<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
-
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTERLY PERIOD ENDED MARCH 31, 1997
COMMISSION FILE NUMBER 1-8137
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMERICAN PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 59-6490478
(State or other jurisdiction (IRS Employer
of incorporation or Identification No.)
organization)
3770 HOWARD HUGHES PARKWAY, SUITE 300
LAS VEGAS, NV 89109
(Address of principal executive offices) (Zip Code)
(702) 735-2200
(Registrant's telephone number, including area code)
NOT APPLICABLE
--------------
(Former name, former address and former fiscal year, if
changed since last report)
Indicate by check mark whether the registrant has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X No__
-
Applicable Only to Corporate Issuers
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: 8,098,537 AS OF APRIL 30,
1997.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements
-------------------------------------------
The information required by Rule 10-01 of Regulation S-X is provided on
pages 4 through 11 of this Report on Form 10-Q.
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations
-------------
The information required by Item 303 of Regulation S-K is provided on
pages 12 through 16 of this Report on Form 10-Q.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
-----------------
The information required by Item 103 of Regulation S-K is provided on
pages 8 through 9 of this Report on Form 10-Q.
ITEM 2. Changes in Securities
---------------------
None.
ITEM 3. Defaults Upon Senior Securities
-------------------------------
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The following Class C Directors were elected on March 11, 1997 at
the Registrant's 1997 Annual Stockholders' Meeting:
<TABLE>
<CAPTION>
NAME VOTES FOR VOTES WITHELD
-------------------- --------- -------------
<S> <C> <C>
Fred D. Gibson, Jr. 6,831,258 805,945
Victor M. Rosenzweig 7,570,174 67,029
Berlyn D. Miller 7,570,176 67,027
Dean M. Willard 7,569,646 67,557
</TABLE>
ITEM 5. Other Information
-----------------
None.
ITEM 6. Exhibits and Reports on Form 8 -K
---------------------------------
a) The following Exhibit is filed in connection with the Registrant's
electronic filing:
27. Financial Statement Schedules.
b) None.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN PACIFIC CORPORATION
Date: May 13, 1997 /s/ C. Keith Rooker
-----------------------
C. Keith Rooker
Executive Vice President
Secretary/General Counsel
Date: May 13, 1997 /s/ David N. Keys
---------------------
David N. Keys
Vice President,
Chief Financial Officer
and Treasurer; Principal
Financial and Accounting
Officer
3
<PAGE>
AMERICAN PACIFIC CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
FOR THE THREE-MONTHS FOR THE SIX-MONTHS
ENDED MARCH 31, ENDED MARCH 31,
1997 1996 1997 1996
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales and Operating Revenues $ 9,382,000 $10,980,000 $17,778,000 $20,756,000
Cost of Sales 8,025,000 8,150,000 15,108,000 16,053,000
--------------------------------------------------------------
Gross Profit 1,357,000 2,830,000 2,670,000 4,703,000
Operating Expenses 2,269,000 2,556,000 4,632,000 4,906,000
Equity in Earnings of Real Estate Venture
100,000 100,000
--------------------------------------------------------------
Operating Income (Loss) (812,000) 274,000 (1,862,000) (203,000)
Net Interest and Other
Expense 293,000 443,000 533,000 858,000
--------------------------------------------------------------
Loss Before Credit for
Income Taxes (1,105,000) (169,000) (2,395,000) (1,061,000)
Credit for Income Taxes (376,000) (57,000) (816,000) (361,000)
--------------------------------------------------------------
Net Loss $ (729,000) $ (112,000) $(1,579,000) $ (700,000)
--------------------------------------------------------------
Net Loss Per Common Share $ (.09) $ (.01) $ (.19) $ (.09)
--------------------------------------------------------------
Weighted Average Common and Common Equivalent
Shares Outstanding
8,098,000 8,106,000 8,098,000 8,105,000
--------------------------------------------------------------
</TABLE>
See the accompanying Notes to Condensed Consolidated Financial Statements.
