PART I
FORWARD LOOKING STATEMENTS
This annual report on Form 10-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the safe harbor created by those sections. These forward-looking statements include,
but are not limited to, statements about our business strategy and anticipated areas of, and basis for, growth, expectations of anticipated market conditions and our position to capitalize on such conditions, competition, competitive advantages, and
the business environment in which we operate, our expectations and estimates for, and the future actions associated with, our environmental remediation efforts, possible changes in environmental regulations that may be applicable to us, the effect
of accounting-related judgments and recent accounting standards on our financial statements, statements regarding our future operating results, profitability and capital expenditures, anticipated sources of, and trends in, revenue, including,
without limitation, statements in the sections entitled outlook herein, as well as expectations of timing, pricing, magnitude, nature, and delivery of orders for our products, and all plans, expectations and intentions contained in this
report that are not historical facts. Forward-looking statements are generally written in the future tense and/or are preceded or accompanied by words such as can, could, may, should, will,
would, expect, plan, anticipate, believe, estimate, future, or intend or the negative of these terms or similar words or expressions. Discussions
containing such forward-looking statements may be found throughout this report. Moreover, statements in Risk Factors, Managements Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in
this report that speculate about future events are forward-looking statements. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. Factors that
could cause actual results to differ materially from such forward-looking statements include the risks described in greater detail in Risk Factors in Item 1A of this report. All forward-looking statements in this document are made
as of the date hereof, based on current information available to us and based on our current expectations as of the date hereof, and, while they are our best prediction at the time that they are made, you should not rely on them. Except as otherwise
required by law, we undertake no obligation to update or revise any forward-looking statement to reflect new information, events or circumstances after the date hereof.
The terms Company, we, us, and our are used herein to refer to American Pacific Corporation and, unless the context otherwise makes clear the direct and indirect
subsidiaries and divisions of American Pacific Corporation. References to Fiscal 2013, Fiscal 2012, Fiscal 2011, Fiscal 2010, Fiscal 2009, Fiscal 2006, and Fiscal
2005 correspond to each of the related fiscal years in the period ended/ending September 30.
Item 1. Business (Dollars in
Thousands)
OUR COMPANY
American Pacific Corporation and its predecessors have been engaged in chemical manufacturing since 1955. We are a leading custom manufacturer of fine chemicals and
specialty chemicals within our focused markets. Through our Fine Chemicals segment, we supply active pharmaceutical ingredients (APIs) and registered intermediates to the pharmaceutical industry. Our Specialty Chemicals segment produces
various perchlorate chemicals and is the only North American producer of ammonium perchlorate (AP) which is the predominant oxidizing agent for solid propellant rockets, booster motors and missiles used in space exploration, commercial
satellite transportation and national defense programs. We produce clean agent chemicals for the fire protection industry, as well as electro-chemical equipment for the water treatment industry. Our products are designed to meet
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customer specifications and often must meet certain governmental and regulatory approvals. Our technical and manufacturing expertise and customer service focus has gained us a reputation for
quality, reliability, technical performance and innovation. Given the critical nature of our products, we maintain long-standing strategic customer relationships and generally sell our products through long-term contracts under which we are the
sole-source or limited-source supplier.
We maintain a leading market position in each of our focused markets, which are characterized by high barriers
to entry. Generally, these barriers include strategic customer relationships and long-term contracts, high switching costs due to intertwined technology between manufacturer and customer, a highly-specialized workforce, proprietary processes and
technologies, Underwriters Laboratories regulated products, regulatory factors, and manufacturing facilities that possess the necessary infrastructure to support potentially hazardous and technically challenging work.
Our focused markets require technically advanced, high quality products along with a strong service component as a result of the critical nature of the products
that we supply. Often our critical products are embedded within the final end-product and some of our products have been supported through customer-funded product development investments. As a result, we have developed strategic relationships with
our targeted customer base, which has led to our portfolio of sole-source and limited-source contracts. As the sole-source or limited-source supplier, we are generally the only contractor or one of only two contractors that has been qualified by the
customer and/or regulatory agency to provide the particular product. We believe these relationships enable us to maintain leading market positions in our respective target markets and will allow our business to grow significantly in the future
through the successful re-compete and/or expansion of existing contracts and the award of new contracts.
Our continuing operations comprise three
reportable business segments: Fine Chemicals, Specialty Chemicals, and Other Businesses. The following table reflects the revenue contribution percentage from our business segments and each of their major product lines for the indicated Fiscal
years:
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2012
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2011
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2010
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Fine Chemicals
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60%
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56%
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50%
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Specialty Chemicals:
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Perchlorates
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33%
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37%
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40%
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Sodium azide
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2%
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2%
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2%
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Halotron
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2%
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3%
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3%
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Total specialty chemicals
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37%
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42%
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45%
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Other Businesses:
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Real estate
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*
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*
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*
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Water treatment equipment
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3%
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2%
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5%
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Total other businesses
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3%
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2%
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5%
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Total revenues
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100%
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100%
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100%
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Geographic Areas
. Please see Note 10 to
our consolidated financial statements included in Item 8 of this report for a discussion on financial information for our segments and financial information about geographic areas for the past three fiscal years.
Discontinued Operations.
In May 2012, our board of directors approved and we committed to a plan to sell our Aerospace Equipment segment, or
AMPAC-ISP. The divestiture is a strategic shift that allows us to place more focus on the growth and performance of our pharmaceutical-related product lines. On June 4, 2012, we entered into an Asset Purchase Agreement with Moog Inc.
(Moog) (the Asset Purchase Agreement), pursuant to which we sold to Moog substantially all of the assets of Ampac-ISP Corp., including all of the equity interests in its foreign subsidiaries (collectively, the Purchased
Assets). Additionally, Moog assumed certain liabilities related to the operations and the Purchased Assets. The transaction was completed effective August 1, 2012. Please see Note 12 to our
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consolidated financial statements included in Item 8 of this report for further discussion of discontinued operations.
The Company was incorporated in Delaware in December 1980. The address of our principal executive offices is 3883 Howard Hughes Parkway, Suite 700, Las Vegas, Nevada 89169. Our telephone number is
(702) 735-2200 and our website is located at
www.apfc.com
. The contents of our website are not part of this report.
OUR
FINE CHEMICALS SEGMENT
Our Fine Chemicals segment is operated through our wholly-owned subsidiaries Ampac Fine Chemicals LLC and AMPAC Fine
Chemicals Texas, LLC (collectively AFC).
Overview.
AFC is a custom manufacturer of APIs and registered intermediates for
customers in the pharmaceutical industry. The pharmaceutical ingredients we manufacture are used by our customers in drugs with indications in three primary areas: anti-viral, oncology, and central nervous system. AFCs customers include some
of the worlds largest pharmaceutical and biotechnology companies, as well as emerging pharmaceutical companies. Most of the products AFC sells are proprietary to our customers and used in existing drugs that are FDA approved and commercially
available. We operate in compliance with the U.S. Food and Drug Administrations (the FDA) current Good Manufacturing Practices (cGMP) and the requirements of certain other regulatory agencies such as the European
Unions European Medicines Agency (EMEA) and Japans Pharmaceuticals and Medical Devices Agency (PMDA). Our Fine Chemicals segments strategy is to focus on high growth markets where our technological position,
combined with our chemical process development and engineering expertise, leads to strong customer allegiances and limited competition. AFC has distinctive competencies in performing chiral separations, manufacturing products that require high
containment and performing energetic chemistries at commercial scale. We have recently expanded our technology offerings to include commercial-scale production of Schedule II to V controlled substances in our high-security facilities in Rancho
Cordova, California.
We believe current trends in the pharmaceutical industry provide us with an opportunity for long-term growth. The pharmaceutical
markets we target are expected to continue to be driven by strong demand for products that use our core technologies, including anti-viral and oncology drugs, many of which are expected to benefit from the use of energetic chemistry or require high
containment or other unique engineering expertise. Since a growing percentage of future drugs are anticipated to be based on chirally-pure material, we believe our investment in Simulated Moving Bed (SMB) technology may prove to be a
strong, long-term competitive advantage for us. We believe there is a continuing trend toward more outsourcing by the pharmaceutical industry, especially for pharmaceutical ingredients that require specialized equipment or technologies, such as SMB
or high-containment manufacturing, and chemicals that are sensitive from a proprietary standpoint. In addition, we have recently seen examples of customer outsourcing trends shifting back to chemical suppliers in the U.S. and Western Europe from
Asian suppliers.
AFCs pipeline of development products continues to grow and diversify, reflecting this trend. Development products include
research projects, products that are not yet commercialized, and products which are commercial but for which we are not the current commercial producer. Prior to Fiscal 2010, revenues from development products were approximately 5% of Fine Chemicals
segment revenues. For Fiscal 2012, revenues from development products were 18%. We are targeting 20% of revenues as an average, long-term goal for such sales. Typically, development product activities are the source of developing new long-term
customer relationships and often lead to future core products.
Technologies and Facilities.
We have distinctive competencies and
specialized engineering capabilities in performing chiral separations, manufacturing chemical compounds that require high containment, and performing energetic chemistries at commercial scale. We have recently added the capability and obtained the
permits required to produce substances controlled by the U.S. Drug Enforcement Administration (DEA). We have invested significant resources in our facilities, workforce
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and technology base. We believe we are the U.S. leader in performing chiral separations using SMB technology and own and operate two large-scale SMB systems, both of which are among the
largest in the world operating under cGMP. We offer a full range of SMB equipment and related services from laboratory-scale to our large systems. We believe our distinctive competency in manufacturing chemical compounds that require specialized
high containment facilities and handling expertise provide us a significant competitive advantage in competing for various opportunities associated with high potency, highly toxic and cytotoxic products. Many oncology drugs are made with APIs that
are high potency or cytotoxic. AFC is one of the few companies in the world that can manufacture such compounds at a multi-ton annual rate. Moreover, our significant experience and highly engineered facilities make us one of the few companies in the
world with the capability to use energetic chemistry on a commercial-scale under cGMP. We use this capability in development and production of products such as those used in anti-viral drugs, including HIV-related and influenza-combating drugs. In
addition, our Rancho Cordova, California facility is both U.S.-based and located within a secured industrial complex providing us with certain advantages for the commercial scale production of controlled substances. We have invested in the equipment
and infrastructure necessary to manufacture these materials at commercial scale. We currently hold a manufacturing license from the DEA for the commercial production of Schedule II V controlled substances.
Our Fine Chemicals segments facilities are operated in compliance with FDA and international cGMP standards. Our highly skilled team of experienced chemists,
engineers, operators and other professionals provides assurance of supply of high quality products to our customers. Significant investments in new equipment and infrastructure have enhanced our manufacturing capability, efficiency and capacity. We
believe the combination of our highly skilled workforce and our unique technology platforms has led to our leadership position within our targeted markets and will help enable us to capitalize on the anticipated growth in drugs that may benefit from
the use of our core competencies.
Energetic and Specialty Processes.
Energetic chemistry offers a higher purity, high-yield route
to producing certain chemical compounds. This is an important attribute since purity specifications for pharmaceutical products are extremely stringent. At present, numerous drugs currently on the market employ energetic chemistry platforms similar
to those offered by AFC. Safe and reliable operation of a facility that practices energetic chemistry at a large scale requires a great deal of expertise and experience. AFC is one of a few companies in the world with the experience, facilities and
the know-how to use energetic chemistry on a commercial-scale under cGMP. One of the fastest growing applications for energetic chemistry in pharmaceutical fine chemicals is anti-viral drugs. The majority of this growth has resulted from the
increase in HIV-related drugs. For Fiscal 2012, approximately 55% of AFC sales were derived from products that involved energetic and other specialty processes. Specialty processes include technically challenging processes, including the manufacture
of chemical compounds referred to as nucleosides and nucleotides.
High Containment.
Chemical compounds that require specialized
high containment facilities and handling expertise are a growing segment of the pharmaceutical fine chemicals industry. The manufacture of high potency, highly toxic and cytotoxic chemical compounds requires high-containment manufacturing facilities
and a high degree of expertise to ensure safe and reliable production. AFC has the expertise and experience to design processes and facilities to minimize and control potential exposure. High potency and cytotoxic APIs and registered intermediates
are used to make many commercial oncology drugs. In addition, we believe there are a large number of oncology drugs in the industry pipeline that are made with high potency or cytotoxic APIs and registered intermediates.
There is currently limited competition in the market for manufacturing chemical compounds that require high containment, in particular at high
volumes, as it requires highly-engineered facilities and a high level of expertise to safely and effectively manufacture these chemicals at commercial scale. Entry into this market also requires a significant capital investment for specialized
facilities and personnel if the market entrant does not already have access to such facilities and expertise.
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For Fiscal 2012, approximately 5% of AFC sales were derived from sales of high potency and cytotoxic compounds.
Simulated Moving Bed.
Many chemicals used in the pharmaceutical industry are chiral in nature. Chiral chemicals exist in two different forms, or enantiomers, which are mirror images of each other (an analogy
is the human hand where one hand is the mirror image of the other). The different enantiomers can have very different properties, including efficacy as a drug substance and side effects. As a result, the FDA encourages pharmaceutical companies to
separate the enantiomers of a new drug and study their respective biological activities. If they are found to be different and especially if one is found to cause harmful side effects, the FDA may require the drug be chirally pure (i.e., contain
only the enantiomer with the desired therapeutic properties). Several techniques are available to achieve this chiral purity. The desired enantiomer can be isolated from the other by techniques such as chromatography or by other means such as
chemical resolution and asymmetric synthesis.
SMB chromatography is a continuous separation technique based on the principles of
chromatography. SMB technology was developed in the early 1960s for the petroleum industry and was applied to pharmaceutical manufacturing in the 1990s. Since SMB chromatography is a technique for separating binary mixtures, it is ideally suited for
the separation of enantiomers. SMB chromatography has been successfully used and approved by the FDA for the preparation of chirally-pure drugs. The technique allows for efficient separation of a racemic mixture into its enantiomers. In some cases,
SMB chromatography can supplant a traditional manufacturing process by simplifying and reducing the cost of manufacturing. Other uses of SMB technology for the preparation of pharmaceutical ingredients include the purification of a mixture of
chemicals. The primary application in this area is the purification of naturally-derived chemical compounds. We have also extended the use of SMB for the removal of troublesome impurities and for the recovery of desired product from
various side streams thus increasing the recovery of the desired product (concept trademarked by AFC as SMB Mining). For Fiscal 2012, approximately 31% of AFC sales were derived from products that rely on SMB technology.
Controlled Substance Manufacturing.
Controlled substances are a class of compounds that are controlled by the DEA under federal statutes and
are classified as Schedule I V compounds. Manufacturers of controlled substances must hold valid DEA registrations, meet strict security and operating standards to produce these materials with a high level of material accountability, and
comply with the Controlled Substances Act. Our high security facilities in Rancho Cordova, California offer us a unique advantage in providing many of the controls required for handling of these compounds. We completed a production line and related
infrastructure required for producing Schedule II controlled substances in late Fiscal 2011. The facility was successfully inspected by the DEA and a Schedule II V manufacturing license was issued to AFC in Fiscal 2012.
