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, 1998
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: 8,219,537 as of
April 30, 1998.
<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 5 through 12 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 14 through 19 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 page 10 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 matters were submitted to a vote of Security
Holder's at the Registrant's Annual Meeting of Stockholders held
on March 10, 1998:
1) Election of the following four Class A Directors to serve
for a term of three years expiring in 2001:
Number of
Nominee Votes For Number of Votes Withheld
------- --------- ------------------------
Thomas A. Turner 6,719,289 410,614
John R. Gibson 6,727,099 402,804
David N. Keys 6,730,179 399,724
Eugene A. Cafiero 6,342,167 787,736
2) Approval of the adoption of the Registrant's 1997 Stock
Option Plan:
Number of Number of Number of Number of Broker
Votes For Votes Against Abstentions Non-Votes
--------- ------------- ----------- ---------
3,258,898 1,744,958 30,709 2,095,338
3) Approval of the grant of non-qualified stock options to the
non-employee members of the Board of Directors currently holding
office:
-2-
<PAGE>
Number of Number of Number of Number of Broker
Votes For Votes Against Abstentions Non-Votes
--------- ------------- ----------- ---------
4,027,804 972,921 33,840 2,095,338
4) Approval of the grant of non-qualified stock options to
John R. Gibson, Chief Executive Officer and President and David
N. Keys, Executive Vice President and Chief Financial Officer:
Number of Number of Number of Number of Broker
Votes For Votes Against Abstentions Non-Votes
--------- ------------- ----------- ---------
4,312,448 970,066 30,185 1,817,204
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) (i) The following Exhibits are filed herewith,
portions of each of which have been omitted pursuant
to a request for confidential treatment:
10.1 Long-Term Pricing Agreement dated as of
December 12, 1997 between Thiokol
Corporation-Propulsion Group and the
Registrant.
10.2 Partnershipping Agreement between Alliant
Techsystems Incorporated ("Alliant") and
Western Electrochemical Company and letter
dated November 24, 1997 from the Registrant
to Alliant and revised Exhibit B with
respect thereto.
(ii) The following Exhibit is filed in connection
with the Registrant's electronic filing:
27. Financial Data Schedule.
b) The following Reports on Form 8-K were filed during
the three-month period ended March 31, 1998:
1) Form 8-K dated February 19, 1998, reporting
the Registrant's intention to effect a
private placement offering of $75 million
principal amount of senior notes during
March 1998.
2) Form 8-K dated February 19, 1998, reporting
certain pro forma financial information.
3) Form 8-K dated March 27, 1998, reporting the
acquisition of certain assets and the
completion of a private placement of $75
million principal amount of senior notes.
-3-
<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, 1998 /S/ JOHN R. GIBSON
--------------------------------------
John R. Gibson
Chief Executive Officer and President
Date: May 13, 1998 /S/ DAVID N. KEYS
--------------------------------------
David N. Keys
Executive Vice President,
Chief Financial Officer, Secretary
and Treasurer; Principal Financial
and Accounting Officer
-4-
<PAGE>
AMERICAN PACIFIC CORPORATION
Condensed Consolidated Statements of Operations
(unaudited)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED MARCH 31, ENDED MARCH 31,
1998 1997 1998 1997
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales and Operating Revenues $ 14,119,000 $ 9,382,000 $ 25,387,000 $ 17,778,000
Cost of Sales 9,129,000 8,025,000 17,235,000 15,108,000
-------------------------------------------------------------------------------------
Gross Profit 4,990,000 1,357,000 8,152,000 2,670,000
Operating Expenses 2,247,000 2,269,000 4,430,000 4,632,000
Equity in Earnings of Real Estate Venture 100,000 300,000 100,000
-------------------------------------------------------------------------------------
Operating Income (Loss) 2,743,000 (812,000) 4,022,000 (1,862,000)
Net Interest and Other
Expense 750,000 293,000 1,463,000 533,000
-------------------------------------------------------------------------------------
Income (Loss) Before Credit
for Income Taxes 1,993,000 (1,105,000) 2,559,000 (2,395,000)
Credit for Income Taxes (376,000) (816,000)
-------------------------------------------------------------------------------------
Net Income (Loss) Before Extraordinary Loss $ 1,993,000 $ (729,000) $ 2,559,000 $ (1,579,000)
Extraordinary Loss-Debt Extinguishment 5,005,000 5,005,000
-------------------------------------------------------------------------------------
Net Loss $ (3,012,000) $ (729,000) $ (2,446,000) $ (1,579,000)
-------------------------------------------------------------------------------------
Basic Net Loss Per Share:
Income (Loss) Before Extraordinary Loss $ .24 $ (.09) $ .31 $ (.19)
Extraordinary Loss $ (.61) $ (.61)
------------------------------------------------------------------------------------
Net Loss $ (.37) $ (.09) $ (.30) $ (.19)
-------------------------------------------------------------------------------------
Average Shares Outstanding 8,165,000 8,098,000 8,151,000 8,098,000
-------------------------------------------------------------------------------------
Diluted Net Loss Per Share:
Income (Loss) Before Extraordinary Loss $ .24 $ (.09) $ .31 $ (.19)
Extraordinary Loss $ (.60) $ (.61)
-------------------------------------------------------------------------------------
Net Loss $ (.36) $ (.09) $ (.30) $ (.19)
-------------------------------------------------------------------------------------
Diluted Shares 8,337,000 8,098,000 8,280,000 8,098,000
-------------------------------------------------------------------------------------
</TABLE>
See the accompanying Notes to Condensed Consolidated Financial Statements.
5
<PAGE>
AMERICAN PACIFIC CORPORATION
Condensed Consolidated Balance Sheets
(unaudited)
- --------------------------------------------------------------------------------
MARCH 31, SEPTEMBER 30,
1998 1997
- --------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents $ 19,029,000 $ 18,881,000
Accounts and Notes Receivable 9,297,000 5,551,000
Related Party Notes Receivable 588,000 637,000
Inventories 12,217,000 11,116,000
Prepaid Expenses and Other Assets 1,083,000 979,000
-----------------------------------
TOTAL CURRENT ASSETS 42,214,000 37,164,000
Property, Plant and Equipment, Net 19,212,000 19,314,000
Intangible Acquisition Assets 40,279,000 1,540,000
Development Property 6,945,000 7,362,000
Real Estate Equity Investments 17,517,000 20,248,000
Other Assets 2,793,000 873,000
Restricted Cash 1,168,000 3,580,000
-----------------------------------
TOTAL ASSETS $130,128,000 $ 90,081,000
-----------------------------------
See the accompanying Notes to Condensed Consolidated Financial Statements.