4
<PAGE>
AMERICAN PACIFIC CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------
MARCH 31, SEPTEMBER 30,
1997 1996
- ---------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents $ 16,769,000 $ 18,501,000
Short-term Investments 2,000,000
Accounts and Notes Receivable 4,077,000 4,165,000
Related Party Notes Receivable 685,000 737,000
Inventories 13,079,000 11,297,000
Prepaid Expenses and Other Assets 1,020,000 946,000
--------------------------------
TOTAL CURRENT ASSETS 35,630,000 37,646,000
Property, Plant and Equipment, Net 75,131,000 77,217,000
Development Property 8,486,000 8,631,000
Real Estate Equity Investments 19,326,000 18,698,000
Other Assets 2,748,000 2,858,000
Restricted Cash 1,230,000 4,969,000
--------------------------------
TOTAL ASSETS $142,551,000 $150,019,000
--------------------------------
</TABLE>
See the accompanying Notes to Condensed Consolidated Financial Statements.
5
<PAGE>
AMERICAN PACIFIC CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
MARCH 31, SEPTEMBER 30,
1997 1996
- ----------------------------------------------------------------------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable and Accrued Liabilities $ 6,358,000 $ 5,407,000
Current Portion of Long-Term Debt 6,166,000 7,334,000
---------------------------------
TOTAL CURRENT LIABILITIES 12,524,000 12,741,000
Long-Term Debt 24,681,000 29,452,000
Deferred Income Taxes 9,286,000 10,101,000
---------------------------------
TOTAL LIABILITIES 46,491,000 52,294,000
---------------------------------
Commitments and Contingencies
Warrants to Purchase Common Stock 3,569,000 3,569,000
SHAREHOLDERS' EQUITY:
Common Stock 825,000 823,000
Capital in Excess of Par Value 78,399,000 78,331,000
Retained Earnings 14,399,000 15,978,000
Treasury Stock (1,035,000) (879,000)
Receivable from the Sale of Stock (97,000) (97,000)
TOTAL SHAREHOLDERS' EQUITY ---------------------------------
92,491,000 94,156,000
---------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' ---------------------------------
EQUITY $142,551,000 $150,019,000
---------------------------------
</TABLE>
See the accompanying Notes to Condensed Consolidated Financial Statements.
6
<PAGE>
AMERICAN PACIFIC CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
FOR THE THREE-MONTHS FOR THE SIX-MONTHS
ENDED MARCH 31, ENDED MARCH 31,
1997 1996 1997 1996
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Cash Provided by
Operating Activities $ 7,151,000 $10,073,000 $ 6,297,000 $ 5,015,000
---------------------------------------------------------------
Cash Flows Used for
Investing Activities:
Capital Expenditures,
Development Property Additions
and Real Estate Equity
Investments
(591,000) (3,228,000) (1,775,000) (4,622,000)
Net Cash Used For ---------------------------------------------------------------
Investing Activities (591,000) (3,228,000) (1,775,000) (4,622,000)
---------------------------------------------------------------
Cash Flows From
Financing Activities:
Principal Payments on Debt (6,168,000) (5,000,000) (6,168,000) (5,000,000)
Issuance of Common Stock 70,000 39,000
Treasury Stock Acquired (156,000) (29,000)
Net Cash Used For Financing Activities
---------------------------------------------------------------
(6,168,000) (5,000,000) (6,254,000) (4,990,000)
---------------------------------------------------------------
Net Increase (Decrease) in Cash
and Cash Equivalents 392,000 1,845,000 (1,732,000) (4,597,000)
Cash and Cash Equivalents,
Beginning of Period 16,377,000 18,098,000 18,501,000 24,540,000
---------------------------------------------------------------
Cash and Cash Equivalents, End of Period $16,769,000 $19,943,000 $16,769,000 $19,943,000
---------------------------------------------------------------
Supplemental Disclosure of Cash
Flow Information:
Interest Paid (net of amounts capitalized) $ 851,000 $ 1,230,000 $ 851,000 $ 1,230,000
---------------------------------------------------------------
</TABLE>
See the accompanying Notes to Condensed Consolidated Financial Statements.
7
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
1. BASIS OF REPORTING
The accompanying Condensed Consolidated Financial Statements are unaudited
and do not include certain information and disclosures included in the
Annual Report on Form 10-K of American Pacific Corporation (the "Company").
The Condensed Consolidated Balance Sheet as of September 30, 1996 was
derived from the Consolidated Financial Statements included in the Company's
Annual Report on Form 10-K for the year ended September 30, 1996. The
Condensed Consolidated Financial Statements for the three-month and six-
month periods ended March 31, 1997 and 1996 are unaudited. Such statements
should therefore be read in conjunction with the Consolidated Financial
Statements and Notes thereto included in the Company's Annual Report on Form
10-K for the year ended September 30, 1996. In the opinion of Management,
however, all adjustments (consisting only of normal recurring accruals)
necessary for a fair presentation have been included.