The manufacture of controlled substances for U.S. consumption is highly controlled and limited to only a handful of U.S. manufacturers. Under the
Controlled Substances Import and Export Act, it is unlawful to import into the U.S. from any place outside thereof any controlled substance in Schedule I or II, or any narcotic, except in any case in which the U.S. Attorney General finds that
competition among domestic manufacturers of the controlled substance is inadequate. Consequently, foreign competition for the supply of controlled substances is limited. In addition, AFCs expertise and experience in producing drugs that
require high containment and energetic chemistry, in particular at high volumes, provides an additional competitive advantage.
In April 2010, we
acquired a multi-purpose chemical manufacturing facility in La Porte, Texas for approximately $1,200 including other direct costs. The facility, which was completed in 2001, specializes in the production of registered intermediates and APIs. The
facility was idled in early 2010 prior to our acquisition of the facility. We continue to evaluate options related to when and to what extent this facility will be returned to operations. Activity associated with this facility is included in our
Fine Chemicals segment.
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Customers and Markets.
We have established long-term and in some cases, sole-source contracts with
customers that represent the majority of our revenues. Contracts that are not sole-source are limited-source, considering the nature of our industry and the products we manufacture. The inherent nature of custom pharmaceutical fine chemicals
manufacturing encourages stable, long-term customer relationships. We work collaboratively with our customers to develop reliable, safe and cost-effective, custom solutions. Once a custom manufacturer has been qualified as a supplier on a cGMP
product, there are several potential barriers that discourage transferring the manufacturing of the product to an alternative supplier. For example, applications to and approvals from the FDA and other regulatory authorities generally require the
chemical contractor to be named. Switching contractors may require additional regulatory approvals and could take as long as two years to complete. Switching contractors and amending various filings can result in significant costs associated with
technology transfer, process validation and re-filing with the FDA and other regulatory authorities around the world.
The specific identities of most of
our customers are contractually restricted as confidential, subject to certain terms and conditions such as consent or regulatory requirements. Our current customers include both multi-national pharmaceutical companies as well as emerging and
development-stage pharmaceutical companies. AFC maintains multi-year manufacturing agreements with several large pharmaceutical and biopharmaceutical companies for annual supply of products.
In November 2010, AFC and Gilead Sciences, Inc. (Gilead) entered into a new three-year manufacturing supply agreement for a
chemical compound referred to as Tenofovir DF, the active pharmaceutical ingredient in the drug VIREAD
®
and one of the APIs in the drugs TRUVADA
®
, ATRIPLA
, COMPLERA
®
and STRIBILD. Under
the terms of the agreement, Gilead is obligated to purchase minimum quantities of bulk Tenofovir DF from AFC through 2013, subject to certain terms within the agreement. For Fiscal 2012, revenues from Gilead and UCB S.A. each exceeded 10% of our
consolidated revenues.
Competition
. The global pharmaceutical fine chemicals industry is both diverse and highly fragmented. Domestic
and foreign competition is comprised of numerous participants, both large and small, with no single competitor holding a dominant share of the market. Pharmaceutical fine chemicals manufacturers generally compete based on their breadth of technology
base and capabilities, research and development and chemical expertise, availability, flexibility and scheduling of manufacturing capacity, safety record, regulatory compliance history and price.
To compete successfully in the pharmaceutical fine chemicals manufacturing business, we believe that manufacturers must have a broad base of core technologies,
world-class manufacturing capabilities and the ability to deliver products on a timely basis at competitive prices. Maintaining compliance with various regulatory requirements, such as cGMP, is also a differentiator. We believe manufacturers must
also augment their capabilities with a complete line of complementary services, including process development/engineering and process improvement (from initial synthesis of a new drug candidate through market launch and into commercialization). As
new projects and products have become increasingly complex and incorporate more challenging timelines, greater importance is being placed on the development of strong customer-supplier relationships.
To a large extent, our success is tied to the success of the drugs our products are used to make; in general, the more successful the drug is, the more likely our
customer is to order additional product from us to support the drug. The success of a customers drugs in the marketplace depends on a number of factors, almost all of which are outside our control. However, we can be affected by competitive
pressures and other influences faced by our customers including, for example, competition from newly introduced drugs.
Many large pharmaceutical and
biotechnology companies have internal manufacturing capabilities that act as the first layer of competition for custom manufacturers like AFC. When a pharmaceutical or biotechnology company outsources a product, it typically selects from a
relatively small number of companies, particularly for projects that involve hazardous materials, specialty chemistries or unique production equipment. AFCs primary competitors vary in size and capabilities, and are mainly located
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in the U.S. or Western Europe. The table below lists AFCs current primary competitors by each of AFCs current technology niches.
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High Containment
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Energetic and Specialty
Processes
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Simulated Moving Bed
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SAFC (1)
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Group Novasep SAS
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Group Novasep SAS
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Helsinn
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OmniChem (2)
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SAFC (1)
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Cambrex Corp.
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Orgomol (3)
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Diacel Chemical Industries, Ltd.
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OmniChem (2)
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(1)
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the fine chemicals division of Sigma-Aldrich Corporation
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(2)
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a component of the pharmaceuticals division of Ajinomoto Company
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OUR SPECIALTY CHEMICALS
SEGMENT
Our Specialty Chemicals segment is principally engaged in the production of perchlorates, which include several grades
of ammonium perchlorate, sodium perchlorate and potassium perchlorate. Sales of perchlorates represented 88% of the segments revenues for Fiscal 2012. In addition, we produce and sell sodium azide, a chemical primarily used in pharmaceutical
manufacturing, and Halotron
®
, a series of clean fire extinguishing agents used in fire extinguishing products ranging from
portable fire extinguishers to total flooding systems.
PERCHLORATE PRODUCTS
Overview.
We have supplied rocket-grade AP for use in space and defense programs for over 50 years and we have been the only rocket-grade AP
supplier in North America since 1998, when we acquired the AP business of our principal competitor, Kerr-McGee Chemical Corporation (KMCC). AP is a key component of solid propellant rockets, booster motors and missiles that are utilized
in U.S. Department of Defense (DOD) tactical and strategic missile programs, as well as various space programs such as the Delta and Atlas families of commercial space launch vehicles and space exploration programs for the National
Aeronautics and Space Administration (NASA). There is currently no domestic alternative to these solid rocket motors. As a result, we believe that the U.S. government views us as a strategic national asset.
AP is the predominant oxidizing agent for solid propellant rockets, booster motors and missiles used in national defense, space exploration and commercial satellite
transportation programs. We expect the demand for tactical and strategic missiles to continue at the current levels and the DOD applications are expected to provide the steady basis for AP demand. A significant number of launch vehicles that provide
access to space use solid propellant and thus depend, in part, upon AP.
We supply AP for use in a number of defense programs, including the Armys
Guided Multiple Launch Rocket System (GMLRS) program and the Navys Standard Missile and D5 Fleet Ballistic Missile programs. Our principal space customers are Alliant Techsystems, Inc. (ATK) for the Space Launch System
(SLS) and the Delta family of commercial rockets, and Aerojet General Corporation (Aerojet) for the Atlas family of commercial rockets. We have supplied AP to certain foreign defense programs and commercial space programs,
although export sales of AP are not significant. The exporting of AP is subject to federal regulation that strictly limits our foreign sales of AP. We obtain export licenses on a case by case basis which are dependent upon the ultimate use of our
product.
While the U.S. government budgeting process will affect the total demand for rocket-grade AP, we expect steady demand within the range of 2.5
million to 5.0 million pounds per year. Further, we expect that unit pricing will continue to vary inversely to volume. Our pricing structure is designed to absorb our substantial fixed manufacturing costs regardless of our annual production volume.
As a result, we forecast that this segment will continue to achieve stable annual revenues, without significant growth opportunities. This forecasted range of production volume contemplates the current annual high and
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low scenarios for both DOD and NASA programs over the next five years, including tactical and strategic missile programs, military and commercial space launch programs, and NASAs Space
Launch System (SLS).
SLS is developing the Heavy Launch Vehicle (HLV). The current baseline configuration for HLV uses two solid
rocket boosters, similar to, but larger than, the retired Space Shuttle Reusable Solid Rocket Motor. Hence, this will demand the use of rocket-grade AP. During the development phase of approximately four years, the demand should be one to two
million pounds per year. In the launch phase after development, the demand for rocket-grade AP from HLV should be more significant. While there is still potential to shift to liquid boosters in the future, once the new solid rocket boosters are
developed, we believe there will be no advantage to switching to a different technology.
In addition, there are other commercial concepts such as the
Liberty System which are also expected to use AP. The potential demand for these systems is not included in the current forecasts and would represent an increase in demand for AP, but would not have a significant impact on revenues due to our
pricing constraints.
The most predictable and steady use of AP is expected to be in the DOD applications. The need for tactical rockets and strategic
missiles is anticipated to provide the base demand over the coming five-year period and beyond.
We have little ability to directly influence the demand
for rocket-grade AP. In addition, demand for rocket-grade AP is program specific and dependent upon, among other things, governmental appropriations. Any decision to delay, reduce or cancel programs could have a significant adverse effect on our
results of operations, cash flow and financial condition. However, our ability to adjust pricing through customer agreements and catalog pricing should help mitigate the degree of the effect on our financial performance.
We also produce and sell a number of other grades of AP and different types and grades of sodium and potassium perchlorates (collectively other
perchlorates). Other perchlorates have a wide range of prices per pound, depending upon the type and grade of the product. Other perchlorates are used in a variety of applications, including munitions, explosives, propellants, perchloric acid
and initiators. Some of these applications are in a development phase, and there can be no assurance of the success of these initiatives.
Customers and Markets.
Prospective purchasers of rocket-grade AP consist principally of rocket motor manufacturers in programs of the DOD and
NASA. The specialized nature of the activities of these contractors restricts competitive entry by others. Therefore, there are relatively few potential customers for rocket-grade AP, and individual rocket-grade AP customers account for a
significant portion of our revenues. Prospective customers also include companies providing commercial satellite launch services and agencies of foreign governments and their contractors.
ATK is a significant AP customer. We sell rocket-grade AP to ATK under a long-term contract that requires us to maintain a ready and qualified capacity for rocket-grade AP and that requires ATK to purchase its
rocket-grade AP requirements from us, subject to certain terms and conditions. The contract, which expires in September 2013, provides fixed pricing in the form of a price volume matrix for annual rocket-grade AP volumes ranging from 3 million
to 20 million pounds. Pricing varies inversely to volume and includes annual escalations. For Fiscal 2012, revenues from ATK exceeded 10% of our consolidated revenues.
Aerojet is also a significant AP customer. For Fiscal 2012, revenues from Aerojet exceeded 10% of our consolidated revenues.
Technologies and Facilities.
We produce AP at our Iron County, Utah manufacturing facility, which utilizes our proprietary technology and is ISO 9001, ISO 14000 and OHSAS 18000 certified. The facility
is the only one of its kind in North America. Its construction financing was supported in 1988 by the U.S. government due to the strategic importance of AP to the U.S. governments access to space and for military applications.
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As currently configured, this facility is capable of producing 30 million pounds of perchlorate chemicals
annually. Rocket-grade AP produced at the facility and propellants incorporating such AP have been qualified for use in all programs for which testing has been conducted, including the Space Shuttle, Minuteman, Multiple Launch Rocket System, and the
Delta, Pegasus, Atlas and SLS programs.
Our perchlorate chemicals facility incorporates modern equipment and materials-handling systems designed,
constructed and operated in accordance with the operating and safety requirements of our customers, insurance carriers and governmental authorities. Redundant equipment is installed to improve reliability and schedule compliance.
Perchlorate chemicals are manufactured by electrochemical processes using our proprietary technology. The principal raw materials used in the manufacture of AP
(other than electricity) are sodium chlorate, ammonia and hydrochloric acid. Graphite is used in the fabrication of the electrolytic cells which are replaced on a periodic basis. All of the raw materials used in the manufacturing process are
available in commercial quantities.
Competition.
Upon consummation of the acquisition of certain assets and rights of KMCC in 1998,
we became the sole North American commercial producer of perchlorate chemicals. Based on the current size of the AP market, the rigorous and time-consuming requirements to qualify as an AP supplier for government or commercial launch vehicles and
the high capital requirements for building an AP manufacturing facility, we believe building a competing facility in North America is not a viable option for a potential competitor.
We are aware of production capacity for perchlorate chemicals (including AP) in France, Japan, Brazil, and possibly China and Taiwan. Although we have limited information with respect to these facilities, we
believe that these foreign producers are not approved as AP suppliers for DOD or NASA programs, which represent the majority of domestic AP demand. In addition, we believe that the rigorous and sometimes costly DOD or NASA program qualification
processes, the strategic nature of such programs, the high cost of constructing a perchlorate chemicals facility, and our established relationships with key customers, constitute significant hurdles to entry for prospective competitors.
SODIUM AZIDE
In July 1990, we entered into
agreements with Dynamit Nobel A.G. under which it licensed to us its technology and know-how for the production of sodium azide. Thereafter, commencing in 1992, we constructed a production facility for sodium azide adjacent to our perchlorate
manufacturing facility in Iron County, Utah and began selling sodium azide in 1993.
Market
. The total demand for sodium azide is
primarily from non-U.S. markets. Currently, sodium azide made by the Company is sold for use principally in the synthesis of pharmaceutical fine chemicals and other smaller niche markets.
We have an on-going program to evaluate our participation in other markets which currently or might in the future use sodium azide or other sodium-based products.
Customers
.
Pharmaceutical businesses comprise the majority of end users.
Competition
. We believe that current competing sodium azide production capacity includes at least one producer in Japan and at least three substantial producers in India, including Island Veer
Chemie and Corvine.
HALOTRON PRODUCTS
Halotron is a series of halocarbon-based clean fire extinguishing agents that incorporate proprietary blends of chemicals and hardware. Conventional fire extinguishing agents, such as those based on sodium
bicarbonate and mono-ammonium phosphate (ABC dry chemical) consist of finely divided
9
solid powders. These agents leave a coating upon discharge that is typically costly to remove after a fire event. In contrast, the Halotron clean agents add value to the user since they are
discharged either as a rapidly evaporating liquid or a gas that leaves no residue, which minimizes or eliminates possible moderate or severe damage to valuable assets (such as electronic equipment, machinery, motors and most materials of
construction).
Halotron I was designed to replace severe ozone depleting halon 1211 in all applications and Halotron II to replace halon 1301 in limited
applications. Halon 1211 and 1301, both brominated chlorofluorocarbon chemicals, were widely used worldwide as clean fire extinguishing agents prior to 1994. In 1987 the Montreal Protocol on Substances that Deplete the Ozone Layer (the
Protocol) was signed by more than 50 countries, including the U.S., and it stipulated restrictions on the new production (which ended in developed countries at the end of 1993) and use of halons.
Halon 1211 is a streaming agent (where the agent is discharged manually toward a target) used in hand-held fire extinguishers. Halon 1301 is used in fixed total
flooding systems (where discharges are made automatically to flood a space to a pre-determined concentration within a confined space), for example, in computer rooms and engine compartments. Both halon 1211 and 1301 are still used in the
U.S. and elsewhere on a much more limited basis than in the periods prior to 1994.
