UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: OCTOBER 2, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ______________ to ________________
COMMISSION FILE NUMBER 0-1298
ADVANCED TECHNICAL PRODUCTS, INC.
(Exact name of Issuer as Specified in Its Charter)
DELAWARE 11-1581582
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
200 Mansell Ct. East, Suite 505, Roswell, Georgia 30076
(Address of Principal Executive Offices)
(770) 993-0291
(Issuer s Telephone Number, Including Area Code)
________________________________________________
(Former Address, if Changed Since Last Report)
Indicate by check mark whether the Registrant (1) filed all reports required to
be filed by Section 13 of 15(d) of the Securities Exchange Act during the past
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 [ ]
The aggregate number of shares of Common Stock outstanding as of November 9,
1998 was 5,312,644.
<PAGE>
ADVANCED TECHNICAL PRODUCTS, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements ............................................ 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
General ......................................................... 10
Results of Operations ........................................... 10
Financial Condition and Liquidity ............................... 11
Recent Accounting Pronouncements ................................ 12
Year 2000 Issues ................................................ 12
Forward Looking Statements - Cautionary Factors ................. 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ............................................... 13
Item 2. Changes in Securities and Use of Proceeds ....................... 13
Item 3. Defaults Upon Senior Securities ................................. 13
Item 4. Submission of Matters to a Vote of Security Holders ............. 13
Item 5. Other Information ............................................... 13
Item 6. Exhibits and Reports on Form 8-K ................................ 14
Page 2 of 15
<PAGE>
ADVANCED TECHNICAL PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
-------------------------- -------------------------
October 2, October 3, October 2, October 3,
1998 1997 1998 1997
------- ------- -------- -------
<S> <C> <C> <C> <C>
Revenues .......................................................... $47,801 $28,608 $118,246 $80,540
Cost of sales ..................................................... 36,570 21,866 90,863 61,806
------- ------- -------- -------
Gross profit ............................................... 11,231 6,742 27,383 18,734
General and administrative and other expenses ..................... 7,102 4,489 19,319 14,109
------- ------- -------- -------
Operating income ........................................... 4,129 2,253 8,064 4,625
Interest expense .................................................. 960 600 2,597 1,585
------- ------- -------- -------
Income before taxes ........................................ 3,169 1,653 5,467 3,040
Income tax provision .............................................. 1,220 636 2,105 1,170
------- ------- -------- -------
Net income ................................................. $ 1,949 $ 1,017 $ 3,362 $ 1,870
======= ======= ======== =======
Earnings per share:
Basic ...................................................... $ 0.36 $ 0.25 $ 0.63 $ 0.46
======= ======= ======== =======
Diluted .................................................... $ 0.35 $ 0.24 $ 0.60 $ 0.44
======= ======= ======== =======
Weighted average number of common shares outstanding:
Basic ...................................................... 5,311 3,944 5,250 3,944
======= ======= ======== =======
Diluted .................................................... 5,542 4,134 5,508 4,134
======= ======= ======== =======
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
Page 3 of 15
<PAGE>
ADVANCED TECHNICAL PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF OCTOBER 2, 1998 AND DECEMBER 31, 1997
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
OCTOBER 2, DECEMBER 31,
ASSETS 1998 1997
------ ----------- ----
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents ..................................................................... $ 1,288 $ 494
Accounts receivable (net of allowance for doubtful accounts of $729 and $449
as of October 2, 1998 and December 31, 1997) .............................................. 27,738 23,417
Inventories and costs relating to long-term contracts and programs in
in process, net of progress payments ...................................................... 42,248 34,633
Prepaid expenses .............................................................................. 1,111 923
Deferred income taxes ......................................................................... 759 961
--------- --------
Total current assets ...................................................... 73,144 60,428
--------- --------
NONCURRENT ASSETS:
Property, plant and equipment .................................................................. 35,066 25,709
Less-accumulated depreciation .................................................................. (10,628) (8,150)
--------- --------
Net property, plant and equipment ......................................... 24,438 17,559
--------- --------
Deferred income taxes .......................................................................... 225 62
Other assets ................................................................................... 9,965 7,635
--------- --------
Total assets .............................................................. $ 107,772 $ 85,684
========= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable .............................................................................. $ 11,445 $ 12,003
Accrued expenses .............................................................................. 10,147 7,637
Current portion of capital lease obligation ................................................... 254 150
Short-term debt ............................................................................... 29,754 19,430
--------- --------
Total current liabilities ................................................. 51,600 39,220
LONG-TERM LIABILITIES:
Long-term debt, net of current portion ........................................................ 20,201 16,678
Capital lease obligation, net of current portion .............................................. 2,080 325
Other liabilities ............................................................................. 1,996 1,967
--------- --------
Total liabilities ......................................................... 75,877 58,190
Mandatorily redeemable preferred stock, 8% cumulative, $1.00 par value,
1,000,000 shares authorized, issued and outstanding ........................................... 1,000 1,000
SHAREHOLDERS' EQUITY:
Preferred stock, undesignated, 1,000,000 shares authorized, no shares issued and outstanding .. -- --
Common stock, $.01 par value, 30,000,000 shares authorized, 5,312,203 and 5,220,052 shares
issued and outstanding as of October 2, 1998 and as of December 31, 1997, respectively .... 53 52
Additional paid-in capital .................................................................... 17,603 16,506
Retained earnings ............................................................................. 13,679 10,376
Less-
Notes receivable from officers ............................................................ (135) (135)
Accumulated other comprehensive income - additional minimum pension liability ............. (305) (305)
--------- --------
Total shareholders' equity ................................................ 30,895 26,494
--------- --------
Total liabilities and shareholders' equity ................................ $ 107,772 $ 85,684
========= ========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
Page 4 of 15
<PAGE>
ADVANCED TECHNICAL PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>
Nine Months Ended
------------------------
October 2, October 3,
1998 1997
-------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ....................................................... $ 3,362 $ 1,870
Adjustments to reconcile net income to net cash used in
operating activities -
Depreciation and amortization ................................. 2,692 879
Deferred income taxes, net .................................... 164 (25)
(Increase) decrease in accounts receivable .................... (3,004) 2,689
Increase in inventories ....................................... (7,113) (7,708)
Increase in prepaids .......................................... (178) --
(Increase) decrease in other noncurrent assets ................ 243 (559)
Increase (decrease) in accounts payable ....................... (1,550) 2,667
Increase (decrease) in accrued expenses ....................... 2,489 (784)
-------- -------
Net cash used in operating activities ..................... (2,895) (971)
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ............................................. (7,488) (665)
Cash payments for businesses acquired, net of cash acquired ...... (1,377) --
-------- -------
Net cash used in investing activities ..................... (8,865) (665)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds of borrowings ........................................... 20,782 2,486
Repayment of borrowings .......................................... (8,052) (1,722)
Proceeds from exercise of common stock options and warrants ...... 14 --
Cash dividends paid .............................................. -- (40)
Payments under capital lease obligations ......................... (190) --
-------- -------
Net cash provided by financing activities ................. 12,554 724
-------- -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ....................... 794 (912)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ............................. 494 1,059
-------- -------
CASH AND CASH EQUIVALENTS, END OF PERIOD ................................... $ 1,288 $ 147
======== =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest ........................................... $ 2,951 $ 1,658
======== =======
Cash paid for income taxes ....................................... $ 1,359 $ 1,518
======== =======
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
Page 5 of 15
<PAGE>
ADVANCED TECHNICAL PRODUCTS, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited Condensed Consolidated Financial Statements of
Advanced Technical Products, Inc. and Subsidiaries (the "Company" or "ATP") have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation
have been included. Operating results for the quarter and nine months ended
October 2, 1998 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1998. For further information, refer
to the consolidated financial statements and footnotes thereto included in the
Company's Form 10-K for the fiscal year ended December 31, 1997.