2. NET LOSS PER COMMON SHARE
Net loss per common share for the three-month and six-month periods ended
March 31, 1997 and 1996 is determined based upon the weighted average number
of common shares outstanding. Common share equivalents, although not
considered during net loss periods, consist of outstanding stock options and
warrants.
The Financial Accounting Standards Board ("FASB") recently issued SFAS No.
128 "Earnings per Share." This statement establishes standards for computing
and presenting earnings per share and is effective for financial statements
issued for periods ended after December 15, 1997. Earlier application of
this statement is not permitted and upon adoption requires restatement (as
applicable) of all prior-period earnings per share data presented.
Management believes that the implementation of this standard will not have a
significant impact on earnings per share.
3. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
March 31, September 30,
1997 1996
----------- -------------
<S> <C> <C>
Work-in-process $ 9,331,000 $ 5,011,000
Raw materials and supplies 3,748,000 6,286,000
----------- -----------
Total $13,079,000 $11,297,000
----------- -----------
</TABLE>
4. COMMITMENTS AND CONTINGENCIES
In fiscal 1993, three shareholder lawsuits were filed in the United States
District Court for the District of Nevada against the Company and certain of
its directors and officers. The complaints, which were consolidated, alleged
that the Company's public statements violated Federal securities laws by
inadequately disclosing information concerning its agreements with Thiokol
Corporation ("Thiokol") and the Company's operations. On November 27, 1995,
the U.S. District Court granted in part the Company's motion for summary
judgment, ruling that the Company had not violated the Federal securities
laws in relation to disclosures concerning
8
<PAGE>
the Company's agreements with Thiokol. The remaining claims, which related
to allegedly misleading or inadequate disclosures regarding Halotron, were
the subject of a jury trial that ended on January 17, 1996. The jury reached
a unanimous verdict that neither the Company nor its directors and officers
made misleading or inadequate statements regarding Halotron. The plaintiffs
have appealed the summary judgment ruling and portions of the trial
proceedings to the Ninth Circuit of the United States District Court of
Appeals. Oral arguments with respect to the appeal were conducted on
February 11, 1997.
As a result of the above-described shareholder lawsuits, the Company has
incurred legal and other costs and may incur material legal and other costs
associated with the ultimate resolution of the shareholder lawsuits in
future periods. Certain of these costs may be reimbursable under policies
providing for insurance coverage. The Company has adopted certain policies
in its Charter and Bylaws as a result of which the Company may have the
obligation to indemnify its affected officers and directors to the extent,
if at all, the existing insurance coverages are insufficient. The Company's
insurance carriers have reserved the right to exclude or disclaim coverage
under certain circumstances. The Company is currently unable to predict or
quantify the amount or the range of such costs, if any, or the period of
time during which such costs will be incurred.
During the third quarter of fiscal 1996, the Company settled certain matters
with its insurance carrier relating to legal fees and other costs associated
with the successful defense of the shareholder lawsuits. Under this
settlement, the Company was reimbursed for approximately $450,000 in costs
that had previously been expensed and incurred in connection with the
defense. Such amount was recognized as a reduction in operating expenses in
the third quarter of fiscal 1996. The insurance carrier has agreed to pay
attorneys fees and other defense costs related to the plaintiffs' appeal
referred to above.
The Company was served with a complaint on December 10, 1993 in a lawsuit
brought by limited partners in a partnership of which one of the Company's
former subsidiaries, divested in 1985, was a general partner. The plaintiffs
allege that the Company is liable to them in the amount of approximately
$5.9 million, plus interest, on a guarantee executed in 1982. In August
1996, the Company's cross-motion for summary judgment was granted, although
the plaintiffs filed an appeal in January 1997. The Company believes that
the claim against it is wholly without merit.
The Company and its subsidiaries are also involved in other lawsuits. The
Company believes that these other lawsuits, individually or in the
aggregate, will not have a material adverse effect on the Company or any of
its subsidiaries.
5. SODIUM AZIDE
In July 1990, the Company entered into agreements (the "Azide Agreements")
pursuant to which Dynamit Nobel licensed to the Company on an exclusive
basis for the North American market its most advanced technology and know-
how for the production of sodium azide, the principal component of the gas
generant used in automotive airbag safety systems. In addition, Dynamit
Nobel has provided technical support for the design, construction and start-
up of the facility. The facility was constructed and is being operated by
American Azide Corporation ("AAC"), a wholly-owned subsidiary of the
Company.