Halotron I is based on a class II substance (as defined by the
Protocol) raw material which has a near zero ozone depletion potential. Class II substances are, according to current adjustments and amendments to the Protocol (which evolve over time), subject to a new production phase out between 2015 and 2030,
depending on the country.
Customers and Market
. Our largest Halotron I customer is Amerex Corporation. Since 1998, Amerex Corporation
has incorporated bulk Halotron I manufactured by us into a full line of Underwriters Laboratories Inc. (UL) listed portables. We also sell Halotron I to other large Original Equipment Manufacturers (OEMs) based in the
U.S., including Buckeye Fire Equipment, Kidde Residential and Commercial (a division of United Technologies Corporation (UTC)) and Badger Fire Protection (a division of UTC). In addition, over 110 commercial airports in the U.S.
have 500 lb type FAA approved Halotron I systems on their aircraft rescue and fire fighting (ARFF) vehicles.
The end-user market for
non-halon clean fire extinguishing agents is generally divided into five application segments: (i) industrial, (ii) commercial, (iii) military, (iv) civil aviation and (v) maritime, with industrial and commercial being the
largest. The industrial segment includes manufacturing plants, computer component clean rooms, and telecommunications facilities. The commercial segment includes general office buildings spaces and computer data rooms.
We also actively market Halotron I into foreign countries which include Canada, India, Indonesia, Korea, Pakistan, the Philippines, Saudi Arabia, Singapore and
Thailand, among others. The primary market for Halotron II, which is sold in limited volume, is Scandinavia. Additional markets for Halotron II, primarily in UL-listed hardware to be sold in the U.S., are under development.
Competition.
The primary competing product to Halotron I is FE36
manufactured by DuPont. It is a hydrofluorocarbon-based (HFC-based) product that is sold in UL-listed portable fire extinguishers through one major OEM. There
remains a small recycled halon 1211 market that competes with Halotron I. The other principal competing product to Halotron I in the conventional agent category (not clean agents) is an ABC dry chemical (mono ammonium phosphate) which is the
highest volume product component in portable fire extinguishers and is offered by all fire extinguisher manufacturers in the U.S. This agent is substantially less expensive than Halotron I. Carbon dioxide is a clean agent and competitor;
however, it is much less effective. Another competing product line is the Novec series from 3M Company. Novec 1230 is the most widely commercialized but it has a limited market share of the total flooding market and it is not currently
used broadly in UL-listed portable fire extinguishers.
Clean agents compete based primarily on performance characteristics (including fire rating and
throw range), toxicity, and price. The environmental and human health effects that are evaluated include ozone depletion potential, global warming potential and toxicity.
10
OUR OTHER BUSINESSES SEGMENT
WATER TREATMENT EQUIPMENT.
PEPCON Systems, an operating division of the Company, is a leading manufacturer and supplier of On-Site Hypochlorite Generation systems. We design, manufacture and service
equipment used to purify water or air in municipal, industrial and power generation applications. The systems are marketed under the ChlorMaster and Odormaster names. Sodium hypochlorite is used by: (i) power plants, desalination
plants, chemical plants and on-shore/off-shore crude oil facilities for the control of marine growth in seawater used in cooling water circuits; (ii) municipalities and sewage plants for the disinfection of drinking water, effluent and waste
water; and (iii) composting plants for the deodorizing of malodorous compounds in contaminated air.
Our technology to produce sodium hypochlorite
on site involves a proprietary bi-polar electrochemical cell which uses brine or seawater and electricity to produce sodium hypochlorite. For drinking water applications, these cells can be supplied with a certification from the National Sanitation
Foundation.
Our systems are marketed domestically and internationally through a combination of direct sales and independent sales representatives and
licensees. We also market our business through advertising and attendance at key industry trade shows.
PEPCON Systems competes with companies that
utilize other technologies and those that utilize technologies similar to ours. Some of these companies are substantially larger and more diversified. Our success depends principally on our ability to be cost competitive and, at the same time, to
provide a quality product. A significant portion of our water treatment equipment sales are derived from opportunities in the Middle East and Asia.
REAL ESTATE.
Our real estate operations are not significant. In Fiscal 2005 we completed the sale of all our Nevada real estate assets that were
targeted for sale.
REGULATORY COMPLIANCE
FEDERAL ACQUISITION REGULATIONS.
As a supplier to U.S. government projects, we have been and may be subject to audit and/or review by the government with respect to the negotiation and performance of,
and of the accounting and general practice relating to, government contracts. Most of our contracts for the sale of AP are in whole or in part subject to the commercial sections of the Federal Acquisition Regulations. Our AP pricing practices have
been and may be reviewed by our customers and by certain government agencies.
FDA AND SIMILAR REGULATORY AGENCIES.
AFC produces
pharmaceutical ingredients in accordance with cGMP. Its facilities are designed and operated to satisfy regulatory agencies such as the FDA, the EMEA, and Japans PMDA. AFCs regulatory status is maintained via comprehensive quality
systems in compliance with FDA requirements set forth in the U.S. Code of Federal Regulations (21 CFR Parts 210 and 211). Regulatory authorities mandate, by law, the use of cGMP throughout the production of APIs and registered intermediates. The
cGMP guidelines cover a broad range of quality systems, including manufacturing activities, quality assurance, facilities, equipment and materials management, production and in-process controls, storage and distribution, laboratory control,
validation and change control, as well as the documentation and maintenance of records for each. All of these functions have a series of critical activities associated with them. In addition, manufacturing equipment, scientific instruments and
software must be validated and their use documented. AFC also produces pharmaceutical ingredients classified as controlled substances by the DEA. Compliance with these regulations requires strict adherence to security, custody, recordkeeping and
similar matters.
ENVIRONMENTAL MATTERS.
Our operations are subject to extensive federal, state and local regulations governing, among other
things, emissions to air, discharges to water and waste management. We believe that we are currently in compliance in all material respects with all applicable environmental, safety and health requirements and, subject to the matters discussed
below, we do not anticipate any material adverse effects from existing or known future requirements. To meet changing
11
licensing and regulatory standards, we may be required to make additional significant site or operational modifications, potentially involving substantial expenditures or the reduction or
suspension of certain operations. In addition, the operation of our manufacturing plants entails risk of adverse environmental and health effects (which may not be covered by insurance) and there can be no assurance that material costs or
liabilities will not be incurred to rectify any past or future occurrences related to environmental or health matters.
Regulatory Review of Perchlorates
. Our Specialty Chemicals segment manufactures and sells products that contain
perchlorates. Currently, perchlorate is on Contaminant Candidate List 3 of the U.S. Environmental Protection Agency (the EPA). In February 2011, the EPA announced that it had determined to move forward with the development of a
regulation for perchlorates in drinking water, reversing its October 2008 preliminary determination not to promulgate such a regulation. Accordingly, the EPA announced its intention to begin to evaluate the feasibility and affordability of treatment
technologies to remove perchlorate and to examine the costs and benefits of potential standards. The EPA has conducted various meetings, as required by the Safe Drinking Water Act, including a meeting of the Science Advisory Board, whose report has
not yet been made public. We continue to monitor activities and expect the proposed regulation to be published in February 2013 followed by a 60-day public comment period. The earliest a final regulation is expected to be published is August 2014.
Regulatory review and anticipated regulatory actions present general business risk to the Company, but no regulatory proposal of the EPA or any state in which we operate, to date, has been publicly announced that we believe would have a material
effect on our results of operations and financial position or that would cause us to significantly modify or curtail our business practices, including our remediation activities discussed below.
Perchlorate Remediation Project in Henderson, Nevada.
We commercially manufactured perchlorate chemicals at a facility in Henderson, Nevada (the AMPAC
Henderson Site) from 1958 until the facility was destroyed in May 1988, after which we relocated our production to a new facility in Iron County, Utah. Kerr-McGee Chemical Corporation (KMCC) also operated a perchlorate production
facility in Henderson, Nevada (the KMCC Site) from 1967 to 1998. In addition, between 1956 and 1967, American Potash operated a perchlorate production facility and, for many years prior to 1956, other entities also manufactured
perchlorate chemicals at the KMCC Site. As a result of a longer production history in Henderson, KMCC and its predecessor operations manufactured significantly greater amounts of perchlorate over time than we did at the AMPAC Henderson Site.
In 1997, the Southern Nevada Water Authority (SNWA) detected trace amounts of the perchlorate anion in Lake Mead and the Las Vegas Wash.
Lake Mead is a source of drinking water for Southern Nevada and areas of Southern California. The Las Vegas Wash flows into Lake Mead from the Las Vegas valley.
In response to this discovery by SNWA, and at the request of the Nevada Division of Environmental Protection (NDEP), we engaged in an investigation of groundwater near the AMPAC Henderson Site and down
gradient toward the Las Vegas Wash. The investigation and related characterization, which lasted more than six years, employed experts in the field of hydrogeology. This investigation concluded that although there is perchlorate in the groundwater
in the vicinity of the AMPAC Henderson Site up to 700 parts per million, perchlorate from this site does not materially impact, if at all, water flowing in the Las Vegas Wash toward Lake Mead. It has been well established, however, by data generated
by SNWA and NDEP, that perchlorate from the KMCC Site did impact the Las Vegas Wash and Lake Mead. The Nevada Environmental Response Trust (NERT), is the entity responsible for completing environmental remediation work at the Henderson
location as a result of the 2010 settlement of the 2009 bankruptcy of KMCCs successor, Tronox LLC.
Notwithstanding these facts, and at the
direction of NDEP and the EPA, we conducted an investigation of remediation technologies for perchlorate in groundwater with the intention of remediating groundwater near the AMPAC Henderson Site. In 2002, we conducted a pilot test and in the fiscal
year
12
ended September 30, 2005 (Fiscal 2005), we submitted a work plan to NDEP for the construction of a remediation facility near the AMPAC Henderson Site. The conditional approval of the
work plan by NDEP in our third quarter of Fiscal 2005 allowed us to generate estimated costs for the installation and operation of the remediation facility to address perchlorate at the AMPAC Henderson Site. We commenced construction in July 2005.
In December 2006, we began operations of the permanent facility. The location of this facility is several miles, in the direction of groundwater flow, from the AMPAC Henderson Site.
From time to time, we have held discussions with NDEP to formalize our remediation efforts in an agreement that, if executed, would provide more detailed regulatory guidance on environmental characterization and
remedies at the AMPAC Henderson Site and vicinity. Typically, such agreements generally cover such matters as the scope of work plans, schedules, deliverables, remedies for non compliance, and reimbursement to the State of Nevada for past and future
oversight costs. Discussions regarding a formal agreement are currently active and we anticipate that a formal agreement will be completed during our fiscal year ending September 30, 2013.
Henderson Site Environmental Remediation Reserve.
We accrue for anticipated costs associated with environmental remediation that are probable and estimable. On a quarterly basis, we review our estimates of
future costs that could be incurred for remediation activities. In some cases, only a range of reasonably possible costs can be estimated. In establishing our reserves, the most probable estimate is used; otherwise, we accrue the minimum amount of
the range.
During Fiscal 2005 and the fiscal year ended September 30, 2006, we recorded aggregate charges for $26,000 representing our then estimates of
the probable costs of our remediation efforts at the AMPAC Henderson Site, including the costs for capital equipment and on-going operating and maintenance (O&M).
Late in the fiscal year ended September 30, 2009 (Fiscal 2009), we gained additional information from groundwater modeling that indicates groundwater emanating from the AMPAC Henderson Site in certain
areas in deeper zones (more than 150 feet below ground surface) is moving toward our existing remediation facility at a much slower pace than previously estimated. Utilization of our existing facilities alone, at this lower groundwater pace, could,
according to this groundwater model, extend the life of our remediation project to well in excess of fifty years. As a result of this additional data, related model interpretations and consultations with NDEP, we re-evaluated our remediation
operations and determined that we should be able to improve the effectiveness of the treatment program and significantly reduce the total project time by expanding the then existing treatment system. The expansion includes installation of additional
groundwater extraction wells in the deeper, more concentrated areas, construction of an underground pipeline to move extracted groundwater to our treatment facility, and the addition of fluidized bed reactor (FBR) bioremediation
treatment equipment (the Expansion Project) that will enhance, and in some cases replace, primary components of the existing treatment system. In our Fiscal 2009 fourth quarter, we accrued $13,700 as our initial estimate of the capital
cost of the Expansion Project and the related estimates of the effects of the enhanced operations on the on-going O&M costs and project life.
Through June 2011, and in cooperation with NDEP, we worked to develop the formal design, engineering and permitting of the Expansion Project. Based on data obtained
through that date, which was largely comprised of firm quotations, we determined that significant modifications to our Fiscal 2009 assumptions were required. As a result, in June 2011, we accrued an additional $6,000 for the estimated increase in
cost of the capital component of the Expansion Project, offset slightly by reductions in O&M cost estimates. The estimated capital costs of the Expansion Project increased by approximately $6,400. The increase reflected (i) an increase in the
capacity of the FBR bioremediation treatment equipment to accommodate technical requirements based on the testing of new extraction wells in the fall of 2010, and (ii) higher than initially anticipated cost associated with the installation of the
equipment and construction of the pipeline. Our estimate of total O&M costs was reduced by approximately $400.
13
In September 2012, we commenced initial operation of the Expansion Project. Related system optimization and other
start-up activities will continue into the early months of our fiscal year ending September 30, 2013. In September 2012, we recorded an additional remediation charge in the amount of $700, which is substantially attributed to the true-up of
estimates to the expected final cost of the Expansion Project. Due to uncertainties inherent in making estimates, our estimates of capital and O&M costs may later require significant revision as new facts become available and circumstances
change.
The estimated life of the project is a key assumption underlying the accrued estimated cost of our remediation activities. Groundwater modeling
and other information regarding the characteristics of the surrounding land and demographics indicate that at our targeted processing rate of 450 gallons per minute for the new groundwater extraction wells (750 gallons per minute in the aggregate
with existing wells), the life of the project could range from 5 to 18 years from the date that the Expansion Project is placed in service. Further, the data indicates that within that range, 7 to 14 years is the more likely range. In accordance
with generally accepted accounting principles, if no point within the more likely range is considered more likely than another, then estimates should be based on the low end of the range. Accordingly, our accrued remediation cost includes estimated
O&M costs through 2019, which is the low end of the likely range of the project life. Groundwater speed, perchlorate concentrations, aquifer characteristics and forecasted groundwater extraction rates will continue to be key factors considered
when estimating the life of the project. If additional information becomes available in the future that lead to a different interpretation of the model, thereby dictating a change in equipment and operations, our estimate of the resulting project
life could change significantly.
The estimate of the annual O&M cost of the project is a key assumption in our computation of the estimated cost of
our remediation activities. To estimate O&M costs, we consider, among other factors, the project scope and historical expense rates to develop assumptions regarding labor, utilities, repairs, maintenance supplies and professional services
costs. We estimate average annual O&M costs to be approximately $1,900. If additional information becomes available in the future that is different than information currently available to us and thereby leads us to different conclusions,
our estimate of O&M expenses could change significantly.
