any term hereof may be changed, waived, discharged or
terminated except by a written instrument expressly
referring to this Agreement and to the provisions so
modified or limited, and executed by the party to be
charged. No act, failure or delay by the Secured Party
shall constitute a waiver of the Secured Party's rights and
remedies hereunder or otherwise. No single or partial
waiver by the Secured Party of any default or right of
remedy that the Pledgor may have shall operate a waiver of
any other default, right or remedy on a future occasion.
The Pledgor hereby waives presentment, notice of dishonor
and protest of all instruments, included in or evidencing
any of the Obligations or the Securities, and any and all
other notices and demands whatsoever (except as expressly
provided herein).
Section 11. Notice, Etc. Notices under this
Agreement shall be in writing and shall be sufficient if
delivered personally or mailed by certified or registered
mail to the party to whom such notice is given, with a copy
to all other parties hereto, as follows:
If to the Pledgor:
Khosrow B. Semnani
c/o S.K. Hart
1240 Eagle Gate Tower
60 East South Temple Street
Salt Lake City, Utah 84111
If to the Secured Party:
Nuclear Metals, Inc.
2229 Main Street
Concord, MA 01742
Attn.: James M. Spiezio, Vice President-Finance
Section 12. Governing Law; Consent to Jurisdiction.
THIS AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED
INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS. THE PLEDGOR HEREBY CONSENTS TO THE
NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE
-5-
<PAGE>
COMMONWEALTH OF MASSACHUSETTS IN CONNECTION WITH ANY MATTER
ARISING UNDER THIS AGREEMENT.
Section 13. Miscellaneous. The headings of each
section of this Agreement are for convenience only and shall
not define or limit the provisions thereof. This Agreement
and all rights and obligations hereunder shall be binding
upon the Pledgor and the Pledgor's respective successors and
assigns, and shall inure to the benefit of the Secured Party
and the Secured Party's successors and assigns. If any term
of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity of all other terms hereof shall
be in no way affected thereby, and this Agreement shall be
construed and be enforceable as if such invalid, illegal or
unenforceable term had not been included herein. The
Pledgor acknowledges receipt of a copy of this Agreement.
Section 14. Termination of Pledge. Upon the
completion of the performance of the Obligations, Secured
Party shall promptly return or direct or cause to be
returned or released to Pledgor all of the Securities,
which, at that time, are subject to this Agreement, and
Secured Party shall execute and deliver all documents
necessary to evidence such return and delivery, including,
without limitation, termination of the Control Agreement.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed and delivered as of the date
first above written.
/s/ Khosrow B. Semnani
--------------------------------
Khosrow B. Semnani
NUCLEAR METALS, INC.
By: /s/ James M. Spiezio
-----------------------------
James M. Spiezio
Title: /s/ Vice President Finance
-6-
<PAGE>
[LETTERHEAD]
Prudential Account Number
Pledged Collateral Account Agreement
Note: This agreement is subject to the review and acceptance by Prudential
Securities Incorporated
To: Prudential Securities Incorporated Date: July 3, 1997
_______________
Gentlemen:
Simultaneously with the execution of this agreement, the undersigned
Khosrow B. Semnani (hereinafter "Assignor") and Nuclear Metals, Inc.
__________________ ____________________
(Name of Client) (Lender)
(hereinafter Assignee") entered into an agreement pursuant which a security
interest in certain rights and assets of the Assignor is granted by the
Assignor to the Assignee (the "Assignment"). As such, the Assignor hereby
instructs you to:
1) establish a cash security account, at your Utah office, which is to be
known as the "Khosrow B. Semnani Pledged Collateral Account for Nuclear
__________________ ________
(Name of Assignor) (Name of
Metals, Inc.", ("Cash Account"); and
____________
Assignee)
2) place the assets listed in Exhibit A attached hereto and made a part
hereof into the Cash Account. The Assignor and Assignee consent and
agree that the only instructions that shall be given to Prudential
Securities Incorporated ("PSI") in regard to or in connection with the
Cash Account shall be given by an Authorized Officer of Assignee
___________________
(Assignor or Assignee)
(as such term is hereafter defined), except as otherwise provided herein.