9
<PAGE>
Under the Azide Agreements, Dynamit Nobel was to receive, for the use of its
technology and know-how relating to its batch production process of
manufacturing sodium azide, quarterly royalty payments of 5% of the
quarterly net sales of sodium azide by AAC for a period of 15 years from the
date the Company began to produce sodium azide in commercial quantities. In
July 1996, the Company and Dynamit Nobel agreed to suspend the royalty
payment effective as of July 1, 1995. As a result, in the third quarter of
fiscal 1996, the Company recognized an increase in sodium azide sales of
approximately $600,000. This amount had previously been recognized as a
reduction of net sodium azide sales during the period July 1, 1995 through
June 30, 1996.
In May, 1997 the Company entered into a three-year contract with Autoliv
ASP, Inc. (formerly Morton International Automotive Safety Products). The
contract provides for the Company to supply sodium azide used by Autoliv in
the manufacture of automotive airbags. Deliveries under the contract will
commence in July 1997.
The estimated sales value of the contract is approximately $45 - $55 million
over the three-year period. This actual sales value, however, will depend
upon many factors beyond the control of the Company, such as the number of
automobiles and light trucks manufactured and competitive conditions in the
airbag market, that will influence the actual magnitude of Autoliv's sodium
azide requirements, and there can therefore be no assurance as to the actual
sales value of the contract. Management believes that the Autoliv contract
will result in improved performance of the Company's sodium azide
operations, although there can be no assurance in that regard.
Commercial shipments of sodium azide began in April 1994. Sales and related
variable operating margins have historically not been at a level sufficient
to absorb fixed costs. The Company's plans with respect to its sodium azide
project continue to be grounded in the Company's objective to become the
major supplier to the U.S. airbag inflator market. There can be no assurance
in that regard, however, and as a consequence, the Company cannot predict
over what period of time, if at all, its sodium azide plant will operate at
levels consistent with such expectations.
The Company previously believed that the demand for sodium azide in North
America and the world would substantially exceed existing manufacturing
capacity and announced expansions or new facilities (including the AAC
plant) by the 1994 model year (which for sodium azide sales purposes is the
period June 1993 through May 1994). Currently, demand for sodium azide is
substantially less than supply on a worldwide basis. The Company believes
this is the result of capacity expansions by existing producers, although
the Company's information with respect to competitiors' existing and planned
capacity is limited. There can be no assurance that other manufacturing
capacities not now known to the Company will not be established. By reason
of this highly competitive market environment, and other factors discussed
below, there exists considerable pressure on the price of sodium azide.
The Company believes that the price erosion of sodium azide over the past
few years is due to unlawful pricing procedures of Japanese sodium azide
producers. In response to such practices, in January 1996, the Company filed
an antidumping petition with the International Trade Commission ("ITC") and
the Department of Commerce ("Commerce"). In August 1996, Commerce issued a
preliminary
10
<PAGE>
determination that Japanese imports of sodium azide have been sold in the
United States at prices that are significantly below fair value. Commerce's
preliminary dumping determination applied to all Japanese imports of sodium
azide, regardless of end-use. Commerce's preliminary determination followed
a March 1996 preliminary determination by ITC that dumped Japanese imports
have caused material injury to the U.S. sodium azide industry.
On January 7, 1997 the anti-dumping investigation initiated by Commerce,
based upon the Company's petition, against the three Japanese producers of
sodium azide was suspended by agreement.
It is the Company's understanding that, owing to the terms of the Suspension
Agreement, two of the three Japanese sodium azide producers have ceased
their exports of sodium azide to the United States for the time being. As to
the third and largest Japanese sodium azide producer, which has not admitted
any prior unlawful conduct, the Suspension Agreement requires that it make
all necessary price revisions to eliminate all United States sales at below
"Normal Value," and that it conform to the requirements of sections 732 and
733 of the Tariff Act of 1930, as amended (the Act), in connection with its
future sales of sodium azide in the United States.
The Suspension Agreement contemplates a cost-based determination of "Normal
Value" and establishes reporting and verification procedures to assure
compliance. Accordingly, the minimum pricing for sodium azide sold in the
United States by the remaining Japanese producer will be based primarily on
its actual costs, and may be affected by changes in the relevant exchange
rates.