In addition, certain remediation activities are conducted on public lands under operating
permits. In general, these permits may require us to relocate our underground pipeline or equipment to accommodate future public utilities and features and require us to return the land to its original condition at the end of the permit
period. If we are required to relocate our underground pipeline or equipment in the future, the costs of such activities would be incremental to our current cost estimates. Estimated costs associated with removal of remediation equipment from
the land are not material and are included in our range of estimated costs.
As of September 30, 2012, the aggregate range of anticipated environmental
remediation costs was from approximately $13,000 to approximately $36,900. This range represents a significant estimate and is based on the estimable elements of cost for capital and O&M costs, and an estimated remaining operating life of the
project through a range from the years 2017 to 2030. As of September 30, 2012, the accrued amount was $16,754, based on an estimated remaining life of the project through the year 2019, or the low end of the more likely range of the expected life of
the project. Cost estimates are based on our current assessments of the facility configuration. As we proceed with the project, we have, and may in the future, become aware of elements of the facility configuration that must be changed to meet the
targeted operational requirements. Certain of these changes may result in corresponding cost increases. Costs associated with the changes are accrued when a reasonable alternative, or range of alternatives, is identified and the cost of such
alternative is estimable. Our estimated reserve for environmental remediation is based on information currently available to us and may be subject to material adjustment upward or downward in future periods as new facts or circumstances may
indicate.
AFC Environmental Matters.
The primary operations of our Fine Chemicals segment are located on land leased from Aerojet-General
Corporation (Aerojet), a wholly-owned subsidiary of GenCorp, Inc.
14
(GenCorp). The leased land is part of a tract of land owned by Aerojet designated as a Superfund site under the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980 (CERCLA). The tract of land had been used by Aerojet and affiliated companies to manufacture and test rockets and related equipment since the 1950s. Although the chemicals identified as contaminants on the leased
land were not used by Aerojet Fine Chemicals LLC as part of its operations, CERCLA, among other things, provides for joint and severable liability for environmental liabilities including, for example, environmental remediation expenses.
As part of the agreement by which we acquired the business of AFC from GenCorp, an Environmental Indemnity Agreement was entered into whereby GenCorp agreed to
indemnify us against any and all environmental costs and liabilities arising out of or resulting from any violation of environmental law prior to the effective date of the sale, or any release of hazardous substances by Aerojet Fine Chemicals LLC,
Aerojet or GenCorp on the AFC premises or Aerojets Sacramento site prior to the effective date of the sale.
On November 29, 2005, EPA Region
IX provided us with a letter indicating that the EPA does not intend to pursue any clean up or enforcement actions under CERCLA against future lessees of the Aerojet property for existing contamination, provided that the lessees do not contribute to
or do not exacerbate existing contamination on or under the Aerojet Superfund site.
OTHER MATTERS
BACKLOG.
Fine Chemicals
.
Agreements
with our Fine Chemicals segment customers typically include multi-year supply agreements. These agreements may contain provisional order volumes, minimum order quantities, take-or-pay provisions, termination fees and other customary terms and
conditions, which we do not include in our computation of backlog. Fine Chemicals segment backlog includes unfulfilled firm purchase orders received from a customer, including both purchase orders which are issued against a related supply agreement
and stand-alone purchase orders. Fine Chemicals segment backlog was $80,500 and $50,900 as of September 30, 2012 and 2011, respectively. We anticipate order backlog as of September 30, 2012 to be substantially filled during Fiscal 2013.
The amount in backlog can fluctuate and is dependent on a number of factors, including the timing of when customers issue purchase orders to AFC.
Specialty Chemicals.
Specialty Chemicals segment backlog includes unfulfilled firm purchase orders received from a customer, including both purchase
orders which are issued against long-term supply agreements and stand-alone purchase orders. Specialty Chemicals segment backlog was $25,100 and $46,800 as of September 30, 2012 and 2011, respectively. We anticipate order backlog as of
September 30, 2012 to be substantially filled during Fiscal 2013. Specialty Chemicals product orders are typically characterized by individually large orders which occur at various times during the fiscal year. This usually results in a backlog
and revenue pattern which can vary significantly from quarter to quarter. Specialty Chemicals segment backlog as of September 30, 2011 was atypically high relative to its annual sales volume.
INTELLECTUAL PROPERTY.
Most of our intellectual property consists of trade secrets, patents, and know-how. In addition, our
intellectual property includes our name, exclusive and non-exclusive licenses to other patents, and trademarks. The following are registered U.S. trademarks and service marks pursuant to applicable intellectual property laws and are the
property of the Company: AMPAC (with logo)
®
, CHLORMASTER
®
, EXCEEDING CUSTOMER EXPECTATIONS
®
,
HALOTRON
®
, ODORMASTER
®
, PEPCON
®
, POLYFOX
®
, and SMB
MINING
®
. In addition, we have various foreign registrations for AMPAC (with logo) and HALOTRON.
RAW MATERIALS AND MANUFACTURING COSTS.
The principal elements comprising our cost of sales are raw materials, processing aids, component parts,
utilities, direct labor, manufacturing
15
overhead (purchasing, receiving, inspection, warehousing, safety, and facilities), depreciation and amortization. A substantial portion of the total cash costs of operating our Specialty
Chemicals and Fine Chemicals plants, consisting mostly of labor and overhead, are largely fixed in nature.
Fine Chemicals.
Our Fine
Chemicals segment raw materials consist primarily of chemicals, including specialty and bulk chemicals, which include petroleum-based solvents. AFC maintains supply contracts with a small number of well-established bulk commodity chemical
manufacturers and distributors. Although the contracts do not protect against price increases, they do help to ensure a consistent supply of high-quality chemicals. In addition, for chemicals that are not considered commodities or otherwise readily
available in bulk form, AFC has supply agreements with multiple sources, when possible, to help ensure a constant and reliable supply of these chemicals. However, some customers require AFC to purchase only from the supplier designated by the
customer. In several cases, these sole-source raw materials are from Asian suppliers. Such situations can arise, for example, for a new drug or a drug under development for which the supply chain is still being developed and expanded. In at least
one instance where a chemical is a key ingredient to a process and is only available from one or a very small number of suppliers, AFC itself is an alternative supply source and can manufacture the chemical in-house if necessary
Specialty Chemicals.
The major raw materials used in our Specialty Chemicals segment production processes are graphite, sodium chlorate, ammonia,
hydrochloric acid, sodium metal, nitrous oxide and HCFC-123. Our operations consume a significant amount of power (electricity and natural gas); the pricing of these power costs can be volatile. Significant increases in the cost of raw materials or
component parts may have an adverse impact on margins if we are unable to pass along such increases to our customers. All raw materials used in our manufacturing processes typically are available in commercial quantities.
GOVERNMENT CONTRACTS SUBJECT TO TERMINATION.
U.S. government contracts are dependent on the continuing availability of congressional appropriations.
Congress usually appropriates funds for a given program on a fiscal year basis even though contract performance may take more than one year. As a result, at the outset of a major program, the contract is usually incrementally funded, and additional
monies are normally committed to the contract by the procuring agency only as Congress makes appropriations for future fiscal years. In addition, most U.S. government contracts are subject to modification if funding is changed. Any failure by
Congress to appropriate additional funds to any program in which we or our customers participate, or any contract modification as a result of funding changes, could materially delay or terminate the program for us or for our customers. Since our
significant customers in our Specialty Chemicals segment are mainly U.S. government contractors or subcontractors subject to this yearly congressional appropriations process, their purchase of our products are also dependent on their U.S. government
contracts not being materially curtailed. In addition, to the extent we are acting as a subcontractor to U.S. government contractors, we are subject to the risk that the U.S. government may terminate its contracts with its contractors either for its
convenience or in the event of a default by the applicable contractor. Furthermore, since our significant customers are U.S. government contractors, they may cease purchasing our products if their contracts are terminated, which may have a material
adverse effect on our operating results, financial condition or cash flow.
INSURANCE.
We maintain liability and property insurance coverage
at amounts that management believes are sufficient to meet our anticipated needs in light of historical experience to cover future litigation and claims. There is no assurance, however, that we will not incur losses beyond the limits of, or outside
the coverage of, our insurance.
EMPLOYEES.
At September 30, 2012, we employed approximately 494 persons in executive, administrative,
sales and manufacturing capacities. We consider our relationships with our employees to be satisfactory.
At September 30, 2012, approximately 162
employees of our Fine Chemicals segment were covered by collective bargaining or similar agreements which expire in June 2013.
16
AVAILABLE INFORMATION.
We are subject to the informational requirements of the Securities Exchange Act of
1934, as amended, and file or furnish reports, proxy statements, and other information with the SEC. We make our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and all amendments to these
reports, if any, available free of charge on our corporate website at http://www.apfc.com as soon as reasonably practicable after such reports are filed with, or furnished to, the SEC. The information contained on our website is not part of this
report or incorporated by reference herein.
Item 1A. Risk Factors (Dollars in Thousands)
Our business, financial condition and operating results can be affected by a number of factors, including those described below, any one of which could cause our
actual results to vary materially from recent results or from our anticipated future results. Any of these risks could also materially and adversely affect our business, financial condition or the price of our common stock or other securities. In
addition to the other information contained in this annual report on Form 10-K and our other filings with the SEC, the following risk factors should be considered carefully before you decide whether to buy, hold or sell our common stock. Additional
risks not presently known to us or that we currently deem immaterial may also impair our business, financial conditions, results of operations and stock price.
We depend on a limited number of customers for most of our sales and the loss of one or more of these customers could have a material adverse effect on our financial position, results of operations and cash
flows.
Most of the perchlorate chemicals we produce, which accounted for 88% of our total revenues in the Specialty Chemicals segment for Fiscal
2012 and approximately 33% of our consolidated total revenues for Fiscal 2012, are purchased by two customers. Should our relationship with one or more of our major Specialty Chemicals customers change adversely, the resulting loss of business could
have a material adverse effect on our financial position, results of operations and cash flows. In addition, if one or more of our major Specialty Chemicals customers substantially reduced their volume of purchases from us or otherwise delayed some
or all of their purchases from us, it could have a material adverse effect on our financial position, results of operations and cash flows. Should one of our major Specialty Chemicals customers encounter financial difficulties, the exposure on
uncollectible receivables and unusable inventory could have a material adverse effect on our financial position, results of operations and cash flows.
Furthermore, our Fine Chemicals segments success is largely dependent upon the manufacturing by AFC of a limited number of registered intermediates and active
pharmaceutical ingredients for a limited number of key customers. One customer of AFC accounted for 31% of our consolidated revenue and the top two customers of AFC accounted for approximately 72% of its revenues, and 43% of our consolidated
revenues, in Fiscal 2012. Negative developments in these customer relationships or in either of the customers business, or failure to renew or extend certain contracts, may have a material adverse effect on the results of operations of AFC.
Moreover, from time to time key customers have reduced their orders, and one or more of these customers might reduce their orders in the future, or one or more of them may attempt to negotiate lower prices, any of which could have a similar negative
effect on the results of operations of AFC. If the pharmaceutical products that AFCs customers produce using its compounds experience any problems, including problems related to their safety or efficacy, delays in filing with or approval by
the FDA, or other regulatory agencies, failures in achieving success in the market, expiration or loss of patent/regulatory protection, or competition, including competition from generic drugs, these customers may substantially reduce or cease to
purchase AFCs compounds, which could have a material adverse effect on the revenues and results of operations of AFC.
17
The inherent limitations of our fixed-price or similar contracts may impact our profitability.
A substantial portion of our revenues are derived from our fixed-price or similar contracts. When we enter into fixed-price contracts, we agree
to perform the scope of work specified in the contract for a predetermined price. Many of our fixed-price or similar contracts require us to provide a customized product over a long period at a pre-established price or prices for such product. For
example, when AFC is initially engaged to manufacture a product, we often agree to set the price for such product, and any time-based increases to such price, at the beginning of the contracting period and prior to fully testing and beginning the
customized manufacturing process. Depending on the fixed price negotiated, these contracts may provide us with an opportunity to achieve higher profits based on the relationship between our total estimated contract costs and the contracts
fixed price. However, we bear the risk that increased or unexpected costs, or external factors that may impact contract costs, fixed prices or profit yields, such as fluctuations in international currency exchange rates, may reduce our profit or
cause us to incur a loss on the contract, which could reduce our net sales and net earnings. Ultimately, fixed-price contracts and similar types of contracts present the inherent risk of un-reimbursed cost overruns and unanticipated external factors
that negatively impact contract costs, fixed prices or profit yields, any of which could have a material adverse effect on our operating results, financial condition, or cash flows. Moreover, to the extent that we do not anticipate the increase in
cost or the effect of external factors over time on the production or pricing of the products which are the subject of our fixed-price contracts, our profitability could be adversely affected.
The numerous and often complex laws and regulations and regulatory oversight to which our operations and properties are subject, the cost of compliance, and the effect of any failure to comply could reduce
our profitability and liquidity.
The nature of our operations subject us to extensive and often complex and frequently changing federal, state,
local and foreign laws and regulations and regulatory oversight, including with respect to emissions to air, discharges to water and waste management as well as with respect to the sale and, in certain cases, export of controlled products. For
example, in our Fine Chemicals segment, modifications, enhancements or changes in manufacturing sites of approved products are subject to complex regulations of the FDA, and, in many circumstances, such actions may require the express approval of
the FDA, which in turn may require a lengthy application process and, ultimately, may not be obtainable. The facilities of AFC are periodically subject to scheduled and unscheduled inspection by the FDA and other governmental agencies. Operations at
these facilities could be interrupted or halted if such inspections are unsatisfactory and we could experience fines and/or other regulatory actions if we are found not to be in regulatory compliance. AFCs customers face similarly high
regulatory requirements. Before marketing most drug products, AFCs customers generally are required to obtain approval from the FDA based upon pre-clinical testing, clinical trials showing safety and efficacy, chemistry and manufacturing
control data, and other data and information. The generation of these required data is regulated by the FDA and can be time-consuming and expensive, and the results might not justify approval. In some cases, approval is required from other
regulatory agencies such as the DEA. Even if AFCs customers are successful in obtaining all required pre-marketing approvals, post-marketing requirements and any failure on either AFCs or its customers part to comply with other
regulations could result in suspension or limitation of approvals or commercial activities pertaining to affected products.
Because we operate in highly
regulated industries, we may be affected significantly by legislative and other regulatory actions and developments concerning or impacting various aspects of our operations and products or our customers. To meet changing licensing and regulatory
standards, we may be required to make additional significant site or operational modifications, potentially involving substantial expenditures or the reduction or suspension of certain operations. For example, in our Fine Chemicals segment, any
regulatory changes could impose on AFC or its customers changes to manufacturing methods or facilities, pharmaceutical importation, expanded or different labeling, new approvals, the recall, replacement or discontinuance of certain products,
additional record keeping, testing, price or purchase controls or limitations, and expanded documentation of the properties of certain products and
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scientific substantiation. AFCs failure to comply with governmental regulations, in particular those of the FDA and DEA, can result in fines, unanticipated compliance expenditures, recall
or seizure of products, delays in, or total or partial suspension or withdrawal of, approval of production or distribution, suspension of the FDAs review of relevant product applications, termination of ongoing research, disqualification of
data for submission to regulatory authorities, enforcement actions, injunctions and criminal prosecution. Under certain circumstances, the FDA also has the authority to revoke previously granted drug approvals. Although we have instituted internal
compliance programs, if regulations or the standards by which they are enforced change and/or compliance is deficient in any significant way, such as a failure to materially comply with the FDAs current Good Manufacturing Practices or
cGMP guidelines, or if a regulatory authority asserts publically or otherwise such a deficiency or takes action against us whether or not the underlying asserted deficiency is ultimately found to be sustainable, it could have a material
adverse effect on us. In our Specialty Chemicals and Fine Chemicals segments, changes in environmental regulations could result in requirements to add or modify emissions control, water treatment, or waste handling equipment, processes or
arrangements, which could impose significant additional costs for equipment at and operation of our facilities.