6
<PAGE>
AMERICAN PACIFIC CORPORATION
Condensed Consolidated Balance Sheets
(unaudited)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
MARCH 31, SEPTEMBER 30,
1998 1997
- -----------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
<S> <C> <C>
Accounts Payable and Accrued Liabilities $ 3,993,000 $ 7,519,000
Current Portion of Long-Term Debt 1,168,000 6,166,000
------------------------------
TOTAL CURRENT LIABILITIES 5,161,000 13,685,000
Long-Term Debt 75,000,000 24,900,000
Long-Term Payables 2,694,000 2,376,000
------------------------------
TOTAL LIABILITIES 82,855,000 40,961,000
------------------------------
Commitments and Contingencies
Warrants to Purchase Common Stock 3,569,000 3,569,000
SHAREHOLDERS' EQUITY:
Common Stock 837,000 829,000
Capital in Excess of Par Value 79,152,000 78,561,000
Accumulated Deficit (35,153,000) (32,707,000)
Treasury Stock (1,035,000) (1,035,000)
Receivable from the Sale of Stock (97,000) (97,000)
------------------------------
TOTAL SHAREHOLDERS' EQUITY 43,704,000 45,551,000
------------------------------
------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 130,128,000 $ 90,081,000
------------------------------
</TABLE>
See the accompanying Notes to Condensed Consolidated Financial Statements.
7
<PAGE>
AMERICAN PACIFIC CORPORATION
Condensed Consolidated Statements of Cash Flows
(unaudited)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED MARCH 31, ENDED MARCH 31,
1998 1997 1998 1997
- --------------------------------------------------------------------------------------------------------------------
Cash Provided by (Used For)
<S> <C> <C> <C> <C>
Operating Activities $ 5,110,000 $ 7,151,000 $ (306,000) $ 6,297,000
------------------------------------------------------------
Cash Flows Used for
Investing Activities:
Capital Expenditures (679,000) (389,000) (1,648,000) (1,301,000)
Development Property Additions (51,000) (54,000) (405,000) (54,000)
Payment for Acquisition Intangible (39,000,000) (39,000,000)
Net Cash Received (Advanced)
on Real Estate Equity Investments 1,018,000 (148,000) 3,031,000 (420,000)
------------------------------------------------------------
Net Cash Used For
Investing Activities (38,712,000) (591,000) (38,022,000) (1,775,000)
------------------------------------------------------------
Cash Flows From
Financing Activities:
Principal Payments on Debt (30,000,000) (6,168,000) (31,166,000) (6,168,000)
Issuance of Senior Notes 75,000,000 75,000,000
Premium Paid on Debt
Extinguishment (3,250,000) (3,250,000)
Debt Issue Costs (2,707,000) (2,707,000)
Issuance of Common Stock 599,000 599,000 70,000
Treasury Stock Acquired (156,000)
------------------------------------------------------------
Net Cash Provided by (Used For)
Financing Activities 39,642,000 (6,168,000) 38,476,000 (6,254,000)
------------------------------------------------------------
Net Increase (Decrease) in Cash
and Cash Equivalents 6,040,000 392,000 148,000 (1,732,000)
Cash and Cash Equivalents,
Beginning of Period 12,989,000 16,377,000 18,881,000 18,501,000
------------------------------------------------------------
Cash and Cash Equivalents, End of
Period $ 19,029,000 $ 16,769,000 $ 19,029,000 $ 16,769,000
------------------------------------------------------------
Supplemental Disclosure of Cash
Flow Information:
Interest Paid (net of amounts
capitalized) $ 1,650,000 $ 851,000 $ 1,650,000 $ 851,000
------------------------------------------------------------
</TABLE>
See the accompanying Notes to Condensed Consolidated Financial Statements.
8
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED):
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, 1997 was derived from the Consolidated Financial
Statements included in the Company's Annual Report on Form 10-K for the
year ended September 30, 1997. 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, 1997. In the opinion of Management, however,
all adjustments (consisting only of normal recurring accruals)
necessary for a fair presentation have been included. The operating
results and cash flows for the three-month and six-month periods ended
March 31, 1998 are not necessarily indicative of the results that will
be achieved for the full fiscal year or for future periods.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of financial statements and the reported amounts of revenues and
expenses during the reporting period. Significant estimates used by the
Company include estimated useful lives for depreciable and amortizable
assets, the estimated valuation allowance for deferred tax assets, and
estimated cash flows in assessing the recoverability of long-lived
assets. Actual results may differ from estimates.
2. NET INCOME (LOSS) PER COMMON SHARE
During the first quarter of fiscal 1998, the Company adopted SFAS No.
128 "Earnings per Share." SFAS No. 128 requires the presentation of
basic net income (loss) per share and diluted net income (loss) per
share. Basic per share amounts are computed by dividing net income
(loss) by average shares outstanding during the period. Diluted net
income (loss) per share amounts are computed by dividing net income
(loss) by average shares outstanding plus the dilutive effect of common
share equivalents. Since the Company incurred a net loss before
extraordinary loss during the three-month and six-month periods ended
March 31, 1997, diluted per share calculations are based upon average
shares outstanding during these periods. Accordingly, the effect of
stock options and warrants outstanding for 3,525,000 shares at March
31, 1997 was not included in diluted net loss per share calculations.
Diluted net income before extraordinary loss and diluted net loss per
share during the three-month and six-month periods ended March 31, 1998
is determined considering the dilutive effect of stock options and
warrants. The effect of stock options and warrants outstanding to
purchase approximately 2,900,000 shares was not included in diluted per
share calculations during the three-month and six-month periods ended
March 31, 1998 as the average exercise price of such options and
warrants was greater than the average price of the Company's common
stock.
9
<PAGE>
3. INVENTORIES
Inventories consist of the following:
March 31, September 30,
1998 1997
---- ----
Work-in-process $ 7,963,000 $ 3,349,000
Raw materials and supplies 4,254,000 7,767,000
----------- ------------
Total $12,217,000 $11,116,000
----------- ------------
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 "Company Defendants").
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 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 none of the Company Defendants made
misleading or inadequate statements regarding Halotron. The District
Court thereafter entered judgment in favor of the Company Defendants on
the Halotron claims. The plaintiffs appealed the summary judgment
ruling and the judgment on the jury verdict to the Ninth Circuit of the
United States Court of Appeals. On June 5, 1997, the Court of Appeals
affirmed the judgments of the United States District Court in favor of
the Company Defendants. On June 19, 1997, the plaintiffs filed an
Appellants Petition for Rehearing and Suggestion of Rehearing En Banc
with the Court of Appeals. On September 3, 1997, the Court of Appeals
denied the Petition for Rehearing. In October 1997, the plaintiffs
filed a Petition for Writ of Certiorari with the Supreme Court of the
United States. On February 23, 1998, the Supreme Court denied the
Petition for Writ of Certiorari.
Trace amounts of perchlorate chemicals have been found in Lake Mead.