Finally, the Suspension Agreement provides that it may be terminated by any
party on 60 days notice, in which event the anti-dumping proceeding would be
re-instituted at the stage to which it had advanced at the time the
Suspension Agreement became effective.
11
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF OPERATIONS
SALES AND OPERATING REVENUES AND GROSS PROFIT
Sales and operating revenues were $9,382,000 and $10,980,000 during the three-
month periods ended March 31, 1997 and 1996, and $17,778,000 and $20,756,000
during the six-month periods ended March 31, 1997 and 1996. Gross profit as a
percentage of sales and operating revenues was 15 percent in the first six
months of fiscal 1997 compared to 23 percent during the same period in fiscal
1996. A discussion of sales and operating revenues and gross profit percentages
relating to the Company's principal operating activities is provided below.
PERCHLORATE CHEMICAL OPERATIONS
Sales of all perchlorate chemicals amounted to approximately $6,110,000 and
$5,344,000 during the three-month periods ended March 31, 1997 and 1996, and
$10,259,000 and $10,489,000 during the six-month periods ended march 31, 1997
and 1996. In September 1996, Western Electrochemical Company ("WECCO") an
indirect wholly-owned subsidiary of the Company, received a purchase order for
deliveries of AP to Thiokol Corporation ("Thiokol") during the fiscal year
ending September 30, 1997. The purchase order amounts to approximately $13.3
million. In October 1995, the Company received a purchase order for the
delivery of AP to another customer from October 1996 through 1999 having a value
in the range of $8 million to $10 million. This contract includes options that
could increase the order during the 1997-1999 period, and that could extend the
contract to the year 2000. Based upon this backlog and negotiations currently
in process, the Company estimates that total perchlorate revenues, including
sodium perchlorate and potassium perchlorate, will range between $20 and $22
million during the fiscal year ended September 30, 1997.
SODIUM AZIDE OPERATIONS
Net sodium azide sales were $1,975,000 and $2,685,000 during the three-month
periods ended March 31, 1997 and 1996, and $5,118,000 and $6,003,000 during the
six-month periods ended March 31, 1997 and 1996. Commercial shipments of sodium
azide began in April 1994. Sales and related variable operating margins have
historically not been at a level sufficient to absorb fixed costs. The
operation has however, been generating positive cash flow and earnings before
interest, taxes, depreciation and amortization ("EBITDA"). Management believes
that the Autoliv contract referred to in Note 5 of Notes to Condensed
Consolidated Financial Statements will result in improved performance of the
Company's sodium azide operations, although there can be no assurance thereof.
See Note 5 of Notes to Condensed Consolidated Financial Statements for a
discussion of the sodium azide market, the status of an antidumping petition the
Company filed against certain Japanese producers of sodium azide and a
description of the Autoliv contract.
REAL ESTATE OPERATIONS
The Company's real estate development properties consist of approximately 4,700
acres in Iron County, Utah near Cedar City, Utah and approximately 370 gross
remaining acres in Clark County, Nevada. The Iron County site is primarily
dedicated to the Company's growth and diversification. Substantially all of the
Clark County land is pledged as collateral for certain debt (the "Azide Notes").
In 1994, approximately 240 acres of its Clark County land was transferred to
Gibson Ranch Limited Liability Company ("GRLLC") for the purpose of residential
development, construction, and sale.
12
<PAGE>
Real estate and related sales amounted to $292,000 and $1,895,000 during the
three-month periods ended March 31, 1997 and 1996, and $353,000 and $2,887,000
during the six-month periods ended March 31, 1997 and 1996. The nature of real
estate development and sales is such that the Company is unable reliably to
predict any pattern of future real estate sales or the recognition of equity in
earnings of GRLLC. In April and May 1997, three land sales totaling
approximately $3.1 million closed. These sales had been scheduled to close in
the second quarter of fiscal 1997.
ENVIRONMENTAL PROTECTION EQUIPMENT OPERATIONS
Environmental protection equipment sales were approximately $429,000 and
$832,000 during the second quarter of fiscal 1997 and 1996, and $979,000 and
$964,000 during the six-month periods ended March 31, 1997 and 1996. As of
April 30, 1997, this segment had a backlog of approximately $1,077,000. In
addition, the Company has submitted a number of bids, although there can be no
assurance that any of these bids will result in future orders.