2. FORMATION OF THE COMPANY
On October 31, 1997, TPG Holdings, Inc. ("TPG") merged with Lunn
Industries, Inc. ("Lunn"), forming Advanced Technical Products, Inc. Former TPG
and Lunn common shareholders received 8.3028 and 0.1 shares of ATP stock,
respectively, in exchange for each share of the former companies' stock. The
merger agreement specified that 50% of the common stock to be delivered to each
former TPG common shareholder would be held in escrow subject to cancellation
pending the results of TPG's 1997 operations versus net income targets
designated in the agreement. TPG's 1997 net income exceeded the maximum target,
and all of the escrowed shares were released to the former TPG shareholders in
April, 1998.
The operating results of Lunn have been included in the Company's
consolidated financial statements since the date of the acquisition. The
following table presents unaudited pro forma consolidated operating results for
the Company for the quarter and nine months ended October 3, 1997 as if the Lunn
acquisition had occurred on January 1, 1997 (in thousands, except per share
amounts):
QUARTER ENDED NINE MONTHS ENDED
OCTOBER 3, 1997 OCTOBER 3, 1997
--------------- ---------------
Revenues .............................. $ 34,732 $ 97,390
Net income ............................ 1,475 2,639
Earnings per share - basic ............ 0.28 0.49
Earnings per share - diluted .......... 0.26 0.47
The unaudited pro forma consolidated operating results of the Company are
not necessarily indicative of the operating results that would have been
achieved had the merger been consummated at the beginning of the period
presented, and should not be construed as representative of future operating
results.
Page 6 of 15
<PAGE>
3. INVENTORIES
Inventories at October 2, 1998 and December 31, 1997 consisted of the
following (in thousands):
OCTOBER 2, DEC. 31,
1998 1997
-------- --------
Finished goods ......................... $ 1,119 $ 1,236
Work in process ........................ 28,767 18,035
Raw materials .......................... 23,870 24,297
Progress payments ...................... (11,508) (8,935)
-------- --------
Total inventories ................... $ 42,248 $ 34,633
======== ========
4. DEBT
Debt is summarized as follows (in thousands):
OCTOBER 2, DEC. 31,
1998 1997
------- ---------
Short-term debt:
Revolving loans .............................. $25,999 $17,367
Current maturities of long-term debt ......... 3,755 2,063
------- -------
$29,754 $19,430
======= =======
Long-term debt:
Term and equipment loans ..................... $19,633 $12,500
Deferred obligation .......................... 500 3,000
Bond payable ................................. 2,450 2,473
Other long-term debt ......................... 1,373 768
------- -------
Total long-term debt ................... 23,956 18,741
Less current portion ......................... 3,755 2,063
------- -------
Long-term debt, net of current portion .... $20,201 $16,678
======= =======
In March, 1998, the Company refinanced its revolving and term loans,
consolidating them with one lending institution. The financing agreement was
amended in June, 1998 to increase the capital expenditure facility from $3.0
million to $5.0 million. The Company's new credit facility totals $50.0 million
consisting of: (1) $27.0 million of revolving credit against eligible receivable
and inventory balances, (2) an $18.0 million term loan and (3) a $5.0 million
capital expenditure facility. In connection with the refinancing, proceeds from
the new loans were used in March, 1998 to retire the deferred obligation of $3.0
million which existed at December 31, 1997.
The loans are secured by collateral consisting of substantially all of
the Company's assets including inventory, equipment, receivables, general
intangibles, investment property and real property. The interest rates on the
revolving and term loans are set quarterly based on the Company's performance
against debt-to-earnings ratios specified in the agreement. Interest rates may
range from LIBOR (the London Interbank Offered Rates) plus 2.25% to LIBOR plus
1.0% on the revolving loan and from LIBOR plus 2.75% to LIBOR plus 1.5% on the
term and equipment loans. The rates in effect for the second and third quarters
were LIBOR plus 2.0% on the revolving loan and LIBOR plus 2.5% on the term and
equipment loans. Interest is paid monthly in arrears on all loans. The initial
term of the new credit facility extends to December 31, 2000.