Clark County, Nevada, where Lake Mead is situated, is the location of
Kerr-McGee Chemical Corporation's ("Kerr-McGee") ammonium perchlorate
("AP") operations, and was the location of the Company's AP operations
until May 1988. The Company is cooperating with State and local
agencies, and with Kerr-McGee and other interested firms, in the
investigation and evaluation of the source or sources of these trace
amounts, possible environmental impacts, and potential remediation
methods. Until these investigations and evaluations have reached
definitive conclusions, it will not be possible for the Company to
determine the extent to which, if at all, the Company may be called
upon to contribute to or assist with future remediation efforts, or the
financial impact, if any, of such cooperation, contributions or
assistance.
10
<PAGE>
5. INCOME TAXES
The Company established a valuation allowance for deferred tax assets
in the amount of $10.4 million as of September 30, 1997. The Company's
effective tax rate will be 0% until its net operating losses expire or
the Company has taxable income in an amount sufficient to eliminate the
need for the valuation allowance.
6. FINANCING ACTIVITIES
On March 12, 1998, the Company sold $75.0 million principal amount of
unsecured senior notes (the "Notes"), consummated an acquisition (the
"Acquisition") of certain assets from Kerr-McGee described below and
repurchased the remaining $25.0 million principal amount balance
outstanding of subordinated secured notes (the "Azide Notes").
The Notes mature on March 1, 2005. Interest on the Notes will be paid
in cash at a rate of 9-1/4% per annum on each March 1 and September 1,
commencing September 1, 1998. The indebtedness evidenced by the Notes
represents a senior unsecured obligation of the Company, ranks pari
passu in right of payment with all existing and future senior
indebtedness of the Company and is senior in right of payment to all
future subordinated indebtedness of the Company. The Indenture under
which the Notes were issued contains various limitations and
restrictions including (i) change in control provisions, (ii)
limitations on indebtedness and (iii) limitations on restricted
payments such as dividends, stock repurchases and investments. The
Company is obligated to register and have declared effective the Notes,
or exchange them for identical notes that have been registered, with
the Securities and Exchange Commission within certain predefined time
parameters. In April 1998, the Company filed a Form S-4 under the
Securities Exchange Act of 1933 for the purpose of registering the
Notes. The registration is in process and has not been declared
effective. If the Company does not consummate an effective registration
of the Notes within the required time frame, certain additional
interest will accrue at a rate of 0.50% per annum.
The Azide Notes were 11% noncallable subordinated secured term notes,
which were issued and sold in February 1992 to finance the design,
construction and start-up of the Company's sodium azide facility. A
portion of the net proceeds from sale of the Notes was applied to
repurchase the Azide Notes for approximately $28.2 million
(approximately 113% of the outstanding principal amount thereof). In
connection with the repurchase, the Company recognized an extraordinary
loss on debt extinguishment of approximately $5.0 million. The
extraordinary loss consisted of the cash premium paid of $3.2 million
upon repurchase and a charge of $1.8 million to write-off the
unamortized balance of debt issue and discount costs.
7. ACQUISITION
On March 12, 1998 (the "Closing Date"), the Company acquired, pursuant
to a purchase agreement (the "Purchase Agreement") with Kerr-McGee,
certain process data, technical information, customer lists, marketing
contracts and related expertise of Kerr-McGee related its production of
AP (the "Rights") for a purchase price of $39.0 million. Under the
Purchase Agreement, the Company acquired an option (the "Option") to
purchase all or any portion of the inventory of AP stored at
Kerr-McGee's premises on the Closing Date, which is not owned by, or
identified to a firm order from, a Kerr-McGee customer (the
"Inventory"). The
11
<PAGE>
Option is exercisable from time to time within the 12 month period
commencing on the Closing Date (the "Option Period"). The Acquisition
did not include Kerr-McGee's production facilities (the "Production
Facilities") and certain water and power supply agreements used by
Kerr-McGee in the production of AP. Under the Purchase Agreement,
Kerr-McGee ceased the production and sale of AP although the Production
Facilities may continue to be used by Kerr-McGee for production of AP
under certain limited circumstances described below. Under the Purchase
Agreement, Kerr-McGee reserved a perpetual, royalty-free, nonexclusive
license to use any of the technology forming part of the Rights as may
be necessary or useful to use, repair or sell the Production Facilities
(the "Reserved License").
Under the Purchase Agreement, Kerr-McGee reserved the right to sell the
Inventory to the extent not purchased by the Company pursuant to the
Option, to process and sell certain reclaimed AP that is not suitable
for use in solid fuel rocket motors (the "Reclaimed Product"), and to
produce and sell AP (i) to fulfill orders scheduled for delivery after
the closing, subject to making payments to the Company with respect to
such orders, as provided in the Purchase Agreement and (ii) in the
event of the Company's inability to meet customer demand or
requirements, breach of the Purchase Agreement or termination of the
Company's AP business.
The Purchase Agreement provides that, together with the Reserved
License, Kerr-McGee is permitted in its discretion to (i) lease, sell,
dismantle, demolish and/or scrap all or any portion of the Production
Facilities, (ii) retain the Production Facilities for manufacture of
Reclaimed Product and (iii) maintain the Production Facilities in a
"standby" or "mothballed" condition so they will be capable of being
used to produce AP under the limited circumstances referred to above.
Under the Purchase Agreement, Kerr-McGee has agreed to indemnify the
Company against loss or liability from claims associated with the
ownership and use of the Rights prior to consummation of the
Acquisition or resulting from any breach of its warranties,
representations and covenants. The Company has agreed to indemnify
Kerr-McGee against loss and liability from claims associated with the
ownership and use of the Rights after consummation of the Acquisition
or resulting from any breach of its warranties, representations and
covenants. In addition, Kerr-McGee has agreed that it will, at the
Company's request, store any Inventory as to which the Option is
exercised until 90 days after the Option expires, introduce the Company
to AP customers that are not currently customers of the Company, and
consult with the Company regarding the production and marketing of AP.
The Company has agreed that, at Kerr-McGee's request, it will use
reasonable efforts to market Reclaimed Product on Kerr-McGee's behalf
for up to three years following consummation of the Acquisition.
The purchase price of $39.0 million was recognized as an Intangible
Acquisition Asset and is being amortized to cost of sales on a straight
line basis over a ten-year period.
8. AGREEMENTS WITH AP CUSTOMERS
In December 1997, in connection with the Acquisition, the Company
entered into an agreement with Thiokol with respect to the supply of AP
through the year 2008. The agreement, which was contingent upon
consummation of the Acquisition, provides that during its term Thiokol
will make all of its AP purchases from the Company. The agreement also
establishes a pricing matrix under which AP unit prices vary inversely
12
<PAGE>
with the quantity of AP sold by the Company to all of its customers.
The Company understands that, in addition to the AP purchased from the
Company, Thiokol may use AP inventoried by it in prior years and AP
recycled by it from certain existing rocket motors.