1
<PAGE>
[LETTERHEAD]
An Authorized Officer of Assignee may give instructions of any kind of
________
character in regard to the Cash Account, oral or written, except that:
1) no instructions to trade in the account shall be permitted [strike out
if not applicable] and
2) any instruction to PSI to deliver cash and/or securities, or proceeds
from the sale of, or distributions on, such securities out of the Cash
Account shall be made by a written instrument to such effect which shall
be executed by (a) an Authorized Officer of Assignee and an Authorized
Officer of Assignor or (b) an Authorized Officer of Assignee who shall
certify in writing that an "Event of Default" exists as of the date
thereof under the Assignment (it being understood and agreed that PSI
shall have no duty or obligation whatsoever of any kind to determine
whether or not an Event of Default exists) and provided further that
Assignee hereby agrees to indemnify and hold harmless PSI, its
affiliates, officers and employees from and against any and all claims,
causes of action, liabilities, lawsuits, demands and/or damages,
including, without limitation, any and all court costs and reasonable
attorney's fees, that may result by reason of PSI complying with such
instructions.
The Authorized Officer of Assignee who shall give oral instructions
________
hereunder shall confirm the same in writing to PSI within three (3) days
after such oral instructions are given. So long as this agreement remains in
effect, Assignee shall be entitled to receive duplicates of any and all
notices and statements of account that the Assignor of such a Cash Account is
entitled to receive.
2
<PAGE>
[LETTERHEAD]
For purposes of this agreement, the term "Authorized Officer of
Assignor" shall refer in the singular to either N/A (who is, on the date
___
hereof, President of the Assignor) or N/A (who is, on the date hereof, Vice
___
President of Assignor) and the term "Authorized Officer of Assignee" shall
refer in the singular to either Robert E. Quinn (who is, on the date hereof,
_______________
President of the Assignee) or James M. Spiezio (who is, on the date hereof,
________________
Vice President of the Assignee). If the Assignor or Assignee is a natural
person then such term shall mean the Assignor or Assignee respectively and,
if more than one natural person is the Assignor or Assignee, such natural
persons may act severally. In the event that either Assignor or Assignee
shall find it advisable to designate a replacement of either of its
Authorized Officers, written notice of any such replacement shall be given to
PSI provided, however, that such replacement shall be either the President or
then acting chief executive officer of Assignor or Assignee, as the case may
be, or such other officer of the respective parties hereto as PSI may
approve, which approval shall not be unreasonably withheld.
Notwithstanding anything to the contrary contained herein or in the
Assignment, this agreement shall not impose or create any obligations or
duties upon PSI greater than or in addition to the customary and usual
obligations and duties of PSI to Assignor except and to the extent that PSI
shall henceforth accept instructions in connection with the Cash Account as
provided in this Agreement.
3
<PAGE>
[LETTERHEAD]
Assignor hereby agrees to indemnify and hold harmless PSI, its
affiliates, officers and employees from and against any and all claims,
causes of actions, liabilities, lawsuits, demands and/or damages, including,
without limitation, any and all court costs and reasonable attorney's fees,
in any way related to or arising out of or in connection with the Assignment,
this agreement and/or Cash Account.
"the default of Assignor or his failure to perform his obligations
under or with regard to
This agreement shall be binding upon and inure to the benefit of the
successors and assigns of the respective parties hereto and shall be
construed in accordance with the laws of the State of New York without regard
to its conflict of law principles and the right and remedies of the parties
shall be determined in accordance with such laws.
Assignor and Assignee understand and acknowledge that this agreement in
and of itself does not create or perfect the Assignee's security interest in
the rights and assets of the Assignor.
Assignor and Assignee represent and warrant to PSI that the agreement
and arrangement are in compliance with applicable law, including, without
limitation, the federal securities credit regulations.
The Assignor acknowledges that this agreement supplements the Assignor's
existing agreement(s) with PSI and in no way is this agreement intended to
abridge any rights that PSI might otherwise have.