Moreover, in other areas of our
business, we, like other government and military subcontractors, are subject indirectly in many cases to government contracting regulations and the additional costs, burdens and risks associated with meeting these heightened contracting
requirements. Failure to comply with government contracting regulations may result in contract termination, the potential for substantial civil and criminal penalties, and, under certain circumstances, our suspension and debarment from future U.S.
government contracts for a period of time. For example, these consequences could be imposed for failing to follow procurement integrity and bidding rules, employing improper billing practices or otherwise failing to follow cost accounting standards,
receiving or paying kickbacks or filing false claims. In addition, the U.S. government and its principal prime contractors periodically investigate the U.S. governments subcontractors, including with respect to financial viability, as part of
the U.S. governments risk assessment process associated with the award of new contracts. Consequently, for example, if the U.S. government or one or more prime contractors were to determine that we were not financially viable, our ability to
continue to act as a government subcontractor would be impaired. Further, a portion of our business involves the sale of controlled products overseas, such as supplying ammonium perchlorate, or AP, to various foreign defense programs and
commercial space programs. Foreign sales subject us to numerous additional complex U.S. and foreign laws and regulations, including laws and regulations governing import-export controls applicable to the sale and export of munitions and other
controlled products and commodities, repatriation of earnings, exchange controls, the Foreign Corrupt Practices Act, and the anti-boycott provisions of the U.S. Export Administration Act. The costs of complying with the various and often complex and
frequently changing laws and regulations and regulatory oversight applicable to us and the businesses in which we engage, and the consequences should we fail to comply, even inadvertently, with such requirements, could be significant and could
reduce our profitability and liquidity.
A significant portion of our business is based on contracts with the contractors or subcontractors to the
U.S. government and these contracts are impacted by governmental priorities and are subject to potential fluctuations in funding or early termination, including for convenience, any of which could have a material adverse effect on our operating
results, financial condition or cash flows.
Sales to U.S. government prime contractors and subcontractors represent a significant portion of our
business. We also make sales to the U.S. government from time to time. In Fiscal 2012, our Specialty Chemicals segment generated approximately 30% of consolidated revenues, primarily sales of rocket-grade AP, from sales to U.S. government prime
contractors and subcontractors. Funding of U.S. governmental programs is generally subject to annual congressional appropriations, and congressional priorities are subject to change. In the case of major programs, U.S. government contracts are
usually incrementally funded. In addition, U.S. government expenditures for defense and NASA programs may
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fluctuate from year to year and specific programs, in connection with which we may receive significant revenue, may be terminated or curtailed. For example, one significant use of rocket-grade AP
historically has been in NASAs Space Shuttle program. Consequently, with the recent retirement of the Space Shuttle fleet, the long-term demand for rocket-grade AP may be uncertain. While rocket-grade AP volume increased in Fiscal 2012,
supported by the return in Fiscal 2012 of quantities for development motors for the NASAs HLV which is part of the new SLS, the HLV is still in the development phase and NASA could shift away from the use of AP as the oxidizing agent for solid
propellant rockets or the use of solid propellant rockets in NASAs space exploration programs in the future. If the use of AP as the oxidizing agent for solid propellant rockets or the use of solid propellant rockets in NASAs space
exploration programs are discontinued or significantly reduced, it could have a material adverse effect on our operating results, financial condition, or cash flows.
Recent economic crises, and the U.S. governments corresponding actions, may result in cutbacks in major government programs. A decline in government expenditures or any failure by Congress to appropriate
additional funds to any program in which we or our customers participate, or any contract modification as a result of funding changes, could materially delay or terminate the program for us or for our customers. Moreover, the U.S. government may
terminate its contracts with its suppliers either for its convenience or in the event of a default by the supplier. Since a significant portion of our customer base is U.S. government contractors or subcontractors, we may have limited ability to
collect fully on our contracts when the U.S. government terminates its contracts. If a contract is terminated by the U.S. government where we are a subcontractor, the U.S. government contractor may cease purchasing our products if its contracts are
terminated. We may have resources applied to specific government-related contracts and, if any of those contracts were terminated, we may incur substantial costs redeploying these resources. Given the significance to our business of contracts based
on U.S. government contracts, fluctuations or reductions in governmental funding for particular governmental programs and/or termination of existing governmental programs and related contracts may have a material adverse effect on our operating
results, financial condition or cash flows.
We may be subject to potentially material costs and liabilities in connection with environmental or
health matters.
Some of our operations may create risks of adverse environmental and health effects, any of which might not be covered by
insurance. In the past, we have been required to take remedial action to address particular environmental and health concerns identified by governmental agencies in connection with the production of perchlorate. It is possible that we may be
required to take further remedial action in the future in connection with our production of perchlorate, whether at our former facility in Henderson, Nevada, or at our current production facility in Iron County, Utah, or we may enter voluntary
agreements with governmental agencies to take such actions. Moreover, in connection with other operations, we may become obligated in the future for environmental liabilities if we fail to abide by limitations placed on us by governmental agencies.
There can be no assurance that material costs or liabilities will not be incurred or restrictions will not be placed upon us in order to rectify any past or future occurrences related to environmental or health matters. Such material costs or
liabilities, or increases in, or charges associated with, existing environmental or health-related liabilities, also may have a material adverse effect on our operating results, earnings or financial condition.
Review of Perchlorate Toxicity by the EPA.
Currently, perchlorate is on the EPAs Contaminant Candidate List 3. In February 2011, the EPA announced that
it had determined to move forward with the development of a regulation for perchlorates in drinking water, reversing its October 2008 preliminary determination not to promulgate such a regulation. Accordingly, the EPA announced its intention to
begin to evaluate the feasibility and affordability of treatment technologies to remove perchlorate and to examine the costs and benefits of potential standards. At the time, the EPA stated that its intention was to publish a proposed
regulation and analyses for public review and comment within 24 months, and, if a regulation is adopted, to promulgate a final regulation within 18 months after publication of its proposal. Regulatory review and anticipated regulatory actions
present general business risk to us, but no regulatory proposal of the EPA or any state in which we operate, to date,
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has been publicly announced that we believe would have a material effect on our results of operations and financial position or that would cause us to significantly modify or curtail our business
practices, including our remediation activities discussed below.
However, the outcome of the federal EPA action, as well as any similar state regulatory
action, will influence the number, if any, of potential sites that may be subject to remediation action, which could, in turn, cause us to incur material costs. It is possible that federal and, potentially, one or more state or local regulatory
agencies may change existing, or establish new, standards for perchlorate, which could lead to additional expenditures for environmental remediation in the future, and/or additional, potentially material costs to defend against new claims resulting
from such regulatory agency actions.
Perchlorate Remediation Project in Henderson, Nevada.
We commercially manufactured perchlorate chemicals at
a facility in Henderson, Nevada, or the AMPAC Henderson Site, until May 1988. In 1997, the Southern Nevada Water Authority, or SNWA, detected trace amounts of the perchlorate anion in Lake Mead and the Las Vegas Wash. Lake Mead is a
source of drinking water for Southern Nevada and areas of Southern California. The Las Vegas Wash flows into Lake Mead from the Las Vegas valley. In response to this discovery by SNWA, and at the request of the Nevada Division of Environmental
Protection, or NDEP, we engaged in an investigation of groundwater near the AMPAC Henderson Site and down gradient toward the Las Vegas Wash. At the direction of NDEP and the EPA, we conducted an investigation of remediation technologies for
perchlorate in groundwater with the intention of remediating groundwater near the AMPAC Henderson Site. In the fiscal year ended September 30, 2005 (Fiscal 2005), we submitted a work plan to NDEP for the construction of a
remediation facility near the AMPAC Henderson Site. The permanent plant began operation in December 2006. Late in Fiscal 2009, we gained additional information from groundwater modeling that indicates groundwater emanating from the AMPAC Henderson
Site in certain areas in deeper zones (more than 150 feet below ground surface) is moving toward our existing remediation facility at a much slower pace than previously estimated. As a result of this additional data, related model interpretations
and consultations with NDEP, we re-evaluated our remediation operations and determined that we should be able to improve the effectiveness of the treatment program and significantly reduce the total project time by expanding the then existing
treatment system. The expansion includes the installation of additional groundwater extraction wells in the deeper, more concentrated areas, construction of an underground pipeline to move extracted groundwater to our treatment facility, and the
addition of fluidized bed reactor (FBR) bioremediation treatment equipment (the Expansion Project).
Henderson Site
Environmental Remediation Reserve.
During Fiscal 2005 and the fiscal year ended September 30, 2006, we recorded aggregate charges for $26,000 representing our then estimates of the probable costs of our remediation efforts at the AMPAC
Henderson Site, including the costs for capital equipment and on-going operating and maintenance (O&M). Following the receipt of new data regarding groundwater movement late in Fiscal 2009, we added the Expansion Project to the
planned scope of our remediation operations. As a result, we increased our accruals by approximately $13,700.
Through June 2011, and in cooperation with
NDEP, we worked to develop the formal design and engineering of the Expansion Project. Based on data obtained through that date, which was largely comprised of firm quotations, we determined that significant modifications to our Fiscal 2009
assumptions were required. As a result, in June 2011, we accrued an additional $6,000 for the estimated increase in cost of the capital component of the Expansion Project, offset slightly by reductions in O&M cost estimates. The estimated
capital costs of the Expansion Project increased by approximately $6,400. The increase reflected (i) an increase in the capacity of the FBR bioremediation treatment equipment to accommodate technical requirements based on the testing of new
extraction wells in the fall of 2010, and (ii) higher than initially anticipated cost associated with the installation of the equipment and construction of the pipeline. Our estimate of total O&M costs was reduced by approximately $400. Due
to uncertainties inherent in making estimates, our estimates of capital and O&M costs may later require significant revision as new facts become available and circumstances change.
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In September 2012, we commenced initial operation of the Expansion Project. Related system optimization and other
start-up activities will continue into the early months of Fiscal 2013. In September 2012, we recorded an additional remediation charge in the amount of $700, which is substantially attributed to the true-up of estimates to the expected final cost
of the expansion project. Due to uncertainties inherent in making estimates, our estimates of capital and O&M costs may later require significant revision as new facts become available and circumstances change.
As of September 30, 2012, the aggregate range of anticipated environmental remediation costs was from approximately $13,000 to approximately $36,900. This
range represents a significant estimate and is based on the estimable elements of cost for capital and O&M costs, and an estimated remaining operating life of the project through a range from the years 2017 to 2030. As of September 30, 2012, the
accrued amount was $16,754, based on an estimated remaining life of the project through the year 2019, or the low end of the more likely range of the expected life of the project. Cost estimates are based on our current assessments of the facility
configuration. As we have proceeded with the project, we have, and may in the future, become aware of elements of the facility configuration that must be changed to meet the targeted operational requirements. Certain of these changes may result in
corresponding cost increases. Costs associated with the changes are accrued when a reasonable alternative, or range of alternatives, is identified and the cost of such alternative is estimable. Our estimated reserve for environmental remediation is
based on information currently available to us and may be subject to material adjustment upward or downward in future periods as new facts or circumstances may indicate.
Other Environmental Matters.
As part of our acquisition of the fine chemicals business of GenCorp Inc., AFC leased 241 acres of land on a Superfund site in Rancho Cordova, California, owned by
Aerojet-General Corporation, a wholly-owned subsidiary of GenCorp Inc. The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, or CERCLA, has very strict joint and several liability provisions that make any owner or
operator of a Superfund site a potentially responsible party for remediation activities. AFC could be considered an operator for purposes of CERCLA and, in theory, could be a potentially responsible party
for purposes of contribution to the site remediation, although we received a letter from the EPA in November 2005 indicating that the EPA does not intend to pursue any clean up or enforcement actions under CERCLA against future lessees of the
Aerojet property for existing contamination, provided that the lessees do not contribute to or do not exacerbate existing contamination on or under the Superfund site. Additionally, pursuant to the EPA consent order governing remediation for this
site, AFC must abide by certain limitations regarding construction and development of the site which may restrict AFCs operational flexibility and require additional substantial capital expenditures that could negatively affect the results of
operations for AFC.
Although we have established an environmental reserve for remediation activities in Henderson, Nevada, given the many
uncertainties involved in assessing environmental liabilities, our environmental-related risks may exceed any related reserves.
As of
September 30, 2012, we had recorded reserves in connection with the AMPAC Henderson Site of approximately $16,754. However, as of such date, we had not established any other environmental-related reserves. Given the many uncertainties involved
in assessing and estimating environmental liabilities, our environmental-related risks may exceed any related reserves, as we may not have established reserves with respect to such environmental liabilities, or any reserves we have established may
prove to be insufficient. We continually evaluate the adequacy of our reserves on a quarterly basis, and they could change. For example, during the quarter ended June 30, 2011, we increased our environmental reserves in connection with the
AMPAC Henderson Site by approximately $6,000 as a result of an increase in anticipated costs associated with remediation efforts at the site. In addition, reserves with respect to environmental matters are based only on known sites and the known
contamination at those sites. It is possible that additional remediation sites will be identified in the future or that unknown contamination, or further contamination beyond that which is currently known, at previously identified sites will be
discovered. The discovery of additional environmental exposures at sites that we currently own or operate or at which we formerly operated, or at sites to which we have sent hazardous substances or wastes for treatment, recycling or disposal, could
lead us to have
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additional expenditures for environmental remediation in the future and, given the many uncertainties involved in assessing environmental liabilities, we may not have adequately reserved for such
liabilities or any reserves we have established may prove to be insufficient.
For each of our Specialty Chemicals and Fine Chemicals segments,
production is conducted in a single facility and any significant disruption or delay at a particular facility could have a material adverse effect on our business, financial position and results of operations.
Our Specialty Chemicals segment products are produced at our Iron County, Utah facility and our Fine Chemicals segment products are currently produced at our Rancho
Cordova, California facility. Any of these facilities could be disrupted or damaged by fire, floods, earthquakes, power loss, systems failures or similar or other events. Although we have contingency plans in effect for natural disasters or other
catastrophic events, these events could still disrupt our operations. Even though we carry business interruption insurance, we may suffer losses as a result of business interruptions that exceed the coverage available under our insurance policies. A
significant disruption at one of our facilities, even on a short-term basis, could impair our ability to produce and ship the particular business segments products to market on a timely basis, which could have a material adverse effect on our
business, financial position and results of operations.