In December 1997, in connection with the Acquisition, the Company
entered into an agreement with Alliant Techsystems Incorporated
("Alliant") to extend an existing agreement through the year 2008. The
agreement establishes prices for any AP purchased by Alliant from the
Company during the term of the agreement as extended. Under this
agreement Alliant agrees to use its efforts to cause the Company's AP
to be qualified on all new and current programs served by Alliant's
Bacchus Works.
13
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
OVERVIEW
The Company is principally engaged in the production of AP for the aerospace and
national defense industries. In addition, the Company produces and sells sodium
azide, the primary component of a gas generant used in automotive airbag safety
systems, and Halotron, a chemical used in fire suppression systems ranging from
portable fire extinguishers to airport firefighting vehicles. The Company's
other lines of business include the development of real estate in Nevada and the
production of environmental protection equipment, including waste and seawater
treatment systems.
The Company believes that North American AP demand is currently approximately 22
to 24 million pounds annually. However, supply capacity has historically been
substantially in excess of these estimated demand levels. In an effort to
rationalize the economics of the existing AP market, the Company entered into
the Purchase Agreement with Kerr-McGee. Upon consummation of the Acquisition,
the Company effectively became the sole North American producer of AP.
SALES AND OPERATING REVENUES. Sales of the Company's perchlorate chemical
products, consisting almost entirely of AP sales, accounted for approximately
61% and 56% of revenues during the six-month periods ended March 31, 1998 and
1997, respectively. In general, demand for AP is driven by a relatively small
number of DOD and NASA contractors; as a result, any one individual AP customer
usually accounts for a significant portion of the Company's revenues.
Sodium azide sales accounted for approximately 24% and 29% of revenues during
the six-month periods ended March 31, 1998 and 1997, respectively. The Company
has incurred significant operating losses in its sodium azide operation during
the last three fiscal years. Although the Company has achieved significant gains
in market share that appear to relate to an anti-dumping petition filed by the
Company against three Japanese sodium azide producers and the resulting
suspension agreement, the Company believes that these factors were fully
incorporated into the market by the end of fiscal 1997. The Company's evaluation
of the sodium azide market indicated that the cash flows associated with sodium
azide operations would not be sufficient to recover the Company's investment in
sodium azide related fixed assets and, as a result, the Company recognized an
impairment charge with respect to those assets of $52.6 million in the fourth
quarter of fiscal 1997. Depreciation expense is expected to decrease annually by
approximately $4.0 million as a result of the impairment charge.
Real estate and related sales amounted to approximately 9% and 4% of revenues
during the six-month periods ended March 31, 1998 and 1997, respectively. The
nature of real estate development and sales is such that the Company is unable
to reliably to predict any pattern of future real estate sales or the
recognition of the equity in earnings of real estate ventures.
Sales of Halotron amounted to approximately 1% and 5% of revenues during the
six-month periods ended March 31, 1998 and 1997, respectively. Halotron is
designed to replace halon-based fire suppression systems. Accordingly, demand
for Halotron depends upon a number of factors including the willingness of
consumers to switch from halon-based systems, as well as existing and potential
governmental regulations.
14
<PAGE>
Environmental protection equipment sales accounted for approximately 5% and 6%
of revenues during the six-month periods ended March 31, 1998 and 1997,
respectively.
COST OF SALES. The principal elements comprising the Company's cost of sales are
raw materials, electric, power, labor, manufacturing overhead and the basis in
real estate sold. The major raw materials used by the Company in its production
processes are graphite, sodium chlorate, ammonia, hydrochloric acid, sodium
metal, and nitrous oxide. Significant increases in the cost of raw materials may
have an adverse impact on margins if the Company is unable to pass along such
increases to its customers, although all the raw materials used in the Company's
manufacturing processes have historically been available in commercial
quantities, and the Company has had no difficulty obtaining necessary raw
materials.
Raw material, electric power and labor costs have not changed significantly
recently. The costs of operating both the Company's perchlorate plant and sodium
azide plant are, however, largely fixed. Accordingly, the Company believes that
the potential additional AP sales volume resulting from the Acquisition should
generate significant incremental cash flow because of the operating leverage
associated with the perchlorate plant. In addition, amortization of the
Acquisition costs is expected to amount to approximately $4.0 million annually.
INCOME TAXES. The Company's effective income tax rates were 0% during the three
and six-month periods ended March 31, 1998 and 34% during the three and
six-month periods ended March 31, 1997. The Company's effective income tax rate
decreased to 17% for the entire 1997 fiscal year as a result of the
establishment of a $10.4 million deferred tax valuation allowance in the fourth
quarter. The Company's effective tax rate will be 0% until the Company's net
operating losses expire or the Company has taxable income in an amount
sufficient to eliminate the need for the valuation allowance.
NET INCOME (LOSS). Although the Company's net income (loss) and diluted 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 costs associated with certain
contingencies; (ii) 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 diluted 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, Halotron, and environmental
protection equipment sales in the future is uncertain.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31, 1997
SALES AND OPERATING REVENUES. Sales increased $4.7 million, or 50% during the
three months ended March 31, 1998 to $14.1 million from $9.4 million in the
corresponding period of the prior year. This increase was attributable to
increased sales of perchlorate, sodium azide, real estate and environmental
protection equipment. Such increase was partially offset by a decrease in
Halotron sales. Approximately $3.5 million of the $4.7 million increase in sales
was attributable
15
<PAGE>
to increases in perchlorate sales. This increase was primarily attributable to
the pendency and ultimate consummation of the Acquisition.
COST OF SALES. Cost of sales increased $1.1 million, or 14%, in the three months
ended March 31, 1998 to $9.1 million from $8.0 million in the corresponding
period of the prior year. This increase was principally due to increases in
perchlorate and sodium azide sales volume. As a percentage of sales, cost of
sales decreased in the three months ended March 31, 1998 to 65% as compared to
86% in the corresponding period of the prior year. This decrease was due
principally to the increase in perchlorate and sodium azide sales volume and a
reduction in depreciation expense as a result of the sodium azide impairment
charge referred to above.
OPERATING EXPENSES. Operating (selling, general and administrative) expenses
decreased $.1 million, or 1%, in the three months ended March 31, 1998 to $2.2
million from $2.3 million in the corresponding period of 1997.
NET INTEREST EXPENSE. Net interest and other expense increased to $.75 million
in the three months ended March 31, 1998 from $.3 million in the corresponding
period of the prior year principally as a result of the cessation of interest
capitalization on the Company's Ventana Canyon residential joint venture
project.