Page 7 or 15
<PAGE>
5. EARNINGS PER SHARE
Earnings per share ("EPS") are calculated as follows (in thousands, except
per share amounts):
<TABLE>
<CAPTION>
QUARTER ENDED NINE MONTHS ENDED
-------------------- --------------------
OCT. 2, OCT. 3, OCT. 2, OCT. 3,
1998 1997 1998 1997
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net income .............................. $ 1,949 $ 1,017 $ 1,413 $ 853
Less: preferred stock dividends accrued (20) (20) (60) (60)
------- ------- ------- -------
Net income available for common shares
(same for both basic and diluted
EPS calculation) ...................... $ 1,929 $ 997 $ 3,302 $ 1,810
======= ======= ======= =======
Weighted average number of common
shares outstanding:
--Basic ................................. 5,311 3,944 5,250 3,944
Add: assumed stock conversions, net of
assumed treasury stock purchases:
--stock options ................. 200 190 222 190
--stock warrants ................ 31 -- 36 --
------- ------- ------- -------
--Diluted ................................ 5,542 4,134 5,508 4,134
======= ======= ======= =======
Basic EPS ..................................... $ 0.36 $ 0.25 $ 0.63 $ 0.46
======= ======= ======= =======
Diluted EPS ................................... $ 0.35 $ 0.24 $ 0.60 $ 0.44
======= ======= ======= =======
</TABLE>
6. ACQUISITION
On May 29, 1998, the Company acquired all of the capital stock of
Brigantine Aircraft, a manufacturer of honeycomb products and engineered panels
located in France. The acquired company, renamed Alcore Brigantine, will operate
as a subsidiary of Alcore, Inc., a wholly owned subsidiary of the Company. The
Company anticipates that the acquisition will expand its access to the European
aerospace and commercial markets. The acquisition has been accounted for using
the purchae method of accounting and the Company's condensed consolidated
financial statements include the operating results for Alcore Brigantine since
the date of the acquisition. Pro forma results of operations assuming the
acquisition was made as of the beginning of the respective periods are not
material to the Company's consolidated operating results for the nine month
periods ended October 2, 1998 and October 3, 1997. Also, the Company does not
anticipate that Alcore Brigantine's operations will materially impact ATP's
consolidated operating results for 1998.
Page 8 of 15
<PAGE>
7. COMPREHENSIVE INCOME
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income." This statement
establishes items that are required to be recognized under accounting standards
as components of comprehensive income. Statement 130 requires, among other
things, that an enterprise report a total for comprehensive income in financial
statements of interim periods issued to shareholders. For the three and nine
month periods ended October 2, 1998 and October 3, 1997, the Company's
consolidated comprehensive income does not differ materially from the
consolidated net income set forth on the accompanying condensed consolidated
statements of income.
Page 9 of 15
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the Condensed Consolidated Financial Statements and Notes thereto included
elsewhere herein.
GENERAL
On October 31, 1997, TPG merged into Lunn under the name "Advanced
Technical Products, Inc." Immediately after the merger, the former stockholders
of Lunn owned approximately 26% of ATP and the former TPG stockholders owned
approximately 74% of ATP. For accounting purposes, the merger was treated as a
purchase of Lunn by TPG and the results of operations of Lunn since November 1,
1997 have been included in the consolidated financial statements of ATP.
RESULTS OF OPERATIONS
QUARTER AND NINE MONTHS ENDED OCTOBER 2, 1998 COMPARED WITH THE QUARTER AND
NINE MONTHS ENDED OCTOBER 3, 1997
Revenues for the third quarter increased $19.2 million, or 67.1% from $28.6
million in 1997 to $47.8 million in 1998. Revenues for the nine months increased
$37.7 million, or 46.8% from $80.5 million in 1997 to $118.2 million in 1998.
The increase in revenue in 1998 over 1997 was primarily attributable to the
following factors: (i) revenues of $6.4 million (third quarter) and $22.2
million (nine months) for Lunn operations which were included in 1998, but not
included in the results reported through the third quarter of 1997, which was
prior to the merger, (ii) increased shipments of Natural Gas Vehicle ("NGV")
fuel tanks and related products, (iii) increased sales on new aerospace /
defense programs, including new C-17 and chemical defense contracts, and (iv)
increased shipments on shelter contracts. These increases were partially offset
by reduced sales of ordnance products resulting from the substantial completion
of a major ordnance delivery system contract in early 1998.
Gross profit as a percent of revenues was 23.5% in the third quarter of
1998, compared to 23.6% in the third quarter of 1997. The gross profit
percentage for the nine month period in 1998 of 23.2% was substantially
unchanged compared to the 23.3% for the same period in 1997.
General and administrative and other expenses increased $2.6 million, or
58.2%, for the third quarter of 1998 and $5.2 million, or 36.9%, for the nine
month period in 1998, again reflecting the addition of Lunn's operations
following the merger. As a percent of revenues, general and administrative and
other expenses decreased from 15.7% in 1997 to 14.9% in 1998 for the quarter,
and from 17.5% in 1997 to 16.3% in 1998 for the nine months.
Interest expense in 1998 increased $0.4 million for the quarter and $1.0
million for the nine months, reflecting an increase in average loan balances as
a result of (i) debt assumed from Lunn in the merger and (ii) higher working
capital and capital expenditures requirements driven by increasing revenue
volume anticipated during the remainder of 1998 and beyond.
Income taxes increased $0.6 million for the quarter and $0.9 million for
the nine months in 1998 as a result of higher pre-tax earnings. The effective
tax rate was 38.5% for both years.
Page 10 of 15
<PAGE>
FINANCIAL CONDITION AND LIQUIDITY
Cash flow used in operations was $2.9 million for the first nine months of
1998 compared to $1.0 million for 1997. Working capital, excluding short-term
debt balances, increased $10.7 million in the first nine months of 1998 to $51.3
million. This increase was the result of (i) an increase of $7.1 million in
inventory, reflecting a build-up on several major aerospace composites programs
which are in the start-up phase, (ii) an increase of $3.0 million in accounts
receivable, reflecting the increased sales volume during the third quarter of
1998, (iii) $1.2 million of net working capital acquired in the acquisition of
Alcore Brigantine (see Notes to Condensed Consolidated Financial Statements) and
(iv) a net decrease in other working capital components of $0.6 million. Cash
flow of $8.9 million used in investing activities in the first nine months of
1998 was primarily the result of significant capital expenditures for (i)
equipment to meet anticipated production requirements for new aerospace
composites programs, (ii) the increase of NGV production capacity in
anticipation of an expanded market for NGV fuel tanks and (iii) equipment
necessary to enter the non-metallic core production business, which is expected
to complement the Company's existing product lines. Investing activities also
included cash payments made in connection with the Alcore Brigantine
acquisition.
In March, 1998, the Company refinanced its revolving and term loans,
consolidating them with one lending institution. The March loan agreements were
amended in June, 1998 to increase the capital expenditure line of credit
available to the Company. The $39.0 million credit facility in place prior to
the refinancing was replaced with a $50.0 million credit facility consisting of:
(i) a $27.0 million revolving credit line against eligible receivable and
inventory balances, (ii) an $18.0 million term loan and (iii) a $5.0 million
capital expenditure line of credit. The term loan is payable quarterly based on
a seven year amortization period. Interest rates will vary, depending on the
Company's performance, but should be favorable to the previous rates in effect
by at least one-half percentage point for the remainder of 1998. The new credit
facility will initially be in place for a period extending to December 31, 2000.
At October 2, 1998, the Company's backlog of orders and long-term contacts
was approximately $602 million, compared to $552 million at December 31, 1997.