4
<PAGE>
[LETTERHEAD]
IN WITNESS WHEREOF, Assignor and Assignee have caused this agreement to
be executed by their duly authorized officers, all as of the day first above
written.
KHOSROW SEMNANI NUCLEAR METALS, INC.
By Khosrow Semnani By James M. Spiezio
------------------------------ -----------------------------
Title (Individual) Title VP Finance
---------------------------- ---------------------------
Assignor Assignee
Signature /s/ Khosrow Semnani Signature /s/ James M. Spiezio
------------------------ -----------------------
Date July 3, 97 Date 7/10/97
------------------------ ------------------------
(AFFIX CORPORATE/BANK SEAL)
ATTEST:
By
-------------------------------
Title
----------------------------
RECEIPT ACKNOWLEDGED
By: /s/ David Kistner Date 8/5/97
------------------------------ ----------------------------
Regional Director
By: /s/ Carlos Ricca Date 8/5/97
------------------------------ ----------------------------
Regional Counsel
By: /s/ David Allen Date
------------------------------ ----------------------------
Branch officer manager
5
<PAGE>
[LETTERHEAD]
EXHIBIT A
The Assignor has placed the following assets into the "Khosrow B. Semnanr
_____________________
Name of Assignor
Pledge Collateral Account for Nuclear Metals, Inc.", account number
____________________
Name of Assignee
___________________________ (account number to be assigned when the account
is established with Prudential Securities Incorporated).
QUANTITY DESCRIPTION
SEE ATTACHED EXHIBIT A
_________
__________ ________________________________________
__________ ________________________________________
__________ ________________________________________
__________ ________________________________________
__________ ________________________________________
__________ ________________________________________
__________ ________________________________________
__________ ________________________________________
__________ ________________________________________
__________ ________________________________________
__________ ________________________________________
__________ ________________________________________
__________ ________________________________________
__________ ________________________________________
__________ ________________________________________
6
<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------
KHOSROW B SEMNANI
SCHEDULE OF BONDS IN PRUDENTIAL BOND ACCOUNT 161004
AS OF JULY 3, 1997
<CAPTION>
COUPON
MATURITY RATING YLD VALUE TOTAL %
-------- ------ ------- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
2000
MASON CNTY PUD 7/1/00 A/A 6.40 21,039.00
SEATTLE WAS MUN LT & PWR 11/1/00 AA/AA 4.60 90,689.00
WILL CNTY ILLINOIS FOREST 12/1/00 AAA/AAA 5.50 77,765.00 189,493.00 3.14%
2001
ARKANSAS ST COLLEGE SAVING 6/1/01 AA3/AA ZERO 79,773.00
DADE CNTY FLORIDA SPL 7/1/01 AAA/AAA 4.60 101,456.00
MANSFIELD TEX GEN 2/15/01 AAA/AAA 7.25 92,821.00
PENN MANOR SCH DIST 6/1/01 AAA/AAA 4.70 105,882.00
UTAH ST BRD REGENTS STUDENT 11/1/01 AAA/AAA 5.95 104,255.00
COOK CNTY IL HIGH SCHOOL 12/1/01 AAA/AAA ZERO 89,250.00