SIX MONTHS ENDED MARCH 31, 1998 COMPARED TO SIX MONTHS ENDED MARCH 31, 1997
SALES AND OPERATING REVENUES. Sales increased $7.6 million, or 43%, during the
six months ended March 31, 1998 to $25.4 million from $17.8 million in the
corresponding period of the prior year. The increase was principally due to
increased sales of perchlorate, sodium azide, real estate and environmental
protection equipment. Such increase was partially offset by a decrease in
Halotron sales. Approximately $5.0 million of the $7.6 million increase in sales
was attributable to increases in perchlorate sales. This increase was primarily
attributable to the pendency and ultimate consummation of the Acquisition.
COST OF SALES. Cost of sales increased $2.2 million, or 14%, in the six months
ended March 31, 1998 to $17.2 million from $15.1 million in the corresponding
period of the prior year. The increase in cost of sales was primarily due to
increases in perchlorate and sodium azide volume. As a percentage of sales, cost
of sales decreased in the six months ended March 31, 1998 to 68% as compared to
85% in the corresponding period of the prior year. The decrease was attributable
to the increase in perchlorate and sodium azide sales volume and a reduction in
depreciation expense as a result of the sodium azide impairment charge referred
to above. Cost of sales is expected to increase by approximately $4.0 million
annually as a result of the amortization of capitalized Acquisition costs.
OPERATING EXPENSES. Operating expenses were $4.4 million during the six-month
period ended March 31, 1998 compared to $4.6 million in the corresponding period
of the prior year.
NET INTEREST EXPENSE. Net interest and other expense increased to $1.5 million
in the six months ended March 31, 1998 from $.5 million in the corresponding
period of the prior year principally as a result of the cessation of interest
capitalization on the Company's Ventana Canyon residential joint venture
project. Interest expense will increase significantly in future periods as a
result of the issuance of the Notes described in Note 6 of Notes to Condensed
Consolidated Financial Statements.
16
<PAGE>
INFLATION
Inflation did not have a significant effect on the Company's sales and operating
revenues or costs during the three-month or six-month periods ended March 31,
1998 or 1997. Inflation may have an effect on gross profit in the future as
certain of the Company's agreements with AP and sodium azide customers require
fixed prices, although certain of such agreements contain escalation features
that should somewhat insulate the Company from increases in costs associated
with inflation.
LIQUIDITY AND CAPITAL RESOURCES
As discussed in Notes 6 and 7 of Notes to Condensed Consolidated Financial
Statements, in March 1998, the Company sold Notes in the principal amount of
$75.0 million, acquired certain assets from Kerr-McGee for a cash purchase price
of $39.0 million and paid $28.2 million to repurchase the remaining $25.0
million principal amount outstanding of the Azide Notes. In connection with the
Azide Notes repurchase, the Company recognized an extraordinary loss on debt
extinguishment of approximately $5.0 million.
Cash flows provided by (used for) operating activities were ($.3) million and
$6.3 million during the six-months ended March 31, 1998 and 1997, respectively.
Cash flows from operating activities declined in the first six months of fiscal
1998 principally as a result of changes in certain working capital balances,
most notably a significant increase in receivables related to AP shipments in
late March 1998. Such receivables are scheduled to be collected in the third
quarter of fiscal 1998. 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 resolution of contingencies,
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.
As a result of the litigation and contingencies discussed in Note 4 of Notes to
Condensed Consolidated Financial Statements, the Company has incurred legal and
other costs, and it may incur material legal and other costs associated with the
resolution of contingencies in future periods. Any such costs, 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 over which such
costs will be incurred.
The Company is currently in the process of evaluating its computer software and
databases to determine whether or not modifications will be required to prevent
problems related to the Year 2000. These problems, which have been widely
reported in the media, could cause malfunctions in certain software and
databases with respect to dates on or after January 1, 2000, unless corrected.
Based upon its evaluation to date, the Company does not believe that the costs
of any modifications required to correct for Year 2000 problems will have a
material impact on operations, although there can be assurance given with
respect thereto.
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.
17
<PAGE>
The following risk factors, among others, may cause the Company's operating
results and/or financial position to be adversely affected from time to time:
1. (a) Declining demand or downward pricing pressure for the
Company's products as a result of general or specific economic
conditions, (b) governmental budget decreases affecting the
Department of Defense or NASA that would cause a continued
decrease in demand for AP, (c) the results achieved by the
Suspension Agreement resulting from the Company's anti-dumping
petition and the possible termination of such agreement, (d)
technological advances and improvements or new competitive
products causing a reduction or elimination of demand for AP,
sodium azide or Halotron, (e) 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 (f) the fact that perchlorate chemicals, sodium
azide, Halotron and the Company's 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. 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 its
residential real estate joint venture (Ventana Canyon Joint
Venture) and regulatory and environmental matters that may have a
negative impact on sales or costs.
5. 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.
6. 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
and claims made by or against the Company relative to patents or
property rights.
18
<PAGE>
7. Integration of new customers and the ability to meet additional
production and delivery requirements resulting from the
Acquisition.
8. The results of the Company's periodic review of impairment issues
under the provision of SFAS No. 121.
9. The dependence upon a single facility for the production of most
of the Company's products.
19
LONG-TERM PRICING AGREEMENT
This agreement is entered into as of the 12th day of December 1997.
BETWEEN
THIOKOL CORPORATION - PROPULSION GROUP
A Corporation of the State of Delaware with offices at
Thiokol Corporation
P.O. Box 707, M/S T40
Brigham City, UT 84302-0707
(hereinafter referred to as THIOKOL)
AND
AMERICAN PACIFIC CORPORATION
A Corporation of the State of Delaware with offices at
American Pacific Corporation
3370 Howard Hughes Parkway, Suite 300
Las Vegas, Nevada 89109
(hereinafter referred to as AMPAC)
WITNESSETH:
WHEREAS, American Pacific Corporation has announced their intentions to purchase
the ammonium perchlorate (AP) business of Kerr-McGee Chemical Corporation
(hereinafter referred to as Asset Purchase Agreement); and
WHEREAS, AMPAC desires the Federal Trade Commission not oppose the Asset
Purchase
Agreement; and
WHEREAS, approval of said Asset Purchase Agreement may result in AMPAC becoming
the single domestic source of aerospace quality AP; and
WHEREAS, THIOKOL desires long term price stability for its purchased AP
requirements for its solid rocket motor business; and
<PAGE>
WHEREAS, NASA also desires long term price stability.
NOW, THEREFORE, in consideration of the premises, covenants and conditions
contained herein, the parties agree as follows:
1. PURPOSE OF LONG-TERM AGREEMENT
a. This agreement is entered into to ensure THIOKOL an ongoing
domestic supply of aerospace quality AP that can be used in
the manufacture of sold rocket motors. This agreement is
intended to enhance each party's unique capabilities regarding
their understanding, manufacture, quality, cost, delivery and
use of AP for solid rocket motors.
b. The parties agree to issue and accept purchase orders that are
consistent with the terms of this agreement. The purchase
orders shall further define the rights and obligations of the
parties, including continued performance and/or termination.