The backlog includes firm released orders of approximately $209 million and $192
million at October 2, 1998 and December 31, 1997, respectively. The increase in
backlog reflects (i) a change in management's strategy during the past few years
of placing a greater emphasis on obtaining longer-term contracts, (ii) improved
economic conditions in the aerospace industry and (iii) the military's
commitment to combat chemical warfare.
As discussed above, the Company has made substantial capital expenditures
during the first nine months of 1998 which have been financed by a combination
of cash flows from operations and increased borrowings using the revolving and
equipment loan portions of the Company's credit facility.
The Company is continuing to look for opportunistic acquisition candidates
that will enhance its current operations. The timing, size or success of any
acquisitions and the resulting additional capital commitments are unpredictable.
The Company expects to fund future acquisitions primarily through a combination
of issuances of additional equity, working capital, cash flow from operations
and borrowings, including any unused portion of the credit facility. To the
extent new sources of financing are necessary to fund future acquisitions, there
can be no assurance that the Company can secure such additional financing if and
when it is needed or on terms deemed acceptable to the Company.
Management believes that cash flows from operations and the new $50 million
credit facility are adequate to sustain the Company's current operating level
and future short-term growth. However, should circumstances arise affecting cash
flow or requiring capital expenditures beyond those anticipated by the Company,
there can be no assurance that such funds will be available.
Page 11 of 15
<PAGE>
RECENT ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information," establishes revised
standards for the manner in which public business enterprises report information
about operating segments. The Company does not believe that this Statement will
significantly alter the segment disclosures it currently provides. The Statement
is effective for fiscal years beginning after December 15, 1997.
YEAR 2000 ISSUES
The Company is currently in the process of evaluating its computer hardware
and software systems to ensure such programs and systems will be able to process
transactions in the year 2000. The Company is also currently identifying other
equipment which contains embedded electronics that may render the equipment
inoperable in 2000 and is evaluating the plans of its material suppliers and
vendors to become Year 2000 compliant. This process includes the following
phases: identification and assessment of potential Year 2000 problems, analysis
of impact on critical business functions, prioritization, compliance plan
development, remediation and testing, and contingency plan development for
mission critical systems.
The Company anticipates it will have hardware and software critical to its
operations Year 2000 compliant before the end of 1999. The Company is currently
evaluating the time table upon which all other hardware, software, and equipment
can be made Year 2000 compliant and will target a date when the evaluation is
complete. Although it is not possible to accurately estimate the costs of this
information systems analysis at this time, the Company expects that such costs
will not be material to the Company's financial position or the results of
operations. There can be no assurance, however, that the Company, its suppliers
and vendors or their respective software vendors will complete all modifications
to all material information technology systems in a timely manner, or as to the
costs associated with the Company becoming Year 2000 compliant, or the costs of
the failure of any of the Company's vendors failing to become Year 2000
compliant.
FORWARD LOOKING STATEMENTS - CAUTIONARY FACTORS
This Report on Form 10-Q contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements are those that do
not state historical fact and are inherently subject to risk and uncertainties.
The forward-looking statements contained herein are based on current
expectations and entail various risks and uncertainties which could cause actual
results to differ materially from those projected in such forward-looking
statements. For additional information identifying such risks and uncertainties,
see the Company's 1997 Annual Report on Form 10-K (Item 7, under the heading
"Factors Affecting Future Operating Results").
Page 12 of 15
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Neither the Company nor any of its subsidiaries is a party to, nor is
their property the subject of, any material pending legal proceedings.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
A shareholder who wishes to make a proposal at the 1999 Annual Meeting of
Shareholders without complying with the requirements of the SEC's Rule 14a-8
(and therefore without including the proposal in the Company's proxy materials)
should notify the Company's Secretary, at the Company's principal executive
offices, of that proposal by March 22, 1999. If a shareholder fails to give that
notice by that date, then the persons named as proxies in the proxy cards
solicited by the Company's Board of Directors for that meeting will be entitled
to vote the proxy cards held by them regarding that proposal, if properly raised
at the meeting, in their discretion.
Page 13 of 15
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.34 -- Lease Agreement dated May 11, 1998 by and between George W.
Hendricks and Barbara J. Hendricks and the Lincoln Composites Division
of Advanced Technical Products, Inc.
27.1 -- Financial Data Schedule (for SEC use only).
(b) Reports on Form 8-K.
None.
Page 14 of 15
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ADVANCED TECHNICAL PRODUCTS, INC.
(Registrant)
Dated: November 16, 1998 By: /s/ GARRETT L. DOMINY
Garrett L. Dominy
Garrett L. Dominy, Executive Vice
President, Chief Financial and
Accounting Officer, Treasurer and
Assistant Secretary
Page 15 of 15
<PAGE>
EXHIBIT INDEX
10.34 -- Lease Agreement dated May 11, 1998 by and between George W.
Hendricks and Barbara J. Hendricks and the Lincoln Composites Division
of Advanced Technical Products, Inc.
27.1 -- Financial Data Schedule (for SEC use only).
EXHIBIT 10.34
LEASE
THIS LEASE, dated for reference purposes as May 11, 1998 is made and entered
into by and between George W. Hendricks and Barbara J. Hendricks, hereinafter
called "Lessor", and ADVANCED TECHNICAL PRODUCTS, a Delaware corporation
qualified to do business in Nebraska, by and through its division, LINCOLN
COMPOSITES, hereinafter called "Lessee", WITNESSETH:
1. PREMISES LEASED: Subject to the terms and conditions herein contained, the
Lessor hereby leases to the Lessee the following described premises, hereinafter
called the "premises", to wit:
6801 Cornhusker Highway
Hendricks 2nd Addition, Lot 1,
Lancaster County, Nebraska
2. TERM: This lease shall become effective on May 11, 1998 and shall continue,
for an initial term of 7 months and 21 days ending December 31, 1998, but
automatically renewing for successive six months terms thereafter until June 30,
2013, unless: (i) Lessee has terminated the Lease by giving at least 60 days
written notice prior to the end of any term.
3. USE: The Lessee shall use and occupy the premises for a warehouse and related
activities and manufacturing and related activities and for no other purpose.
The Lessee shall not use the premises nor permit them to be used for any
unlawful business or purpose whatsoever.
4. RENTAL: The Lessee shall pay to the Lessor rent, in monthly installments on
the 1st day of each month throughout the term of this Lease. Payment of rent is
to be received by the Lessor on or before the 15th day of each calendar month.