HALOTRON OPERATIONS
Sales of Halotron amounted to approximately $488,000 and $180,000 during the
second quarter of fiscal 1997 and 1996, and $924,000 and $273,000 during the
first six months of fiscal 1997 and 1996. In December 1995, the Company, in
concert with Buckeye Fire Equipment Company, successfully completed Underwriters
Laboratories (UL) fire tests of a line of portable fire extinguishers using
Halotron I. Domestic distribution of the Buckeye Halotron extinguisher line
began in February, 1996.
OPERATING EXPENSES
Operating expenses were $2,269,000 and $2,556,000 during the three-month periods
ended March 31, 1997 and 1996, and $4,632,000 and $4,906,000 during the six-
month periods ended March 31, 1997 and 1996. As discussed in Note 4 of Notes to
Condensed Consolidated Financial Statements, during the third quarter of fiscal
1996, the Company settled certain matters with its insurance carrier relating to
legal fees and other costs associated with the successful defense of the
shareholder lawsuits. Under this settlement, the Company was reimbursed for
approximately $450,000 in costs that had previously been expensed and incurred
in connection with the defense. Such amount was recognized as a reduction in
operating expenses in the third quarter of fiscal 1996. The insurance carrier
has agreed to pay attorneys fees and other defense costs related to the
plaintiffs' appeal of the case referred to above.
NET INTEREST AND OTHER EXPENSE
The decrease in net interest and other expense in the first three and six months
of fiscal 1997 compared to the same periods in fiscal 1996 is primarily due to
the reduction in debt balances.
CREDIT FOR INCOME TAXES
The Company's effective income tax rates were approximately 34% during the
three-month and six-month periods ended March 31, 1997 and 1996.
13
<PAGE>
OPERATING RESULTS
Although the Company's net income (loss) and net income (loss) per common share
have not been subject to seasonal fluctuations, they have been and are expected
to continue to be subject to variations from quarter to quarter and year to year
due to the following factors, among others; (i) as discussed in Note 4 of Notes
to Condensed Consolidated Financial Statements, the Company may incur material
legal and other costs associated with certain litigation; (ii) the timing of
real estate and related sales and equity in earnings of real estate ventures is
not predictable; (iii) the recognition of revenues from environmental protection
equipment orders not accounted for as long-term contracts depends upon orders
generated and the timing of shipment of the equipment; (iv) weighted average
common and common equivalent shares for purposes of calculating net income
(loss) per common share are subject to significant fluctuations based upon
changes in the market price of the Company's Common Stock due to outstanding
warrants and options; and (v) the magnitude, pricing and timing of AP, sodium
azide and Halotron sales in the future is uncertain.
The Company's efforts to produce, market and sell Halotron I and Halotron II
are, among other factors, dependent upon the political climate and environmental
regulations that exist and may vary from country to country. Although the
Company is satisfied with the progress and performance characteristics of
Halotron I and Halotron II, the magnitude of additional orders received, if any,
in the future will be dependent to a large degree upon political issues and
environmental regulations that are not within the Company's control, as well as
additional testing and qualification in certain jurisdictions and the ultimate
extent of market acceptance.
As a result of the uncertainties with respect to the sodium azide business
referred to above, the Company may experience significant variations in sodium
azide sales and related operating results from quarter to quarter.
In accordance with the provisions of Statement of Financial Accounting Standards
("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of," management periodically reviews whether
the anticipated net cash flows from Halotron and sodium azide operations will be
sufficient to recover the Company's investment in each of such
facilities/projects. At March 31, 1997, the Company had approximately $66.9
million and $5.6 million in recorded net long-lived assets associated with
sodium azide and Halotron, respectively. A number of factors are considered in
the evaluation of recoverability, including, but not limited to, anticipated
pricing and volume and the duration thereof, and expected costs associated with
production. Management believes that such net asset balances are recoverable
under the requirements of SFAS No. 121, although, in light of the uncertainties
discussed above, there can be no assurance that the results of the evaluation of
recoverability will remain the same in the future.
LITIGATION
See Note 4 of Notes to Condensed Consolidated Financial Statements for a
discussion of litigation.
INFLATION
Inflation did not have a significant effect on the Company's sales and operating
revenues or costs during the six-month periods ended March 31, 1997 or 1996.
The Company does not expect inflation to have a material effect on gross profit
in the future, because any
14
<PAGE>
increases in production costs should be recovered through increases in product
prices, although there can be no assurance in that regard.