The purchase orders issued by THIOKOL pursuant to this
agreement shall include, among other provisions mutually
acceptable to the parties, those provisions required by law
and regulation and any clauses of the prime contract that are
mandatory or necessary. Nothing contained herein is intended
to preclude either party from submitting proposals or
performing work not related to this agreement.
c. This agreement establishes that AP will be provided by AMPAC
as a commercial product as defined in FAR 2.101 and 52.202-1
and purchased in accordance with FAR Part 12 and 52.244-6.
d. The agreement is contingent on the satisfactory closing of
that certain Asset Purchase Agreement between AMPAC and
Kerr-McGee.
e. The parties agree to cooperate fully and exchange information
such that each can perform its obligations hereunder with
optimum effectiveness.
2. AMPAC'S RESPONSIBILITIES
a. Comply with the requirements, terms and conditions of all
THIOKOL purchase orders insofar as such requirements, terms
and conditions are consistent with this agreement and FAR Part
12 and 52.244-6.
b. Provide AP of the desired quality and quantity in accordance
with the terms of the purchase orders issued by Thiokol.
c. Provide, pursuant to FAR 15-804.5, information to Thiokol as
may be required and necessary to determine the reasonableness
of prices charged under this agreement.
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<PAGE>
d. Provide sufficient material to perform qualification testing
on all new and current programs.
e. Provide a manufacturing capability that support THIOKOL's
program needs.
f. Provide technical expertise to ensure an ongoing supply of AP.
g. In order to ensure product consistent and reliability, all
process or supplier changes shall be reviewed and approved by
THIOKOL before implementation, such approval not to be
unreasonably withheld.
3. THIOKOL'S RESPONSIBILITIES
a. Issue purchase orders that are consistent with this agreement
and obtain all purchased AP requirements from AMPAC to the
extent AMPAC can meet Thiokol's requirements with acceptable
AP.
b. Provide AMPAC with known and anticipated AP requirements
forecasts and program schedules.
4. [THIS MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND HAS BEEN FILED SEPARATELY]
5. PRICE VOLUME MATRIX
[THIS MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND HAS BEEN FILED SEPARATELY]
-3-
<PAGE>
6. REPROCESSED/RECLAIMED AP
The parties shall work closely together and exchange business and
technical information such that reprocessed and/or reclaimed AP may be
utilized in THIOKOL'S solid rocket motor business at a cost savings for
participating programs. Since there may be a limited supply, THIOKOL
shall be given the first right of first refusal to take advantage of
any available quantities of reprocessed or reclaimed AP.
7. LEGAL EFFECT OF AGREEMENT
The parties agree to abide by this agreement and the covenants
expressly contained herein. The business relationship that exists as a
result of this agreement is not to construed as a business partnership
under, nor governed by, the Uniform Partnership Act or the common law
of business partnerships. Neither party shall have authority to create
any obligations for the other.
8. DISPUTES
Controversies or claims arising out of or relating to this agreement
and its intended purchase orders, including any disagreements,
interpretations or disputes, shall first be submitted jointly to the
signatories of this agreement (or their successors) for settlement. A
joint decision of the signatories or their designees shall be the
disposition of such disagreement or dispute. If the signatories are
unable to jointly resolve a dispute within 15 days of when the parties
commence discussion of the dispute, the matter shall be submitted to an
EXECUTIVE COMMITTEE for final resolution. Such EXECUTIVE COMMITTEE
shall be composed of the senior executive or the designee of each party
and one independent member acceptable to the two senior executives or,
if no agreement regarding the third member can be reached in ten days,
then such member is to designated by the National Aeronautics and Space
Administration (NASA). A majority of the EXECUTIVE COMMITTEE is
sufficient to render a binding final decision. If necessary, any court
of competent jurisdiction may enforce the final decisions of the
EXECUTIVE COMMITTEE.
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<PAGE>
To the extent AP is required under any purchase order under a
Government contract subject to the Contract Dispute Act of 1978, this
agreement shall also be subject to said Act. Failure or the parties to
reach agreement as described above, on any request for equitable
adjustment, claim, appeal or action arising under or relating to this
agreement and its subsequent purchase orders and for which any
appropriate Government Contracting Offer has issued a final
determination and where such final determination has a bearing on this
agreement or any purchase order issued under this agreement, shall be a
dispute to be resolved in accordance with FAR 52.233-1. Thiokol agrees
to sponsor any reasonable claim brought by AMPAC under FAR 52.233-1 in
Thiokol's name and at AMPAC's expense.
Pending the resolution of any dispute or claim, AMPAC shall proceed
diligently with the performance of this agreement and all obligations
in accordance with the direction of the THIOKOL signatory or designee.
9. TERM AND TERMINATION OF AGREEMENT
Except as noted below, this agreement shall remain in effect for a
minimum of ten years following the effective date and may be extended
by the mutual agreement of the parties.
The parties agree to issue and abide by purchase orders that are
consistent with this agreement. Each Purchase order shall define the
rights of the parties with respect to continued performance and/or
termination.
10. PUBLICITY
No publicity or advertising relating to this agreement shall be
released without both parties prior written approval. Nothing in this
provision shall prohibit publication of price lists and discount
structures.
11. ASSIGNMENT
Neither party shall assign, nor in any manner transfer, its interests
or any part thereof in this agreement without the prior written consent
of the other party. Nothing in this provision shall prevent the
transfer of all or substantially all assets of either party to any
other entity.
12. FORCE MAJEURE
No party shall be liable for the consequences of any unforeseeable
event beyond its reasonable control not caused by the fault or
negligence of such party, that causes such party to be unable to
perform its obligations under this agreement (and which it has been
unable to overcome by the exercise of due diligence), including, but
not limited to, flood, drought, earthquake, storm, fire, pestilence,
lightning and other natural catastrophes, epidemic, war, riot, civil
disturbance or disobedience, strikes, labor dispute, or failure, threat
of failure, or sabotage of facilities, or any order, decree, or
injunction made by a court or public agency, In the event of the
occurrence of such a force majeure event, the
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<PAGE>
party unable to perform shall promptly notify the other party, shall
further use its best efforts to resume satisfactory performance as
quickly as possible, and shall suspend performance only for such period
of time as is necessary as a result of the force majeure event.
13. APPLICABLE LAW
The validity and performance of this agreement shall be governed by the
generally accepted laws acceptable to federal government contracts,
otherwise by the laws of the State of Utah.
14. ENTIRE AGREEMENT
This agreement, including attachments hereto, constitutes the entire
understanding between the parties and supersedes any prior oral or
written agreements with respect to the subject matter hereof. The
agreement shall not be modified unless agreed to in writing by both
parties. Under no circumstances will this agreement violate any
antitrust statutes.