The following chart reflects the rents payable for all terms, including initial
term and renewals.
RENT / SQ.
FT. # OF MONTHS DATES MONTHLY RENT FOR PREMISES
--- ----------- ----- -------------------------
$4.20 1-62 5/1/98 - 6/30/2003 $17,150
$4.64 63-122 7/1/2003 - 6/30/2008 $18,947
$5.12 123-182 7/1/2008 - 6/30/2013 $20,907
SECURITY DEPOSIT: No Security Deposit shall be paid in connection with this
Lease.
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5. UTILITIES AND OTHER SERVICES: The Lessor shall not be required to furnish to
the Lessee any utilities or services of any kind.
6. REPAIR AND MAINTENANCE: The Lessee shall, at his sole expense, keep the
interior of the premises, including all windows, doors and glass, in as good
order and repair as it was upon the commencement of this lease, reasonable wear
and tear and damage by fire excepted. Lessee shall also maintain the premises in
a clean and orderly condition, and shall not cause the exterior of the building
or any part of the real property upon which the premises are situated to become
littered, disorderly or unsightly in any manner. The Lessor shall keep the
structural supports, exterior walls and roof of the building in good order and
repair. On default of Lessee in making such repairs, replacements or maintaining
a clean and orderly condition, Lessor may, but shall not be required to, make
such repairs, replacements or cleaning or shall take other necessary action for
Lessee's account, and the expense there of shall be payable of Lessee to Lessor
within ten days after written notice thereof. Any damage caused or repairs
necessitated with respect to the leased premises or the building and real
property of which the leased premises are a part, by excessive wear and tear
resulting from the operation of the business of Lessee, or from willful or
negligent acts on the part of Lessee, its employees, agents, invitees or
contractors, shall be the responsibility of Lessee and lessee shall reimburse
Lessor for any expense incurred in connection therewith.
7. CHARGES FOR UTILITIES: The Lessee shall pay all charges for gas, electricity,
light, heat, power, water and telephone used or supplied upon or in connection
with the premises and shall indemnify the Lessor against any liability on
account thereof. It is the intention that Lessee pay for all utilities for the
premises of any kind.
8. CONDITION OF PREMISES: Except with respect to completing the floor and
construction of one men's and one women's restroom and environmental conditions
that may exist on the premises including, but not limited to, soil and
groundwater contamination, the Lessee has examined the premises and is satisfied
with the "AS IS" physical condition thereof, including all equipment and
appurtenances, and his taking possession thereof shall be conclusive evidence of
his receipt thereof in good and satisfactory order and repair, unless otherwise
specified therein. Lessee acknowledges that no representation as to the
condition or repair of the premises has been made by or on behalf of the Lessor,
except as herein expressed, and likewise acknowledges that no agreement or
promise to decorate, alter, repair or improve the premises including all
equipment and appurtenances, either before or after the execution hereof, has
been made by or on behalf of the Lessor, except as stated herein. Except with
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respect to completing the floor, one men's and one women's restroom and
environmental conditions that may exist on the premises including, but not
limited to, soil and groundwater contamination, the occupancy by Lessee of the
leased premises shall constitute an acknowledgment by Lessee that the leased
premises are in the condition called for by this Lease and that Lessor has
performed all of the Lessor's work with respect thereto and that all
construction and/or remodeling required in accordance with the terms of this
Lease have been fully and satisfactorily completed in accordance with the terms
hereof. Lessee shall have the right, but not the obligation, to conduct
environmental investigations on the premises including, but not limited to, soil
and/or groundwater sampling at any time during the initial term or extension of
the Lease.
9. RESTRICTIONS ON ASSIGNMENT, SUBLETTING AND USE:
9.1 Assignment and Subletting. Lessee agrees not to assign or in any manner
transfer this Lease or any estate or interest therein without the previous
written consent of Lessor which consent should not be unreasonably withheld;
and, not to sublet the premises or any part or parts thereof or allow anyone to
come in with, through or under him without like consent. Any change in control
of Lessee shall be deemed a transfer, which will require prior written consent
of Lessor. Consent by the Lessor to one assignment of this Lease or to one
subletting or to any other occupancy of said premises shall not operate to
exhaust the Lessor's right hereunder.
9.2 Use. Lessee shall not use or permit the premises to be used for any
purpose other than as above stated, nor permit any change in occupancy or any
transfer of this Lease by operation of law or otherwise, nor make any
alterations, additions or improvements TO THE PREMISES, without the written
consent of the Lessor first obtained. Lessee will not invalidate any policies of
insurance now or hereafter in force with respect to said building and will pay
all extra insurance premiums if any, required on account of extra risk caused by
the Lessee's use of the premises. Any construction, remodeling, additions,
improvements or fixtures, except movable office furniture and trade fixtures,
shall be made or installed by the Lessee upon the premises only after the Lessor
has given written consent hereto, and shall become the property of the Lessor,
and shall remain and be surrendered in good condition with the premises as a
part thereof at the termination of this Lease, by lapse of time or otherwise. If
Lessor is required in its sole discretion to make alterations or improvements to
the premises as a result of the nature of Lessee's business, whether to comply
with the provisions of Paragraph 9 or otherwise, Lessee shall bear the cost
thereof. Lessee agrees to pay promptly for any work done or material furnished
in or about the premises and not to suffer or permit any lien to attach to the
premises and Lessee further agrees
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to cause any such lien or any claims therefor to be released promptly; provided,
however, that in the event lessee contests any such claim, lessee agrees to
indemnify and secure Lessor to Lessor's satisfaction. Notice is hereby given
that no mechanic's or materialmen's or other liens sought to be taken or vested
on the premises or the building of which the premises is a part shall in any
manner affect the right, title or interest of the Lessor therein, and that
Lessee shall have no authority from Lessor to permit or create any such lien. No
Items of any kind shall be stored or left for any period of time outside of the
confines of the leased premises without the prior written consent of Lessor.
Lessee shall maintain a constant temperature of no less than 35 degrees
Fahrenheit in the leased premises.
10. COMPLIANCE WITH LAW: The Lessee shall accomplish any construction or
remodeling with respect to the leased premises (including any plans relating
thereto), and shall keep the premises and operate his business therein, in a
manner which shall be in material compliance with all applicable laws,
ordinances, rules and regulations of the city, county, state and federal
government and any department thereof, will not permit the premises to be used
for any unlawful purpose, and will protect the Lessor and save Lessor and the
premises harmless from any and all fines and penalties that may result from or
be due to any infractions or non-compliance with such laws, ordinances, rules
and regulations, except where such fines or penalties relate to conditions
existing on the premises prior to the effective date of this Lease.