LIQUIDITY AND CAPITAL RESOURCES
On July 29, 1994, the Board of Directors of the Company authorized the
repurchase of up to 1.5 million shares of the Company's common stock through
open market purchases and private transactions. Such authorization was briefly
suspended. As of March 31, 1997, the Company had repurchased approximately
140,000 shares through this program.
As a result of the litigation described in Note 4 of Notes to Condensed
Consolidated Financial Statements, the Company has incurred legal and other
costs and may incur material legal and other costs associated with the
resolution of these matters in future periods. Certain of the costs, if any,
may be reimbursable under policies providing for insurance coverage. The
Company has adopted certain policies in its Charter and Bylaws as a result of
which the Company may be required to indemnify its affected officers and
directors to the extent, if at all, that existing insurance coverages relating
to the shareholder lawsuits are insufficient. The Company has in force
substantial insurance covering this risk. The Company's insurance carriers
have reserved the right to exclude or disclaim coverage under certain
circumstances. Defense costs and any potential settlement or judgment costs
associated with litigation, to the extent borne by the Company and not recovered
through insurance, would adversely affect the Company's liquidity. The Company
is currently unable to predict or quantify the amount or range of such costs, if
any, or the period of time that litigation related costs will be incurred.
Cash flows from operating activities were $6,297,000 and $5,015,000 during the
six-month periods ended March 31, 1997 and 1996, respectively. The increase in
cash flows from operating activities is principally due to changes in working
capital balances.
The Company believes that its cash flows from operations and existing cash
balances will be adequate for the foreseeable future to satisfy the needs of its
operations. However, the satisfactory resolution of litigation, and the timing,
pricing and magnitude of orders for AP, sodium azide and Halotron, may have an
effect on the use and availability of cash.
FORWARD-LOOKING STATEMENTS/RISK FACTORS
Certain matters discussed in this Report may be forward-looking statements that
are subject to risks and uncertainties that could cause actual results to differ
materially from those projected. Such risks and uncertainties include, but are
not limited to, the risk factors set forth below. The following important risk
factors, among others, may cause the Company's operating results and/or
financial position to be adversely affected from time to time:
1. Declining demand or downward pricing pressure for the Company's
products as a result of general or specific economic conditions,
further governmental budget decreases affecting the Department of
Defense or NASA which would cause a continued decrease in demand for
AP, the results achieved by the Suspension Agreement resulting from
the Company's anti-dumping petition and the possible termination of
such agreement, technological advances and improvements or new
competitive products causing a reduction or elimination of demand of
AP, sodium azide or Halotron, the ability and desire of purchasers
to change existing products or substitute other products for the
Company's products based upon perceived quality and pricing, and the
fact that perchlorate chemicals, sodium azide, Halotron and the
Company's
15
<PAGE>
environmental products have limited applications and highly
concentrated customer bases.
2. Competitive factors including, but not limited to, the Company's
limitations respecting financial resources and its ability to
compete against companies with substantially greater resources,
significant excess market supply in the AP and sodium azide markets
and the development or penetration of competing new products,
particularly in the propulsion, airbag inflation and fire
suppression businesses.
3. Underutilization of the Company's manufacturing facilities resulting
in production inefficiencies and increased costs, the inability to
recover facility costs and reductions in margins.
4. Difficulties in procuring raw materials, supplies, power and natural
gas used in the production of perchlorates, sodium azide and
Halotron products and used in the engineering and assembly process
for environmental protection equipment products.
5. The Company's ability to control the amount of operating expenses
and/or the impact of any non-recurring or unusual items resulting
from the Company's continuing evaluation of its strategies, plans,
organizational structure and asset valuations.
6. Risks associated with the Company's real estate activities,
including, but not limited to, dependence upon the Las Vegas
commercial, industrial and residential real estate markets, changes
in general or local, economic conditions, interest rate fluctuations
affecting the availability and the cost of financing, the
performance of the managing partner of the GRLLC (Ventana Canyon
Joint Venture) and regulatory and environmental matters that may
have a negative impact on sales.
7. The effects of, and changes in, trade, monetary and fiscal policies,
laws and regulations and other activities of governments, agencies
or similar organizations, including, but not limited to,
environmental, safety and transportation issues.
8. The cost and effects of legal and administrative proceedings,
settlements and investigations, particularly those described in Note
4 of Notes to Condensed Consolidated Financial Statements contained
in this report and Note 10 in the Report on Form 10-K, and claims
made by or against the Company relative to patents or property
rights.
9. The adoption of new, or changes in existing, accounting policies and
practices.
16
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