15. ATTACHMENTS
a. The following attachment is applicable to this agreement:
EXHIBIT A: Ammonium Perchlorate price volume matrix dated 5
December 1997.
IN WITNESS WHEREOF, the parties hereto have executed this agreement effective as
of the date indicated on this first page.
AMERICAN PACIFIC CORPORATION THIOKOL CORPORATION PROPULSION GROUP
/s/ James P. Dyar /s/ Layne Winzeler
- ----------------------------- ------------------------------------
(Signature) (Signature)
James P. Dyar Layne Winzeler
- ----------------------------- ------------------------------------
(Type Name) (Type Name)
Vice President Director, Procurement
- ----------------------------- ------------------------------------
(Title) (Title)
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<PAGE>
EXHIBIT A
5-Dec-97
[THIS MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND HAS BEEN FILED SEPARATELY]
PARTNERSHIPPING AGREEMENT
This agreement is entered into as of (date to be signed)
BETWEEN
ALLIANT TECHSYSTEMS INCORPORATED
A Corporation of the State of Delaware with offices at
Alliant Techsystems Incorporated
P.O. Box 98
Magna, Utah 84044-0098
AND
WESTERN ELECTROCHEMICAL COMPANY (WECCO)
A Corporation of the State of Delaware with offices at
Western Electrochemical Company
P.O. Box 629
Cedar City, UT 84721
(hereinafter also referred to as "Subcontractor").
WITNESSETH:
WHEREAS, Alliant Techsystems Incorporated, (hereinafter referred to as the
"Customer") has issued a contract for the Delta III Program (hereinafter
referred to as the "Program"); and,
WHEREAS, the respective, unique technical capabilities of the parties complement
one another; and,
WHEREAS, by teaming together and utilizing the combined skills of the parties
will offer the ultimate customer the most advantageous combination of
capabilities to achieve the Program objectives;
NOW, THEREFORE, in consideration of the premises, covenants and conditions
contained herein, the parties agree as follows:
<PAGE>
1. PURPOSE OF PARTNERSHIPPING
a. This agreement is to enter into an arrangement to ensure an
ongoing supply of Ammonium Perchlorate (AP) that can be used
in the manufacture of solid rocket motors. This agreement is
intended to complement each other's unique capabilities and
offer the Government/Customer the best combination of
performance, cost and delivery for solid rocket motors.
b. The parties shall work closely together and exchange business
and technical information such that Alliant Techsystems can
perform with optimum effectiveness in the solid rocket motor
business. For this reason, the parties agree to cooperate
fully and exclusively with each other concerning the specific
acquisition.
c. Nothing contained herein is intended to preclude either party
from independently submitting proposals or performing work not
related to this mutual effort. WECCO agrees to provide
certified cost or pricing data to Alliant Techsystems in
conjunction with each procurement to the extent required by
Alliant Techsystems in order to satisfy statutory or
regulatory requirements or to verify that the price is fair
and reasonable. WECCO also agrees to sell AP to Alliant
Techsystems at fair market value.
d. Each party will assist the other, as necessary, and will exert
best efforts in meeting contract objectives.
e. Alliant Techsystems will make every practicable effort to
qualify WECCO AP for use on all new and current programs, to
include: Delta II, Titan IV SRMU, EELV, and Pegasus Programs.
Acceptance will be based on lowest total cost, test results
and customer feedback.
2. WECCO'S RESPONSIBILITIES
a. Support and adopt the Alliant Techsystems' Bacchus Supplier
Partnershipping Policy including continuous improvement
philosophy.
b. Have and maintain a supplier rating of 98% with a goal of
achieving 100%.
c. Flow chart work processes eliminating non-value added
processes and combining work processes in an effort to reduce
total costs within the partnership agreement.
d. Work towards increasing sales per employee, while decreasing
general and administration and overhead costs per year.
e. Identify and share total cost reduction ideas with Alliant
Techsystems.
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<PAGE>
f. Comply with the requirements, terms and conditions of the
purchase order. In order to ensure product consistency and
reliability, all process or supplier changes shall be reviewed
and approved by the parties to the partnershipping agreement
before implementation.
g. Develop, maintain, and ensure process controls are in place to
reduce product variation. Provide data to appropriate parties
in accordance with Alliant Techsystems requirements.
h. Maintain a cost accounting system that meets the approval of
DCAA.
i. Establish long term partnershipping agreements with subtiered
suppliers in those cases, if any, in which WECCO and Alliant
Techsystems agree that such agreements would be to their
mutual advantage.
j. Take appropriate steps to become a certified supplier.
k. Develop and maintain appropriate management systems to ensure
cost, quality, schedule and technical requirements are met.
l. Provide favorable long term pricing agreements with
exercisable options.
m. Share data as required or appropriate.
n. Assist with concurrent engineering.
o. Provide sufficient material to perform qualification testing
on all new and current programs.
p. Provide a manufacturing capability that supports Alliant
Techsystem's program needs.
q. Provide technical expertise to ensure an ongoing supply of AP.
r. Maintain a safe and environmentally friendly facility.
3. ALLIANT TECHSYSTEMS INCORPORATED RESPONSIBILITIES
a. Retain overall program responsibility.
b. Provide long term AP forecasts and program schedules as
anticipated from Alliant Techsystem's solid rocket motor
customers.
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<PAGE>
c. Eliminate unnecessary follow-on proposal effort by exercising
follow-on options to the extent reasonable and in accordance
with FAR requirements if and to the extent applicable.
d. Provide quarterly production status and future schedule
updates for materials covered under this agreement.
e. Consult with the Subcontractor regarding technical
requirements, schedule requirements and pricing strategies.
f. Work with potential customers to secure follow-on business and
provide annual business plans identifying opportunities for
new business that will mutually benefit both parties.
g. Provide SPC data requirements and analysis services as
appropriate. Update and review requirements to monitor
critical processes sufficient to meet process variation goals.
h. Provide technical support where cost saving opportunities have
been identified, including design changes where appropriate to
enhance quality productivity and profit margins.
i. Provide training necessary to assist WECCO in becoming a
certified supplier.
4. PERFORMANCE
a. Following successful qualification testing and customer
approval, Alliant Techsystems Incorporated will award WECCO, a
subcontract for the specified work identified with mutually
acceptable terms and conditions and the applicable
requirements of the Federal Acquisition Regulation
(particularly Parts 6, 15 and 17) shall be satisfied.
b. The subcontract shall include, among other provisions mutually
acceptable to the parties, those provisions required by law
and regulation and clauses of the prime contract that are
mandatory or necessary for incorporation into subcontracts.
c. In the event a disagreement between the parties to the
partnershipping agreement is not resolved through good faith
negotiations within a reasonable time, but not exceeding
thirty (30) days from the date of award of the prime contract,
either party shall have the right, without prejudice, to enter
into agreements with others for the subcontract work after
discussions and notification of the other party.