10.1 Use of Hazardous Materials. Lessee shall not allow non-controlled
release of hazardous materials as defined by the Environmental Protection
Agencies of the State and Federal Governments. Lessee shall keep the premises in
material compliance with any and all federal, state and local laws, ordinances
and regulations relating to industrial hygiene or to environmental conditions on
the premises; PROVIDED, HOWEVER, THAT LESSEE SHALL HAVE NO OBLIGATION OR
RESPONSIBILITY TO MAKE THE PREMISES COMPLIANT IF SUCH NON-COMPLIANCE EXISTED
BEFORE THE DATE OF THIS LEASE.
10.2 Indemnification. Lessee hereby agrees to indemnify and hold harmless
Lessor and any successors to lessor's interest, from and against any and all
claims, damages and liabilities arising in connection with the Lessee's
presence, use, storage, disposal or transport of any hazardous materials on,
from or about the premises or the property on which the premises are located,
from and after the date of this Lease. Lessor hereby agrees to indemnify and
hold harmless Lessee from and against any and all claims, damages and
liabilities arising in connection with the use, storage, disposal or transport
of any hazardous materials on, from or about the premises or the property on
which the premises are located prior to the date of this Lease or after the date
of this Lease if unrelated to Lessee's use, storage, disposal
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or transport of any hazardous materials. The indemnification obligations set
forth in this paragraph shall survive the termination or expiration of this
Lease.
10.3 Notice. Should Lessor or Lessee, during the term of this Lease, become
aware of any material non-compliance with any federal, state or local laws,
ordinances or regulations relating to industrial hygiene or to environmental
conditions on the premises, it shall immediately notify the other party. The
responsible party shall promptly take steps necessary to achieve material
compliance with such laws, ordinances or regulation.
11. TERMINATION PRIVILEGES UPON DAMAGE BY FIRE OR OTHER CASUALTY: In case the
premises, or any part there of, shall at any time be destroyed or damaged by
fire or other casualty, without the fault of the Lessee, so that the same shall
be unfit for use or occupancy, then the rent hereby reserved, or a fair and just
proportion thereof, according to the nature and extent of the damage sustained
in loss of use or occupancy, shall be suspended, cease to be payable and so
continue until the premises shall be rebuilt or made fit for use and occupancy.
If such damage to the premises or to the building in which the premises are
situated is to the extent of fifty percent (50%) or more, or, if the premises
have been damaged to the extent that they can no longer be utilized as an
integrated whole, then this Lease may be terminated at the election of the
Lessee or Lessor, notice of which election, if exercised, shall be given in
writing within forty-five (45) days from the date of casualty. In the event that
the building containing the premises is totally destroyed or work to put the
premises in tenantable condition is not commenced within forty-five (45) days
from the time of such damage and continued thereafter, with reasonable
diligence, all things being considered, then this Lease may be terminated at the
election of the Lessee, notice of which election, if exercised, must be given in
writing within sixty (60) days from the date of casualty or at any time
thereafter during the period of repair if the work to put the premises in
tenantable condition is not being pursued with reasonable diligence.
12. PERSONAL PROPERTY AT RISK OF LESSEE: Except as provided in paragraphs 10.2
and 26, all personal property in the premises shall be at the risk of the Lessee
only. Except as provided in paragraphs 10.2 and 26, the Lessor shall not be or
become liable for any damage to such personal property, to the premises or to
Lessee or any other persons or property as a result of water leakage, sewerage,
electric failure, gas or odors or for any damage whatsoever done or occasioned
by or from any plumbing, gas, water or other pipes or any fixtures, equipment,
wiring or appurtenances whatsoever, or for any damage caused by water, snow or
ice being or coming upon the premises, or for any damage arising from any act or
neglect of other tenants, occupants or employees of the building in which the
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premises are situated or arising by reason of the use of, or any defect in, said
building or any of the fixtures, equipment, wiring or appurtenances therein, or
by the act or neglect of any other person or caused in any other manner
whatsoever.
13. INSURANCE PROVIDED BY LESSEE: During the term of this lease, the Lessee
shall, at its own expense and with a company satisfactory to Lessor, provide and
maintain in full force and effect an insurance policy or policies protecting the
Lessor and Lessee and their officers and employees against any loss, liability
or expense from personal injury, death, property damage or otherwise arising or
occurring upon or in connection with the premises or by reason of the Lessee's
operations upon or occupancy of the premises. The Lessor shall be an additional
insured under such policy or policies. Such insurance shall be written by
responsible insurance companies satisfactory to the Lessor and shall be in an
amount not less then $500,000 for injuries to any one person, not less than
$1,000,000 for injuries to more than one person arising out of any one accident
or occurrence, and not less than $100,000 for damage to property. All such
policies shall contain endorsements waiving the insurer's rights of subrogation
against Lessor for any reason. Certificates of insurance showing compliance with
the foregoing requirements shall be furnished by the Lessee to the Lessor. Such
certificates shall state that policies will not be canceled nor altered without
at least ten (10) days prior written notice to the Lessor.
LESSEE SHALL MAINTAIN AT ALL TIMES DURING THE TERM OF THE LEASE, FIRE AND
EXTENDED COVERAGE INSURANCE ON THE BUILDING AND IMPROVEMENTS OF WHICH THE
PREMISES ARE A PART IN AN AMOUNT ADEQUATE TO COVER THE COST OF REPLACEMENT IN
THE EVENT OF LOSS.
14. CONDEMNATION OF PREMISES: In the event that the whole of the demised
premises shall be condemned or taken in any manner for any public or
quasi-public use, this lease shall terminate as of the date of vesting of title.
In the event that either a portion of the premises or the building of which the
premises are a part is condemned or taken by eminent domain proceedings so as to
render the premises substantially unusable, then in such event. Lessee shall
have the right to cancel and terminate this agreement as of the date of such
taking upon giving to Lessor notice in writing of such election within thirty
(30) days after the receipt by Lessee from Lessor of written notice of such
appropriation or taking. In the event that only a part of the premises shall be
so condemned or taken and such taking shall not render the premises
substantially unusable, then, effective as of the date of vesting of title, the
rent hereunder for such part shall be equitably abated and this lease shall
continue as to such part not so taken. In the event that only a part of the
building shall be so condemned or taken, then if substantial structural
alteration or reconstruction of the building shall, in the reasonable opinion of
Lessor, be
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necessary or appropriate as a result of such condemnation or taking (whether or
not the premises be affected), lessor may, at its option, terminate this lease
and the term herein granted as of the date of such vesting of title by notifying
Lessee in writing within sixty (60) days following the vesting of title. Any
termination hereunder shall be without prejudice to the rights of either the
Lessor or the Lessee to recover compensation from such public authority for any
loss or damages caused by such taking. Neither Lessor nor Lessee shall have any
right in or to any award made to the other by such public authority; provided,
however, to the extent that Lessee is not allowed by local law to make a
recovery against such public authority, Lessor shall receive such condemnation
award and Lessee hereby expressly assigns to Lessor any and all right, title and
interest in and to such award.