The release or explosion of dangerous materials used in our business could disrupt our
operations and cause us to incur additional costs and liabilities.
Our operations involve the handling, production, storage, and disposal of
potentially explosive or hazardous materials and other dangerous chemicals, including materials used in rocket propulsion. Despite our use of specialized facilities to handle dangerous materials and intensive employee training programs, the handling
and production of hazardous materials could result in incidents that shut down (on a short-term basis or for longer periods) or otherwise disrupt our manufacturing operations and could cause production delays. Our manufacturing operations could also
be the subject of an external or internal event, such as a terrorist attack or external or internal accident, that, despite our security, safety and other precautions, results in a disruption or delay in our operations. It is possible that a release
of hazardous materials or other dangerous chemicals from one of our facilities or an explosion could result in death or significant injuries to employees and others. Material property damage to us and third parties could also occur. For example, on
May 4, 1988, our former manufacturing and office facilities in Henderson, Nevada were destroyed by a series of massive explosions and associated fires. Extensive property damage occurred both at our facilities and in immediately adjacent areas,
the principal damage occurring within a three-mile radius. Production of AP ceased for a 15-month period following that incident. Significant interruptions were also experienced in our other businesses, which occupied the same or adjacent sites.
There can be no assurance that another incident would not interrupt some or all of the activities carried on at our current AP manufacturing site. The use of our products in applications by our customers could also result in liability if an
explosion, fire or other similarly disruptive event were to occur. Any release or explosion could expose us to adverse publicity or liability for damages or cause production delays, any of which could have a material adverse effect on our reputation
and profitability and could cause us to incur additional costs and liabilities.
Disruptions in the supply of key raw materials and difficulties in
the supplier qualification process, as well as increases in prices of raw materials, could adversely impact our operations.
Key raw materials
used in our operations include sodium chlorate, graphite, ammonia, sodium metal, nitrous oxide, HCFC-123, and hydrochloric acid. We closely monitor sources of supply to assure that adequate raw materials and other supplies and components needed in
our manufacturing processes are available. In addition, as supplier to U.S. government contractors or subcontractors, we are frequently limited to procuring materials and components from sources of supply that can meet rigorous government and/or
customer specifications. If a supplier provides to us raw materials or other supplies or components that are deficient or defective or if a supplier fails to provide to us such materials, supplies or components in a timely manner or at all, we may
have limited ability to find appropriate substitutes or otherwise meet required specifications and deadlines. In addition, as
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business conditions, the U.S. defense budget, and congressional allocations change, suppliers of specialty chemicals and materials sometimes consider dropping or in fact drop low volume items
from their product lines, which may require, as it has in the past, qualification of new suppliers for raw materials on key programs. The qualification process may impact our profitability or ability to meet contract deliveries and/or delivery
timelines. Moreover, we could experience inventory shortages if we are required to use an alternative supplier on short notice, which also could lead to raw materials being purchased on less favorable terms than we have with our regular suppliers.
We are further impacted by the cost of raw materials used in production on fixed-price contracts. The increased cost of natural gas and electricity also has a significant impact on the cost of operating our Specialty Chemicals segment facility.
AFC uses substantial amounts of raw materials in its production processes, in particular chemicals, including specialty and bulk chemicals, which
include petroleum-based solvents. Increases in the prices of raw materials which AFC purchases from third party suppliers could adversely impact operating results. In certain cases, the customer either provides some of the raw materials which are
used by AFC to produce or manufacture the customers products or requires AFC to use a particular or limited number of suppliers for a raw material. Failure to receive raw materials in a timely manner, whether from a third party supplier or a
customer, could cause AFC to fail to meet production schedules and adversely impact revenues and operating results. A delay in the arrival of the shipment of raw materials from a third party supplier could have a significant impact on AFCs
ability to meet its contractual commitments to customers. Certain key raw materials are obtained from sources from outside the U.S., including the Peoples Republic of China. Factors that can cause delays in the arrival of raw materials include
weather or other natural events, political unrest in countries from which raw materials are sourced or through which they are delivered, terrorist attacks or related events in such countries or in the U.S., and work stoppages by suppliers or
shippers. In addition, the availability of certain chemicals is subject to DEA quotas.
Prolonged disruptions in the supply of any of our key raw
materials, difficulty completing qualification of new sources of supply, implementing use of replacement materials or new sources of supply, or a continuing increase in the prices of raw materials and energy could have a material adverse effect on
our operating results, financial condition or cash flows.
Each of our Specialty Chemicals and Fine Chemicals segments may be unable to comply with
customer specifications and manufacturing instructions or may experience delays or other problems with existing or new products, which could result in increased costs, losses of sales and potential breach of customer contracts.
Each of our Specialty Chemicals and Fine Chemicals segments produces products that are highly customized, require high levels of precision to manufacture and are
subject to exacting customer and other requirements, including strict timing and delivery requirements. For example, our Fine Chemicals segment produces chemical compounds that are difficult to manufacture, including highly energetic and highly
toxic materials. These chemical compounds are manufactured to exacting specifications of our customers filings with the FDA and other regulatory authorities worldwide. The production of these chemicals requires a high degree of precision and
strict adherence to safety and quality standards. Regulatory agencies, such as the FDA and the European Medicines Agency, or EMEA, have regulatory oversight over the production process for many of the products that AFC manufactures for its
customers. For controlled substances, compliance with DEA regulations is also required. AFC employs sophisticated and rigorous manufacturing and testing practices to ensure compliance with the FDAs cGMP guidelines and the International
Conference on Harmonization Q7A. Because the chemical compounds produced by AFC are so highly customized, they are also subject to customer acceptance requirements, including strict timing and delivery requirements. If AFC is unable to adhere to the
standards required or fails to meet the customers timing and delivery requirements, the customer may reject the chemical compounds. In such instances, AFC may also be in breach of its customers contract.
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Like our Fine Chemicals segment, our Specialty Chemicals segment faces similar production demands and requirements. A
significant failure or inability to comply with customer specifications and manufacturing requirements or delays or other problems with existing or new products could result in increased costs, losses of sales and potential breaches of customer
contracts, which could affect our operating results and revenues.
Successful commercialization of pharmaceutical products and product line
extensions is very difficult and subject to many uncertainties. If a customer is not able to successfully commercialize its products for which AFC produces compounds or if a product is subsequently recalled, then the operating results of AFC may be
negatively impacted.
Successful commercialization of pharmaceutical products and product line extensions requires accurate anticipation of
market and customer acceptance of particular products, customers needs, the sale of competitive products, and emerging technological trends, among other things. Additionally, for successful product development, our customers must complete many
complex formulation and analytical testing requirements and timely obtain regulatory approvals from the FDA and other regulatory agencies. When developed, new or reformulated drugs may not exhibit desired characteristics or may not be accepted by
the marketplace. Complications can also arise during production scale-up. In addition, a customers product that includes ingredients that are manufactured by AFC may be subsequently recalled or withdrawn from the market by the customer. The
recall or withdrawal may be for reasons beyond the control of AFC. Moreover, products may encounter unexpected, irresolvable patent conflicts or may not have enforceable intellectual property rights. If the customer is not able to successfully
commercialize a product for which AFC produces compounds, or if there is a subsequent recall or withdrawal of a product manufactured by AFC or that includes ingredients manufactured by AFC for its customers, it could have an adverse impact on
AFCs operating results, including its forecasted or actual revenues.
A strike or other work stoppage, or the inability to renew collective
bargaining agreements on favorable terms, could have a material adverse effect on the cost structure and operational capabilities of AFC.
As of
September 30, 2012, AFC had approximately 162 employees that were covered by collective bargaining or similar agreements. We consider our relationships with our unionized employees to be satisfactory. In July 2010, AFCs collective
bargaining and similar agreements were renegotiated and extended to June 2013. If we are unable to negotiate acceptable new agreements with the union representing these employees upon expiration of the existing contracts, we could experience
strikes or work stoppages. Even if AFC is successful in negotiating new agreements, the new agreements could call for higher wages or benefits paid to union members, which would increase AFCs operating costs and could adversely affect its
profitability. If the unionized workers were to engage in a strike or other work stoppage, or other non-unionized operations were to become unionized, AFC could experience a significant disruption of operations at its facilities or higher ongoing
labor costs. A strike or other work stoppage in the facilities of any of its major customers or suppliers could also have similar effects on AFC.
The pharmaceutical fine chemicals industry is a capital-intensive industry and if AFC does not have sufficient financial resources to finance the necessary
capital expenditures, its business and results of operations may be harmed.
The pharmaceutical fine chemicals industry is a capital-intensive
industry. Consequently, AFCs capital expenditures consume cash from our Fine Chemicals segment and our other operations and may also consume cash from borrowings. Increases in capital expenditures may result in low levels of working capital or
require us to finance working capital deficits, which may be potentially costly or even unavailable given on-going conditions of the credit markets in the U.S. Changes in the availability, terms and costs of capital or a reduction in credit rating
or outlook could cause our cost of doing business to increase and place us at a competitive disadvantage. These factors could substantially constrain AFCs growth, increase AFCs costs and negatively impact its operating results.
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We may be subject to potential liability claims for our products or services that could affect our earnings and
financial condition and harm our reputation.
We may face potential liability claims based on our products or services in our several lines of
business under certain circumstances, and any such claims could result in significant expenses, disrupt sales and affect our reputation and that of our products. For example, a customers product may include ingredients that are manufactured by
AFC. Although such ingredients are generally made pursuant to specific instructions from our customer and tested using techniques provided by our customer, the customers product may, nevertheless, be subsequently recalled or withdrawn from the
market by the customer, and the recall or withdrawal may be due in part or wholly to product failures or inadequacies that may or may not be related to the ingredients we manufactured for the customer. In such a case, the recall or withdrawal may
result in claims being made against us. Although we seek to reduce our potential liability through measures such as contractual indemnification provisions with customers, we cannot assure you that such measures will be enforced or effective. We
could be materially and adversely affected if we were required to pay damages or incur defense costs in connection with a claim that is outside the scope of the indemnification agreements, if the indemnity, although legally enforceable, is not
applicable in accordance with its terms or if our liability exceeds the amount of the applicable indemnification, or if the amount of the indemnification exceeds the financial capacity of our customer. In certain instances, we may have in place
product liability insurance coverage, which is generally available in the market, but which may be limited in scope and amount. In other instances, we may have self-insured the risk for any such potential claim. There can be no assurance that our
insurance coverage, if available, will be adequate or that insurance coverage will continue to be available on terms acceptable to us. Given the current economic environment, it is also possible that our insurers may not be able to pay on any claims
we might bring. Unexpected results could cause us to have financial exposure in these matters in excess of insurance coverage and recorded reserves, requiring us to provide additional reserves to address these liabilities, impacting profits.
Moreover, any claim brought against us, even if ultimately found to be insignificant or without merit, could damage our reputation, which, in turn, may impact our business prospects and future results.
Technology innovations in the markets that we serve may create alternatives to our products and result in reduced sales.
Technology innovations to which our current and potential customers might have access could reduce or eliminate their need for our products, which could negatively
impact the sale of those products. Our customers constantly attempt to reduce their manufacturing costs and improve product quality, such as by seeking out producers using the latest manufacturing techniques or by producing component products
themselves, if outsourcing is perceived to be not cost effective. To continue to succeed, we will need to manufacture and deliver products, and develop better and more efficient means of manufacturing and delivering products, that address evolving
customer needs and changes in the market on a timely and cost-effective basis, using the latest and/or most efficient technology available. We may be unable to respond on a timely basis to any or all of the changing needs of our customer base.
Separately, our competitors may develop technologies that render our existing technology and products obsolete or uncompetitive. Our competitors may also implement new technologies before we are able to do so, allowing them to provide products at
more competitive prices. Technology developed by others in the future could, among other things, require us to write-down obsolete facilities, equipment and technology or require us to make significant capital expenditures in order to stay
competitive. Our failure to develop, introduce or enhance products and technologies able to compete with new products and technologies in a timely manner could have an adverse effect on our business, results of operations and financial condition.
We are subject to strong competition in certain industries in which we participate and therefore may not be able to compete successfully.
Other than the sale of AP, for which we are the only North American provider, we face competition in all of the other industries in which we
participate. Many of our competitors have financial, technical, production, marketing, research and development and other resources substantially greater than ours.
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As a result, they may be better able to withstand the effects of periodic economic or business segment downturns. Moreover, barriers to entry, other than capital availability, are low in some of
the product segments of our business. Consequently, we may encounter intense bidding for contracts. Capacity additions or technological advances by existing or future competitors may also create greater competition, particularly in pricing. Further,
the pharmaceutical fine chemicals market is fragmented and competitive. Pharmaceutical fine chemicals manufacturers generally compete based on their breadth of technology base, research and development and chemical expertise, flexibility and
scheduling of manufacturing capabilities, safety record, regulatory compliance history and price. AFC faces increasing competition from pharmaceutical contract manufacturers, in particular competitors located in the Peoples Republic of China
and India, where facilities, construction and operating costs are significantly less. If AFC is unable to compete successfully, its results of operations may be materially adversely impacted. Furthermore, there is a worldwide over-capacity of the
ability to produce sodium azide, which creates significant price competition for that product. Maintaining and improving our competitive position will require continued investment in our existing and potential future customer relationships as well
as in our technical, production, and marketing operations. We may be unable to compete successfully with our competitors and our inability to do so could result in a decrease in revenues that we historically have generated from the sale of our
products.
Due to the nature of our business, our sales levels may fluctuate causing our quarterly operating results to fluctuate.
Our quarterly and annual sales are affected by a variety of factors that could lead to significant variability in our operating results,
including as a result of the actual placement, timing and delivery of orders for new and/or existing products. In our Specialty Chemicals segment, the need for our products is generally based on contractually defined milestones that our customers
are bound by and these milestones may fluctuate from quarter to quarter resulting in corresponding sales fluctuations. In our Fine Chemicals segment, some of our products require multiple steps of chemistry, the production of which can span multiple
quarterly periods. Revenue is typically recognized after the final step and when the product has been delivered and accepted by the customer. As a result of this multi-quarter process, revenues and related profits can vary from quarter to quarter.
Consequently, due to factors inherent in the process by which we sell our products, changes in our operating results may fluctuate from quarter to quarter and could result in volatility in our common stock price.
The inherent volatility of the chemical industry affects our capacity utilization and causes fluctuations in our results of operations.
Our Specialty Chemicals and Fine Chemicals segments are subject to volatility that characterizes the chemical industry generally. Thus, the operating rates at our
facilities will impact the comparison of period-to-period results. Different facilities may have differing operating rates from period to period depending on many factors, such as transportation costs and supply and demand for the product produced
at the facility during that period. As a result, individual facilities may be operated below or above rated capacities in any period. We may idle a facility for an extended period of time because an oversupply of a certain product or a lack of
demand for that product makes production uneconomical. The expenses of the shutdown and restart of facilities may adversely affect quarterly results when these events occur. In addition, a temporary shutdown may become permanent, resulting in a
write-down or write-off of the related assets. Moreover, workforce reductions in connection with any short-term or long-term shutdowns, or related cost-cutting measures, could result in an erosion of morale, affect the focus and productivity of our
remaining employees, including those directly responsible for revenue generation, and impair our ability to retain and recruit talent, all of which in turn may adversely affect our future results of operations.