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<PAGE>
5. PROTECTION OF SENSITIVE DATA
a. Each party agrees not to disclose sensitive financial or
competitive data to unauthorized parties. However, neither
party shall be liable for the inadvertent or accidental
disclosure of such information if a disclosure occurs despite
the exercise of the same precautions as the party normally
takes to safeguard its own contractual data.
b. During the terms of this agreement, it may be necessary for
either party to disclose proprietary information to the other.
With respect to such information, a separate proprietary
agreement shall be created to identify and protect such data.
Such data must be in writing and clearly identified as
proprietary information or marked with a notice stating
restrictions as to its use.
6. SECURITY
To the extent the parties' obligations involve access to information
classified "Top Secret", "Secret", or Confidential", FAR provisions
52.204-2 shall apply.
7. LEGAL EFFECT OF PARTNERSHIPPING AGREEMENT
The parties agree that no legal relationship of any kind exists as a
result of the agreement other than the covenants expressly contained
herein. This is not to be construed as a business partnership under,
nor governed by, the Uniform Partnership Act or the common law of
business partnerships. Neither party shall have authority to create any
obligations for the other except to the extent stated herein. The
parties agree that this agreement may be made known to the Customer.
8. TERM AND TERMINATION OF PARTNERSHIPPING AGREEMENT
a. This agreement shall remain in effect as long as the current
Delta III contract, including options, with McDonnell Douglas
remains in effect, unless terminated earlier by one of the
following events:
(i) The Customer terminates or cancels the procurement or
does not award follow-on contracts or exercise
options.
(ii) The Customer awards the prime contract to other than
Alliant Techsystems Incorporated.
(iii) The parties dissolve the agreement by mutual consent.
(iv) One of the parties petitions for bankruptcy or
reorganization under bankruptcy laws, or makes an
assignment for the benefit of creditors.
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<PAGE>
(v) The Customer directs Alliant Techsystems to have the
subcontracted work performed by other than the
Subcontractor specified herein.
(vi) The Customer eliminates or substantially reduces the
Subcontractor work contemplated hereby.
(vii) Other valid, compelling reason by either of the
parties to terminate the Agreement, e.g., debarment,
suspension, or criminal investigation of a party;
change in legal status due to merger or sale of one
of the entities; unsatisfactory performance of a
party; etc.
9. PUBLICITY
No publicity or advertising relating to this partnershipping agreement
shall be released by the Subcontractor without Alliant Techsystems'
prior approval.
10. ASSIGNMENT
Neither party shall assign, nor in any manner transfer, its interests
or any part thereof in this agreement to others without written consent
of the other party.
11. ATTACHMENTS
a. The following attachments are applicable to this Agreement
(i) Exhibit A: Listing of Delta III Materials and
Pricing Matrix
(ii) Exhibit B: Listing of Delta II Materials and
Pricing Matrix (applicable only if
WECCO supplied AP qualifies)
(iii) Alliant Techsystems Supplier Partnershipping Policy
12. ENTIRE AGREEMENT
This agreement, including attachments hereto, constitutes the entire
understanding between the parties and supersedes any prior oral or
written agreements with respect to the subject matter hereof. The
agreement shall not be modified unless agreed to in writing by both
parties. Under no circumstances will this agreement violate any
antitrust statutes or override any requirements, terms and conditions
of the purchase order that this partnershipping agreement supplements.
-6-
<PAGE>
13. APPLICABLE LAW
The validity and performance of this agreement shall be governed by the
law of the federal government contracts, if applicable; otherwise by
the laws of the State of Utah.
IN WITNESS WHEREOF, the parties hereto have executed this partnershipping
agreement effective as of the date indicated on the first page.
WESTERN ELECTROCHEMICAL CO. (WECCO) ALLIANT TECHSYSTEMS INCORPORATED
(Subcontractor) (Customer)
By:/S/ JAMES J. PEVELER By: /S/ SIDNEY R. CONRAD
-------------------- ------------------------------------
(Signature) (Signature)
JAMES J. PEVELER S.R. CONRAD
-------------------- ------------------------------------
(Type Name) (Type Name)
PRESIDENT MANAGER/MATERIAL CENTER OF EXCELLENCE
-------------------- -------------------------------------
(Title) (Title)
-7-
<PAGE>
AMERICAN PACIFIC CORPORATION
November 24, 1997
Dave Peet
Director of Material Acquisition
Alliant Techsystems Inc.
Bacchus Works
Magna, UT 84044-0098
Dear Mr. Peet:
We have appreciated very much the supportive discussions that we have had
concerning the impacts of the pending Asset Purchase Agreement between AMPAC and
Kerr-McGee. We certainly understand Alliant's desire, and need, for appropriate
assurances as to pricing methodology that will be used by AMPAC in the future.
To that end, please be assured that you can rely on the following undertakings
by AMPAC:
1. The Strategic Partnering Agreement between AMPAC's WECCO Division and
Alliant that is based on discussions that began in Fall of 1992, and
that was concluded in the Summer of 1993, remains, and will remain, a
long-term commitment of AMPAC. It is our intent and expectation that
both parties will be faithful to those commitments.
2. In periods beyond the term of the Strategic Partnering Agreement, or
within its terms when pricing has not by this date been definitively
established, you may rest assured that AMPAC will establish the
ammonium perchlorate price on the following basis:
* [THIS MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY]
* The price of ammonium perchlorate will be established and
maintained at a fair and reasonable level.
* AMPAC will not seek profits from its ammonium perchlorate
operations that are beyond a reasonable level.
* AMPAC's ammonium perchlorate pricing will comply both
procedurally and substantively with applicable provisions of
FARS and the DOD and NASA FAR
<PAGE>
Supplements. Such compliance will include the subject matters
of cost, profit and compensation as governed by the foregoing
Regulations and related Guidelines.
* AMPAC will offer the same prices to its different ammonium
perchlorate customers, subject only to reasonable variations
based on quality, volume and ascertainable cost
considerations.
* AMPAC will engage in continuous cost reduction and control
efforts, and will share appropriate information with Alliant
concerning suggestions from Alliant in the spirit of the
Strategic Partnering Agreement.
* Alliant will be provided with appropriate information
concerning AMPAC's ammonium perchlorate costs.
We look forward to continuing improvements in our relationship with Alliant, and
reiterate our commitment to the conduct of that relationship in full harmony
with both the letter and the spirit of that Agreement.
Sincerely yours,
/S/ JOHN R. GIBSON
- ------------------
John R. Gibson
President & CEO
-2-
<PAGE>
EXHIBIT B
ALL ALLIANT PROGRAMS
AMMONIUM PERCHLORATE
[THIS MATERIAL HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN
FILED SEPARATELY]
-4-
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XX TEXT TO FOLLOW
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0
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<SALES> 25,387
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