15. LESSEE'S PAYMENT OF INCREASE IN TAXES: During the term of this Lease and any
extension of renewal thereof, the Lessee shall annually pay, as an additional
obligation hereunder, any increase in the amount of the regular real estate
taxes becoming due and payable during each year with respect to the land and
building of which the premises form a part over and above the amount of such
taxes that would have been due and payable based on the 1998 assessed value
prior to improvements made by Lincoln Composites. Such additional payment shall
be made within fifteen (15) working days after notice of payment by the Lessor.
A tax bill shall be sufficient evidence of the amount of any such taxes. If this
Lease or any extension or renewal thereof shall terminate on a date other than
the last day of the calendar year, then such tax payment shall be computed as
above provided on a prorate basis for that portion of the calendar year which
shall have elapsed up to and including such termination date.
16. LESSEE'S DEFAULT, BANKRUPTCY, ETC: Should a petition in bankruptcy be filed
by the Lessee, whether for reorganization, rehabilitation or otherwise, or
should the Lessee be adjudged bankrupt or insolvent by any court, or should a
trustee or receiver in bankruptcy or a receiver of any property of the Lessee by
appointed in any suit or preceding by or against the Lessee, this Lease shall
automatically terminate unless the Lessor shall waive such termination
provisions in writing delivered to the Lessee within fifteen (15) days after the
date when Lessor has received notice of such occurrence. Should default be made
by the Lessee in the payment of rental herein reserved, or any part thereof or
any other payments provided herein to be made, when and as herein provided; or
should Lessee make default in performing, fulfilling, keeping or observing any
of the Lessee's other covenants, conditions, provisions or agreements herein
contained after 30 days notice from the Lessor, or should the premises become
vacant or abandoned, or should this Lease by operation of law pass to any person
other than the Lessee, or should the leasehold interest be levied upon under
execution, then and in any of such events, the Lessor may, if the Lessor so
desires without demand or notice to the Lessee or any other person, at once
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declare this Lease had not been made, without prejudice, however, to any right
of actin or remedy of the Lessor in respect to any breach by the Lessee of any
of the covenants herein contained, including, but not limited to, all of those
remedies set forth hereinafter. Should any of the events hereinbefore specified
occur, whether or not Lessor has elected to terminate this Lease as provided
herein, the Lessor shall nevertheless have and is hereby given the right to
reenter the premises, with legal process, and to remove the Lessee's signs and
all property and effects of the Lessee or other occupants of said premises, and
if the Lessor so desired, to relet the premises or any part thereof AT THE FAIR
MARKET VALUE OF THE PREMISES, AND upon such terms, to such person or persons and
for such period or periods as may seem proper to the Lessor. In case of such
reletting, the Lessee shall be liable to the Lessor for the difference between
the rents and payments herein reserved and agreed upon for the residue of the
entire stipulated term of this Lease and the net rent for such residue of the
term realized by the Lessor by such reletting, such net rent to be determined by
deducting from the entire rent received by Lessor from such reletting the
expense of recovering possession, reletting, altering and repairing the premises
and collecting rent therefrom; and the Lessee here by agrees to pay such
deficiency each month as the same may accrue, the Lessee to pay to the Lessor,
within five (5) days after the expiration of each month during such residue of
the term, the difference between the rent and payment for said month as fixed by
this Lease and the net amount realized by the Lessor from the premises during
said month. At Lessor's option, and at any time after the occurrence of an event
of default as hereinbefore specified, whether or not the Lessor has collected
any additional rentals or monthly deficiencies after the occurrence of such
event of default, and whether or not the Lessor has elected to terminate this
Lease, the Lessor shall be entitled to recover from the Lessee, and the Lessee
shall pay to the Lessor, on demand, as and for liquidated and agreed to final
damages for the Lessee's default, an amount equal to the difference between the
rent and additional rent reserved hereunder for the unexpired portion of the
Lease term and the then fair and reasonable rental value or the leased property
for the same period. In the computation of such damages, the difference between
any installment of rent becoming due hereunder after the date of termination and
the fair and reasonable rental value of the leased property for the period for
which such installment was payable shall be discounted to the date of
termination at the rate of four percent (4%) per annum. If the premises or any
part thereof is relet by the Lessor for the unexpired term of this Lease, or any
part thereof, before presentation of proof of such liquidated damages to any
court, commission, or tribunal, the amount of rent reserved upon such reletting
shall be deemed prima facie to be the fair and reasonable rental value for the
part of the whole of the leased premises so relet during the term of the
reletting period.
17. ADDITIONAL PAYMENTS: All taxes, insurance premiums, costs and expenses which
the Lessee assumes or agrees to pay hereunder shall constitute contractual
obligations of Lessee hereunder,
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and in the event of nonpayment the Lessor shall have all of the rights and
remedies herein provided for in the case of nonpayment of rent or breach of
condition, and may consolidate such obligations or pursue remedies individually.
18. RULES AND REGULATIONS: The Lessee shall materially comply with all such
reasonable rules and regulations as do not conflict with the provisions of the
lease and as Lessor may establish uniformly through the building from time to
time provided that Lessee is notified in writing thereof.
19. SIGNS AND OTHER IDENTIFICATION: Except as required by federal, state or
local laws, regulations or ordinances, Lessee shall not place or erect any signs
or identifying marks, insignia or advertising on or about the leased premises on
the building or real property of which the leased premises are a part without
written approval of the Lessor, SUCH APPROVAL NOT TO BE WITHHELD UNREASONABLY.
20. SUBORDINATION OF LEASE TO MORTAGES: This lease shall be subject and
subordinate at all times to the lien of existing mortgages and of mortgages
which hereafter may be made a lien on the premises. Although no instrument or
act on the part of the Lessee shall be necessary to effectuate such
subordination, the Lessee will nevertheless execute and deliver such further
instruments subordinating this lease to the lien of any such mortgages as may be
desired by the mortgagee. The Lessee hereby irrevocably appoints the Lessor his
attorney-in-face to execute and deliver any such instruments for the Lessee.