A loss of key personnel or highly skilled employees, or the inability to attract and retain such personnel, could disrupt our operations or impede our growth.
Our executive officers are critical to the management and direction of our businesses. Our future success depends, in large part, on our ability
to retain these officers and other capable management
27
personnel. From time to time we have entered into employment or similar agreements with our executive officers and we may do so in the future, as competitive needs require. These agreements
typically allow the officer to terminate employment with certain levels of severance under particular circumstances, such as a change of control affecting our company. In addition, these agreements generally provide an officer with severance
benefits if we terminate the officer without cause. Our inability to attract and retain talented personnel and replace key personnel in a timely fashion could disrupt the operations of the segment affected or our overall operations. Furthermore, our
business is very technical and the technological and creative skills of our personnel are essential to establishing and maintaining our competitive advantage. For example, customers often turn to AFC because very few companies have the specialized
experience and capabilities and associated personnel required for performing chiral separations, energetic chemistries and projects that require high containment. Our future growth and profitability in part depend upon the knowledge and efforts of
our highly skilled employees, including their ability to keep pace with technological changes in the fine chemicals and specialty chemicals industries, as applicable. We compete vigorously with various other firms to recruit these highly skilled
employees. Our operations could be disrupted by a shortage of available skilled employees or if we are unable to attract and retain these highly skilled and experienced employees.
We may continue to expand our operations through acquisitions, but the acquisitions could divert managements attention and expose us to unanticipated liabilities and costs. We may experience
difficulties integrating the acquired operations, and we may incur costs relating to acquisitions that are never consummated.
Our business
strategy may include growth through future possible acquisitions, in particular in connection with our Fine Chemicals segment. Our future growth is likely to depend, in significant part, on our ability to successfully implement this acquisition
strategy. However, our ability to consummate and integrate effectively any future acquisitions on terms that are favorable to us may be limited by the number of attractive and suitable acquisition targets, internal demands on our resources and our
ability to obtain or otherwise facilitate cost-effective financing, especially during difficult and unsettled economic times in the credit market. Any future acquisitions would currently challenge our existing resources. To the extent that we were
to implement a new acquisition, if we did not properly meet the increasing expenses and demands on our resources resulting from such future growth, our results could be adversely affected. Our success in integrating newly acquired businesses will
depend upon our ability to retain key personnel, avoid diversion of managements attention from operational matters, integrate general and administrative services and key information processing systems and, where necessary, requalify our
customer programs. In addition, future acquisitions could result in the incurrence of additional debt, costs and contingent liabilities. We may also incur costs and divert managements attention to acquisitions that are never consummated.
Integration of acquired operations may take longer, or be more costly or disruptive to our business, than originally anticipated. It is also possible that expected synergies from past or future acquisitions may not materialize.
Although we undertake a diligence investigation of each acquisition target that we pursue, there may be liabilities of the acquired companies or assets that we fail
to or are unable to discover during the diligence investigation and for which we, as a successor owner, may be responsible. In connection with acquisitions, we generally seek to minimize the impact of these types of potential liabilities through
indemnities and warranties from the seller, which may in some instances be supported by deferring payment of a portion of the purchase price. However, these indemnities and warranties, if obtained, may not fully cover the ultimate actual liabilities
due to limitations in scope, amount or duration, financial limitations of the indemnitor or warrantor or other reasons.
28
We have a substantial amount of debt, and the cost of servicing that debt could adversely affect our ability to
take actions, our liquidity or our financial condition.
As of November 30, 2012, we had outstanding debt of approximately $60,000, for
which we are required to make principal and interest payments. Subject to the limits contained in some of the agreements governing our outstanding debt, we may incur additional debt in the future or we may refinance some or all of this debt. Our
level of debt places significant demands on our cash resources, which could:
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make it more difficult for us to satisfy any other outstanding debt obligations;
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require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, reducing the amount of our cash flow available for working
capital, capital expenditures, acquisitions, developing our real estate assets and other general corporate purposes;
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limit our flexibility in planning for, or reacting to, changes in the industries in which we compete;
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place us at a competitive disadvantage compared to our competitors, some of which have lower debt service obligations and greater financial resources than we do;
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limit our ability to borrow additional funds; or
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increase our vulnerability to general adverse economic and industry conditions.
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We are obligated to comply with various ongoing covenants in our debt, which could restrict our operations, and if we should fail to satisfy any of these covenants, the payment under our debt could be
accelerated, which would negatively impact our liquidity.
We are obligated to comply with various ongoing covenants in our debt, including in
certain cases financial covenants, that could restrict our operating activities, and the failure to comply could result in defaults that accelerate the payment under our debt. Our outstanding debt generally contains various affirmative, negative and
financial covenants. These covenants include provisions restricting our and our current and future domestic subsidiaries ability to, among other things:
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pay dividends, repurchase our stock, or make other restricted payments;
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make certain investments or acquisitions;
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incur additional indebtedness;
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create or permit to exist certain liens;
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enter into certain transactions with affiliates;
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consummate a merger, consolidation or sale of assets;
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change our business; and
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wind up, liquidate, or dissolve our affairs.
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Any of the covenants described above may restrict our operations and our ability to pursue potentially advantageous business opportunities. Our failure to comply
with these covenants could also result in an event of default that, if not cured or waived, could result in the acceleration of all or a substantial portion of our debt, which would negatively impact our liquidity. In light of our continued working
capital requirements, and challenging market conditions, there is a risk that we may be unable to continue to comply with one or more of our debt covenants in the future. Such noncompliance could require us to re-negotiate new terms with our lenders
which, in all likelihood, would lead to the incurrence of transaction costs and potentially other less favorable terms and conditions being placed upon us, thereby further negatively impacting our liquidity and results of operations.
Significant changes in discount rates, rates of return on pension assets and other factors could affect our estimates of pension obligations, which in turn
could affect future funding requirements, related costs and our future financial condition, results of operations and cash flows.
As of
September 30, 2012, we had unfunded pension obligations, including the current and non-current portions, of $55,827. The cost of our defined benefit pension plans is recognized through operations
29
over extended periods of time and involves many uncertainties during those periods of time. Our funding policy for our U.S. tax-qualified defined benefit pension plans is to accumulate plan
assets that, over the long run, will approximate the present value of projected benefit obligations. Our pension cost is materially affected by the discount rate used to measure pension obligations, the level of plan assets available to fund those
obligations at the measurement date and the expected long-term rate of return on plan assets. Changes in these and related factors can affect our estimates of pension obligations. Additionally, significant changes in investment performance or a
change in the portfolio mix of invested assets can result in corresponding increases and decreases in the valuation of plan assets or in a change of the expected rate of return on plan assets.
We have unfunded obligations under our U.S. tax-qualified defined benefit pension plans totaling approximately $44,741 on a projected benefit obligation basis as of September 30, 2012. Declines in the value of
plan investments or unfavorable changes in law or regulations that govern pension plan funding could materially change the timing and amount of required funding.
Our suspended stockholder rights plan, Restated Certificate of Incorporation, as amended, and Amended and Restated By-laws discourage unsolicited takeover proposals and could prevent stockholders from
realizing a premium on their common stock.
We have a stockholder rights plan that, although currently suspended, may have the effect of
discouraging unsolicited takeover proposals. The rights issued under the stockholder rights plan would cause substantial dilution to a person or group which attempts to acquire us on terms not approved in advance by our board of directors. In
addition, our Restated Certificate of Incorporation, as amended, and Amended and Restated By-laws contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions
include:
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a classified board of directors;
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the ability of our board of directors to designate the terms of and issue new series of preferred stock;
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advance notice requirements for nominations for election to our board of directors; and
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special voting requirements for the amendment, in certain cases, of our Restated Certificate of Incorporation, as amended, and our Amended and Restated By-laws.
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We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together, our
charter provisions, Delaware law and the stockholder rights plan may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our common stock.
Our proprietary and intellectual property rights may be violated, compromised, circumvented or invalidated, which could damage our operations.
We have numerous patents, patent applications, exclusive and non-exclusive licenses to patents, and unpatented trade secret technologies in the
U.S. and certain foreign countries. There can be no assurance that the steps taken by us to protect our proprietary and intellectual property rights will be adequate to deter misappropriation of these rights. In addition, independent third parties
may develop competitive or superior technologies that could circumvent the future need to use our intellectual property, thereby reducing its value. They may also attempt to invalidate patent rights that we own directly or that we are entitled to
exploit through a license. If we are unable to adequately protect and utilize our intellectual property or proprietary rights, our results of operations may be adversely affected.
Our business and operations would be adversely impacted in the event of a failure of our information technology infrastructure.
We rely upon the capacity, reliability and security of our information technology hardware and software infrastructure and our ability to expand and update this infrastructure in response to our changing needs. We
are constantly updating our information technology infrastructure. Any failure to manage, expand and update our information technology infrastructure or any failure in the operation of this infrastructure could harm our business.
30
Despite our implementation of security measures, our systems are vulnerable to damages from computer viruses, natural
disasters, unauthorized access and other similar disruptions. Any system failure, accident or security breach could result in disruptions to our operations. To the extent that any disruptions or security breach results in a loss or damage to our
data, or in inappropriate disclosure of confidential information, it could harm our business. In addition, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future.
Our common stock price may fluctuate substantially, and a stockholders investment could decline in value.
The market price of our common stock has been highly volatile during the past several years. For example, during the year ended September 30, 2012, the highest
closing sale price for our common stock was $13.47 and the lowest closing sale price for our common stock was $6.85. The realization of any of the risks described in these Risk Factors or other unforeseen risks could have a dramatic and adverse
effect on the market price of our common stock. Moreover, the market price of our common stock may fluctuate substantially due to many factors, including:
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actual or anticipated fluctuations in our results of operations;
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events or concerns related to our products or operations or those of our competitors, including public health, environmental and safety concerns related to
products and operations;
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material public announcements by us or our competitors;
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changes in government regulations or policies, such as new legislation, laws or regulatory decisions that are adverse to us and/or our products;
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changes in key members of management;
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developments in our industries;
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changes in investors acceptable levels of risk;
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trading volume of our common stock; and
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general economic conditions.
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In addition, the
stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to companies operating performance. In addition, the global economic environment and potential uncertainty have
created significant additional volatility in the United States capital markets. Broad market and industry factors may materially harm the market price of our common stock, regardless of our operating performance. In the past, following periods of
volatility in the market price of a companys securities, stockholder derivative lawsuits and/or securities class action litigation has often been instituted against that company. Such litigation, if instituted against us, and whether with or
without merit, could result in substantial costs and divert managements attention and resources, which could harm our business and financial condition, as well as the market price of our common stock. Additionally, volatility or a lack of
positive performance in our stock price may adversely affect our ability to retain key employees or to use our stock to acquire other companies at a time when use of cash or financing for such acquisitions may not be available or in the best
interests of our stockholders.
Item 1B. Unresolved Staff Comments
Not applicable.
31
Item 2. Properties
The following table sets forth certain information regarding our properties at September 30, 2012 (dollars in thousands):
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Location
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Principal Use
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Approximate Area
or Floor Space
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Status
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Approximate
Annual Rent
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(a) Iron County, UT
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Specialty Chemicals and Water Treatment Equipment Manufacturing Facilities
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258 Acres
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Owned
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N/A
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(b) Rancho Cordova, CA
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Fine Chemicals Manufacturing Facility
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241 Acres
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Owned/Leased
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$0
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(c) La Porte, TX
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Fine Chemicals Manufacturing Facility
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5 Acres
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Owned
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N/A
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(d) Las Vegas, NV
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Executive Offices
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22,531 sq.ft.
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Leased
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$1,001
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(e) Henderson, NV
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Groundwater Remediation Site
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1.75 Acres
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Owned
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N/A
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(a)
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This facility is shared by the Specialty Chemicals segment and our Other Businesses segment for the production of perchlorate, sodium azide and Halotron products and water
treatment equipment. Presently, this facility has significant remaining capacity. We own approximately 5000 acres of land that is utilized and adjacent to our Utah facilities. The acreage indicated in the chart represents land currently utilized by
our manufacturing facilities.
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(b)
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This facility is used by the Fine Chemicals segment for the production of active pharmaceutical ingredients and registered intermediates. All buildings and improvements are
owned. The land is leased under a capital lease arrangement with a bargain purchase option. Presently, this facility has adequate capacity.
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(c)
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This facility is currently idle and will be used for the expansion of fine chemical manufacturing.
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(d)
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These offices are used for our corporate office functions.
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(e)
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This facility is used for the groundwater remediation activities of the Company.
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We consider our facilities to be adequate for our present needs and suitable for their current use.
Item 3. Legal Proceedings
Although we are not
currently party to any material pending legal proceedings, we are from time to time subject to claims and lawsuits related to our business operations. Any such claims and lawsuits could be costly and time consuming and could divert our management
and key personnel from our business operations. In connection with any such claims and lawsuits, we may be subject to significant damages or equitable remedies relating to the operation of our business. Any such claims and lawsuits may materially
harm our business, results of operations and financial condition.
Item 4. Mine Safety Disclosures
We are required, if applicable, to provide a statement that the information concerning mine safety violations or other regulatory matters required by
Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in exhibit 95 to the annual report. This item is not applicable.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2012, 2011 AND 2010
(Dollars in Thousands, Except Per
Share Amounts)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation.
Our consolidated financial statements include the accounts of American Pacific
Corporation and our subsidiaries (the Company, we, us or our). All intercompany accounts have been eliminated.
Discontinued Operations.
In May 2012, our board of directors approved and we committed to a plan to sell our Aerospace Equipment segment, which is comprised of Ampac-ISP Corp. and its wholly-owned
foreign subsidiaries (AMPAC-ISP). We completed the sale of substantially all of the assets of AMPAC-ISP effective August 1, 2012. The divestiture is a strategic shift that allows us to place more focus on the growth and performance of
our pharmaceutical-related product lines. Revenues and expenses associated with the Aerospace Equipment segment operations are presented as discontinued operations for all periods presented. (See Note 12).
Use of Estimates.
The preparation of financial statements in conformity with accounting principles generally accepted in the United
States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses. Judgments and assessments
of uncertainties are required in applying our accounting policies in many areas. For example, key assumptions and estimates are particularly important when determining our projected liabilities for pension benefits, useful lives for depreciable and
amortizable assets, and deferred tax assets. Other areas in which significant judgment exists include, but are not limited to, costs that may be incurred in connection with environmental matters and the resolution of litigation and other
contingencies. Actual results may differ from estimates on which our consolidated financial statements were prepared.
Revenue
Recognition.
We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, title passes, the price is fixed or determinable and collectability is reasonably assured. Almost all
products sold by our Fine Chemicals segment are subject to customer acceptance periods. Specifically, these customers have contractually negotiated acceptance periods from the time they receive certificates of analysis and compliance
(Certificates) to reject the material based on issues with the quality of the product, as defined in the applicable agreement. At times we receive payment in advance of customer acceptance. If we receive payment in advance of customer
acceptance, we record deferred revenues and deferred costs of revenue upon delivery of the product and recognize revenues in the period when the acceptance period lapses or the customers acceptance has occurred.