INTERMTN PWR AGY UTAH 7/1/01 A1/A+ ZERO 119,831.00
WASHINGTON ST HEALTH CARE 11/15/01 AAA/AAA 4.60 250,460.00 943,828.00 15.66%
2002
KANSAS CITY MO MINI 3/1/02 AAA/AAA 6.70 104,832.00 104,832.00 1.74%
2003
CLARK CNTY NEV GENERAL OBL 11/1/03 AAA/AAA 5.60 102,147.00 102,147.00 1.69%
2004
PENNSYLVANIA ST INDL 1/1/04 AAA/AAA 5.40 103,830.00
ALASKA STUDENT LN CORP 7/1/04 AAA/AAA 5.76 103,662.00
CLARK CNTY NEV GENERAL 7/1/04 AAA/AAA 5.50 102,888.00
CHICAGO ILL PUBLIC BLOS COMM 12/1/04 AAA/AAA 5.25 103,095.00 413,343.00 6.86%
2005
MISSISSIPPI HOME CORP SINGLE 6/1/05 AAA/NR 6.85 73,414.00
HAWAII ST HBR CAP 7/1/05 AAA/AAA 5.90 106,016.00
WASHINGTON ST PUB PWR SUPPLY 7/1/05 AAA/AAA ZERO 116,299.00
PENNA ST HEFA 12/1/05 NEW 5.00 75,536.00 371,265.00 6.16%
2006
UTAH ST BRD REGENTS ST 11/1/06 AAA/AAA 6.55 159,726.00
JEFFERSON LA SALES TAX DIST 12/1/06 AAA/AAA 6.75 109,416.00 269,142.00 4.47%
2007
DE KALB CNTY GA HSG AUTH 1/1/07 AAA/AAA 6.60 104,831.00
TENNESSEE HOUSING DEVEL 1/1/07 AAA/AAA 6.60 142,861.00
ORANGE CNTY CALIFORNIA ARPT 6/16/07 VMIG2/NR 3.75 700,308.00
ORANGE CNTY CALIFORNIA ARPT 6/15/07 A2/NR 3.75 299,571.00 1,247,371.00 20.69%
2008
EVANS BRANT NY 12/15/08 NEW 4.95 249,630.00
MADISON CO ILL 11/1/08 NEW ZERO 154,699.00
ELLWOOD PA CSD 10/1/08 NEW 4.90 128,484.00 542,713.00 9.00%
2009
IDAHO HSG AND FINANCE 7/1/09 NEW 5.35 240,000.00
ORANGE TWP NJ 7/1/09 NEW 4.90 245,110.00
ST LUCIE CNTY FLORIDA UTIL 10/1/09 AAA/AAA 7.00 11,003.00 498,113.00 8.23%
2010
WEST VIRGINIA HSG DEV 11/1/10 AAA/AAA 5.35 280,000.00
WEST VIRGINIA HSG DEV 11/1/10 AAA/AAA 5.70 450,077.00
DADE CNTY FLA RES RECOVERY FAC 10/1/10 AAA/AAA 5.50 251,158.00 901,236.00 10.96%
- -------------------------------------------------------------------------------------------------
</TABLE>
Page 1
<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
2011
ALABAMA HOUSING FIN REV 10/1/11 AAA/NR 5.72 116,868.00 116,666.00 1.94%
2013
UT ST MCPL FIN COOP LOC 8/1/13 6AA1/NR 8.60 23,110.00 23,110.00 0.36%
2017
HOWELL MICHIGAN PUBLIC SCH 6/1/17 AAA/AAA ZERO 215,759.00 215,769.00 3.58%
NO MATURITY
FIRST TRUST INS MUNI SER 209 6.26 30,341.00 30,341.00 0.50%
------------
TOTAL 192.08 6,027,668.00 6,027,658.00 100%
FEDERATED MUNI OPP MF 2,103.00
------------
TOTAL ACCOUNT 6,029,661.00
- ---------------------------------------------------------------------------------------------------
</TABLE>
Page 2
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> JUN-30-1997
<CASH> 463,000
<SECURITIES> 0
<RECEIVABLES> 4,447,000
<ALLOWANCES> 421,000
<INVENTORY> 12,225,000
<CURRENT-ASSETS> 23,567,000
<PP&E> 48,113,000
<DEPRECIATION> 32,961,000
<TOTAL-ASSETS> 34,005,000
<CURRENT-LIABILITIES> 7,481,000
<BONDS> 0
0
0
<COMMON> 478,000
<OTHER-SE> 24,807,000
<TOTAL-LIABILITY-AND-EQUITY> 34,005,000
<SALES> 19,627,000
<TOTAL-REVENUES> 19,627,000
<CGS> 13,558,000
<TOTAL-COSTS> 18,488,000
<OTHER-EXPENSES> 2,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 206,000
<INCOME-PRETAX> 931,000
<INCOME-TAX> 20,000
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 911,000
<EPS-PRIMARY> .18
<EPS-DILUTED> .18
</TABLE>