Provided, however, and notwithstanding the foregoing provisions hereof, upon
foreclosure of the mortgage with the mortgagee succeeding to the rights of the
Lessor, the Lessee shall, at the option of said mortgagee, attorn to the
mortgagee as follows:
(a) Lessee shall be bound to the mortgagee under all of the terms of the lease
for the balance of the term hereof remaining with the same force and effect as
if the mortgagee were the Lessor under the lease, and Lessee hereby attorn to
the mortgagee as its Landlord, such attornment to be effective and
self-operative, without the execution of further instrument of the part of
either of the parties hereto, and immediately upon the mortgagee succeeding to
the interest of Lessor under this lease and having given written notice of the
same to Lessee. The respective rights and obligations of Lessee and of the
mortgagee upon such attornment shall to the extent of the remaining term of the
lease be the same as now set.
(b) The mortgagee shall be bound to the Lessee under all of the terms of this
lease, and the Lessee shall, from and after such event, have the same remedies
against the mortgagee for the breach of an
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agreement contained in this lease that the Lessee might have had under lease
against the Lessor hereunder. In no event, however, shall the mortgagee be
liable for any act or omission of any prior Lessor, be subject to any offsets of
defenses which Lessee might have against any prior Lessor, or be bound by any
rent or additional rent which the Lessee might have paid to any prior Lessor for
more than the current month.
21. SURRENDER INVALID UNLESS WRITTEN: No surrender of the premises for the
remainder of the term hereunder shall be binding upon the Lessor unless accepted
by the Lessor in writing. Without limiting the generality of the foregoing, it
is agreed that the receipt or acceptance of the keys to the premises by the
Lessor shall not constitute an acceptance of a surrender of the premises.
22. HOLDING OVER: IF LESSEE GIVES NOTICE OF TERMINATION AS PROVIDED IN SECTION
2, BUT REMAINS IN possession of the premises after the expiration of either the
original term of this lease or any extended term, such possession shall be as a
month-to-month tenant only. During such month-to-month tenancy, unless otherwise
agreed in writing by Lessor, rent shall be payable at one and one-half times the
rate as that in effect during the last month of the preceding term, and the
provisions of this Lease shall otherwise be applicable.
23. WAIVER: One or more waivers of any provision of this lease by the Lessor
shall not be construed as a waiver of a subsequent breach of the same provision,
and the Lessor's consent or approval to or of any act by the Lessee requiring
such consent or approval shall not be deemed to waive or render unnecessary the
Lessor's consent or approval to or of any subsequent similar act by the Lessee.
24. NOTICES: Any and all notices or demand required or permitted to be given
hereunder shall be deemed to be properly served if sent by registered or
certified mail, postage prepaid, or by facsimile, with transmission confirmed,
addressed to the Lessor at:
George W. Hendricks and Barbara J. Hendricks (Phone
420-6503)
6503 Long Tree Circle
Lincoln, Nebraska 68521
cc: David D. Zwart, Baylor, Evnen, Curtiss, Grimit & Witt
(Phone 475-1075)
206 South 13th Street, Suite 1200
Lincoln, Nebraska 68508
(Fax 475-9515)
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or addressed to the Lessee at: Advanced Technical Products
Lincoln Composites Division
4300 Industrial Ave.
Lincoln, Nebraska 68524
Phone 402-464-8211
FAX 402-464-2247
or at such other addresses as either party may hereafter designate in writing to
the other. Any notice or demand so mailed shall be effective for all purposes at
the time of deposit thereof in the United States mail.
25. NO OTHER AGREEMENTS: This Lease contains the entire understanding and
agreement of the parties, supersedes all prior understandings and agreements and
cannot be revised, adjusted or modified unless in writing signed by the party
against whom the same is to be enforced.
26. INDEMNIFICATION: Except for claims arising out of acts caused by the
negligence of Lessor or its representatives, Lessee shall indemnify and defend
Lessor and the leased property, at Lessee's expense, against all claims,
expenses and liabilities, including but not limited to reasonable attorneys'
fees incurred in successfully pursuing any of Lessor's legal remedies hereunder
or in defending itself in legal proceedings of any kind, arising from (a)
failure of Lessee to perform any covenant required to be performed by Lessee
hereunder; (b) any accident, injury or damage which shall happen in or about the
leased premises, or resulting from the condition, maintenance or operation of
the leased premises; (c) failure to comply with any requirements of any
governmental authority; (d) any construction lien or security agreement filed
against the leased premises or any equipment or material therein; and (e) any
act or negligence of Lessee, or its agents, contractors, employees or licensees.
Except for claims arising OUT of acts caused by the negligence of Lessee
or its representatives, Lessor shall indemnify and defend Lessee and the leased
property, at Lessor's expense, against all claims, expenses and liabilities,
including but not limited to reasonable attorney's fees incurred in successfully
pursuing any of Lessee's legal remedies hereunder or in defending itself in
legal proceedings of any kind, arising from (a) failure of Lessor to perform any
covenant required to be performed by Lessee hereunder; (b) any accident, injury
or damage which shall happen in or about the leased premises, or resulting from
the condition, maintenance or operation of the leased premises; (c) failure to
comply with any requirements of any governmental authority; (d) any construction
lien or security agreement filed against the leased premises or any equipment or
material therein; and (e) any act or negligence of Lessor, or its agents,
contractors, employees or licensees.
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27. EXPLANATORY PROVISIONS: The provisions of this lease shall be binding upon,
inure to the benefit of and apply to the respective heirs, executors,
administrators, successors and assigns of the parties hereto. The masculine
pronoun, wherever used, shall include the feminine and neuter, and the singular
shall include the plural. Headings are given to the paragraphs of this lease
solely as a convenience to facility reference and shall not be deemed material
or relevant to the construction of the lease or any provisions thereof.
IN WITNESS WHEREOF, the parties here to have executed this lease on the dates
set forth below.
Lessor
/s/ ROGER P. LEMPKE /s/ GEORGE W. HENDRICKS
Witness /s/ BARBARA HENDRICKS
Lessee
Advanced Technical Products
By: Lincoln Composites Division
/s/ ANN STUTHEIT By: /s/ JAMES E. FULLER
Witness James E. Fuller, President
Date: 5/4/98
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM CONDENSED CONSOLIDATED BALANCE SHEET AND INCOME STATEMENT AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> OCT-02-1998
<CASH> 1,288
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1,000
0
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