Some of our perchlorate and fine chemicals products customers have requested that we store materials purchased from us in our facilities (Bill
and Hold transactions or arrangements). We recognize revenue prior to shipment of these Bill and Hold transactions when we have satisfied the applicable revenue recognition criteria, which include the point at which title and risk of ownership
transfer to our customers. These customers have specifically requested in writing, pursuant to a contract, that we invoice for the finished product and hold the finished product until a later date. For our Bill and Hold arrangements that contain
customer acceptance periods, we record deferred revenues and deferred costs of revenues when such products are available for delivery and Certificates have been delivered to the customers. We recognize revenue on our Bill and Hold transactions in
the period when the acceptance period lapses or the customers acceptance has occurred. The sales value of inventory, subject to Bill and Hold arrangements, at our facilities was $19,346 and $24,040 as of September 30, 2012 and 2011,
respectively.
F-7
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Deferred Revenues and Deferred Cost of Revenues
.
Deferred revenues represent
payments received from customers for products that have not met all revenue recognition requirements. Deferred costs of revenues, which is a component of inventories, includes the cost of inventory that is directly associated with deferred revenues.
Deferred revenues and deferred costs of revenues are recognized when all elements of the revenue recognition process have been met.
Environmental Remediation.
We are subject to environmental regulations that relate to our past and current operations. We record
liabilities for environmental remediation costs when our assessments indicate that remediation efforts are probable and the costs can be reasonably estimated. On a quarterly basis, we review our estimates of future costs that could be incurred for
remediation activities. In some cases, only a range of reasonably possible costs can be estimated. In establishing our reserves, the most probable estimate is used; otherwise, we accrue the minimum amount of the range. Estimates of liabilities are
based on currently available facts, existing technologies and presently enacted laws and regulations. These estimates are subject to revision in future periods based on actual costs or new circumstances. Accrued environmental remediation costs
include the undiscounted cost of equipment, operating and maintenance costs, and fees to outside law firms and consultants, for the estimated duration of the remediation activity and do not include an assumption for inflation. Estimating
environmental cost requires us to exercise substantial judgment regarding the cost, effectiveness and duration of our remediation activities. Actual future expenditures could differ materially from our current estimates.
We evaluate potential claims for recoveries from other parties separately from our estimated liabilities. We record an asset for expected recoveries
when recoveries of the amounts are probable.
Related Party Transactions.
Our related party transactions generally fall
into the following categories: payments of professional fees to firms affiliated with certain members of our board of directors, and payments to certain directors for consulting services outside of the scope of their duties as directors. For the
years ended September 30, 2012, 2011 and 2010, such transactions totaled approximately $180, $146, and $117, respectively.
Cash and Cash Equivalents.
All highly liquid investment securities with a maturity of three months or less when acquired are
considered to be cash equivalents. We maintain cash balances that exceed federally insured limits; however, we have incurred no losses on such accounts.
Fair Value of Financial Instrument
s.
The accounting standards use a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The valuation techniques utilized
are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions. These two types of inputs create the following fair value
hierarchy:
Level 1 Quoted prices for identical instruments in active markets.
Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets
that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 Significant inputs to the valuation model are unobservable.
We estimate the fair value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their carrying
values due to their short-term nature. We estimate the fair value of our fixed-rate long-term debt as of September 30, 2012, to be approximately $68,381 based on level 2 data which was the trade nearest September 30, 2012, which was
October 2, 2012. We estimate the fair value of our fixed-rate long-term debt as of September 30, 2011 to be approximately $96,600 based on level 1 data which was the trade on September 30, 2011.
F-8
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Concentration of Credit Risk.
Financial instruments that have potential
concentrations of credit risk include cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with high quality credit institutions. Our accounts receivable have concentration risk because significant amounts relate
to customers in the aerospace and defense or pharmaceutical industries. From time to time we make sales to a customer that exceeds 10% of our then outstanding accounts receivable balance. The following table provides disclosure of the percentage of
our consolidated accounts receivable attributed to customers that exceed ten percent of the total for the fiscal years ended September 30:
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2012
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2011
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2010
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Fine Chemicals customer
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27%
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19%
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Fine Chemicals customer
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16%
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Specialty Chemicals customer
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19%
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23%
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Specialty Chemicals customer
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19%
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Inventories.
Inventories are stated at the lower of cost or market. Costs are removed from
inventories using the average-cost method. Inventoried costs include materials, labor and manufacturing overhead. Inventoried costs also include certain overhead parts and supplies. General and administrative costs are expensed as incurred. Raw
materials costs are determined on a moving average basis. We expense the cost of inventories which are considered to be excess because on-hand inventory quantities exceed our estimates of future demand.
Property, Plant and Equipment.
Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is
computed on the straight-line method over the estimated productive lives of the assets of 3 to 15 years for machinery and equipment and 7 to 30 years for buildings and improvements. Leasehold improvements are depreciated over the shorter of the
estimated productive life of 7 to 9 years or the term of the lease.
Depreciation and Amortization Expense.
Depreciation
and amortization expense for continuing operations is classified as follows in our statements of operations as of September 30:
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2012
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2011
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2010
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Classified as cost of revenues
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Depreciation
|
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$
|
13,305
|
|
|
$
|
13,062
|
|
|
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12,906
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Classified as operating expenses
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Depreciation
|
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395
|
|
|
|
459
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|
|
|
652
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Amortization
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-
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537
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1,238
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Total continuing operations
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$
|
13,700
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|
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$
|
14,058
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|
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$
|
14,796
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Classified as discontinued operations
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|
791
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|
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1,158
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|
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1,649
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Total
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$
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14,491
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$
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15,216
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|
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$
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16,445
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Income Taxes
. We account for income taxes under the asset and liability method. Deferred tax
assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are
measured, separately for each tax-paying entity in each tax jurisdiction, using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date.
We account for
uncertain tax positions in accordance with an accounting standard which creates a single model to address uncertainty in income tax positions and prescribes the minimum recognition threshold a tax position is required to meet before being recognized
in the financial statements.
F-9
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Under this standard, we may recognize tax benefits from an uncertain position only if it is more likely than not that the position will be sustained upon examination by taxing authorities based
on the technical merits of the issue. The amount recognized is the largest benefit that we believe has greater than a 50% likelihood of being realized upon settlement.
Impairment of Long-Lived Assets.
We test our property, plant and equipment assets for recoverability when events or changes in circumstances indicate that their carrying amounts may not be
recoverable. Examples of such circumstances include, but are not limited to, operating or cash flow losses from the use of such assets or changes in our intended uses of such assets. To test for recovery, we group assets (an Asset Group)
in a manner that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Our Asset Groups are typically identified by facility because each facility has a
unique cost overhead and general and administrative expense structure that is supported by cash flows from products produced at the facility. The carrying amount of an Asset Group is not recoverable if it exceeds the sum of the undiscounted cash
flows expected to result from the use and eventual disposition of the Asset Group.
If we determine that an Asset Group is not
recoverable, then we would record an impairment charge if the carrying value of the Asset Group exceeds its fair value. Fair value is based on estimated discounted future cash flows expected to be generated by the Asset Group. The assumptions
underlying cash flow projections would represent managements best estimates at the time of the impairment review. Some of the factors that management would consider or estimate include: industry and market conditions, sales volume and prices,
costs to produce and inflation. Changes in key assumptions or actual conditions which differ from estimates could result in an impairment charge. We use reasonable and supportable assumptions when performing impairment reviews but cannot predict the
occurrence of future events and circumstances that could result in impairment charges. There were no impairments of long-lived assets recorded in any of the years presented.
Earnings (Loss) Per Share.
Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average shares outstanding during the year. Diluted earnings (loss) per share is
calculated by dividing net income (loss) by the weighted average shares outstanding plus the dilutive effect of common share equivalents, which is computed using the treasury stock method.
Foreign Currency.
We sold our foreign subsidiaries in connection with the divestiture of AMPAC-ISP.
We translated our foreign
subsidiaries assets and liabilities into U.S. dollars using the year-end exchange rate. Revenue and expense amounts were translated at the average monthly exchange rate. Foreign currency translation gains or losses were reported as cumulative
currency translation adjustments as a component of stockholders equity. Foreign currency transaction gains or losses are included in discontinued operations for all periods presented.
Recently Issued or Adopted Accounting Standards.
In June 2011, the Financial Accounting Standards Board (FASB) issued
Accounting Standards Update (ASU) No. 2011-05, which amends Topic 220, Comprehensive Income. The amendment allows an entity to present the total of comprehensive income, the components of net income, and the components of other
comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements, and eliminates the option to present the components of other comprehensive income as part of the statement of changes
in stockholders equity. The amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. This standard is effective for us beginning on
October 1, 2012. The adoption of this standard is not expected to have a material impact on our results of operations, financial position or cash flows.
F-10
2. SHARE-BASED COMPENSATION
We account for our share-based compensation arrangements under an accounting standard which requires us to measure the cost of
employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The fair values of awards are recognized as additional compensation expense, which is classified as operating expenses,
proportionately over the vesting period of the awards.
Our share-based compensation arrangements are designed to advance the long-term
interests of the Company, including by attracting and retaining employees and directors and aligning their interests with those of our stockholders. The amount, frequency, and terms of share-based awards may vary based on competitive practices, our
operating results, government regulations and availability under our equity incentive plans. Depending on the form of the share-based award, new shares of our common stock may be issued upon grant, option exercise or vesting of the award. We
maintain three share-based plans, each as discussed below.
The American Pacific Corporation Amended and Restated 2001 Stock Option Plan
(the 2001 Plan) permitted the granting of stock options to employees, officers, directors and consultants. Options granted under the 2001 Plan generally vested 50% at the grant date and 50% on the one-year anniversary of the grant date,
and expire ten years from the date of grant. Under the terms of the 2001 Plan, no options may be granted on or after January 16, 2011, but options previously granted, may extend beyond that date based on the terms of the relevant grant. This
plan was approved by our stockholders.
The American Pacific Corporation 2002 Directors Stock Option Plan, as amended and restated (the
2002 Directors Plan) compensates non-employee directors with stock options granted annually or upon other discretionary events. Options granted under the 2002 Directors Plan prior to September 30, 2007 generally vested 50% at the
grant date and 50% on the one-year anniversary of the grant date, and expire ten years from the date of grant. Options granted under the 2002 Directors Plan in November 2007 vested 50% one year from the date of grant and 50% two years from the date
of grant, and expire ten years from the date of grant. As of September 30, 2012, there were no shares available for grant under the 2002 Directors Plan. This plan was approved by our stockholders.
The American Pacific Corporation Amended and Restated 2008 Stock Incentive Plan (the 2008 Plan) permits the granting of stock options,
restricted stock, restricted stock units and stock appreciation rights to employees, directors and consultants. A total of 800,000 shares of common stock are authorized for issuance under the 2008 Plan, provided that no more than 400,000 shares of
common stock may be granted pursuant to awards of restricted stock and restricted stock units. Generally, awards granted under the 2008 Plan vest in three equal annual installments beginning on the first anniversary of the grant date, and in the
case of option awards, expire ten years from the date of grant. As of September 30, 2012, there were 322,013 shares available for grant under the 2008 Plan. This plan was approved by our stockholders.
F-11
2. SHARE-BASED COMPENSATION (continued)
A summary of our outstanding and non-vested stock option and restricted stock activity for the
year ended September 30, 2012 is as follows:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options
|
|
|
|
|
Restricted Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
|
|
|
Non-Vested
|
|
|
|
|
Outstanding and
Non-Vested
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Weighted
Average
Exercise
Price Per
Share
|
|
|
Shares
|
|
|
Weighted
Average
Fair
Value
Per
Share
|
|
|
|
|
Shares
|
|
|
Weighted
Average
Fair
Value
Per
Share
|
|
|
|
|
|
|
Balance, September 30, 2011
|
|
|
621,976
|
|
|
$
|
8.47
|
|
|
|
147,826
|
|
|
$
|
4.35
|
|
|
|
|
|
31,328
|
|
|
$
|
8.11
|
|
Granted
|
|
|
98,500
|
|
|
|
7.61
|
|
|
|
98,500
|
|
|
|
3.46
|
|
|
|
|
|
52,500
|
|
|
|
7.61
|
|
Vested
|
|
|
-
|
|
|
|
-
|
|
|
|
(100,562
|
)
|
|
|
4.64
|
|
|
|
|
|
(19,331
|
)
|
|
|
8.70
|
|
Exercised
|
|
|
(98,692
|
)
|
|
|
7.64
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
-
|
|
Expired / Cancelled
|
|
|
(9,713
|
)
|
|
|
8.08
|
|
|
|
(6,929
|
)
|
|
|
3.56
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2012
|
|
|
612,071
|
|
|
|
8.47
|
|
|
|
138,835
|
|
|
|
3.55
|
|
|
|
|
|
64,497
|
|
|
|
7.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A summary of our exercisable stock options as of September 30, 2012 is as follows:
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|
|
|
|
Number of vested stock options
|
|
|
473,236
|
|
Weighted average exercise price per share
|
|
$
|
8.76
|
|
Aggregate intrinsic value
|
|
$
|
1,618
|
|
Weighted average remaining contractual term in years
|
|
|
4.6
|
|
We determine the fair value of stock option awards at their grant date, using a Black-Scholes Option-Pricing
model applying the assumptions in the following table. We determine the fair value of restricted stock awards based on the fair market value of our common stock on the grant date. Actual compensation, if any, ultimately realized by optionees may
differ significantly from the amount estimated using an option valuation model.
The following stock option information is as of
September 30:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
Weighted average grant date fair value per share of options granted
|
|
$
|
3.46
|
|
|
|
-
|
|
|
$
|
3.65
|
|
Significant fair value assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected term in years
|
|
|
5.70
|
|
|
|
-
|
|
|
|
6.00
|
|
Expected volatility
|
|
|
49.0
|
%
|
|
|
-
|
|
|
|
51.3
|
%
|
Expected dividends
|
|
|
0.0
|
%
|
|
|
-
|
|
|
|
0.0
|
%
|
Risk-free interest rates
|
|
|
0.85
|
%
|
|
|
-
|
|
|
|
2.3
|
%
|
Total intrinsic value of options exercised
|
|
$
|
525
|
|
|
$
|
20
|
|
|
$
|
4
|
|
Aggregate cash received for option exercises
|
|
$
|
754
|
|
|
$
|
81
|
|
|
$
|
11
|
|
|
|
|
|
Compensation cost (included in operating expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
|
|
$
|
260
|
|
|
$
|
231
|
|
|
$
|
546
|
|
Restricted stock
|
|
|
248
|
|
|
|
73
|
|
|
|
234
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
508
|
|
|
|
304
|
|
|
|
780
|
|
Tax benefit recognized
|
|
|
108
|
|
|
|
56
|
|
|
|
170
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net compensation cost
|
|
$
|
400
|
|
|
$
|
248
|
|
|
$
|
610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of period end date:
|
|
|
|
|
|
|
|
|
|
|
|
|
Total compensation cost for non-vested awards not yet recognized:
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
|
|
$
|
122
|
|
|
$
|
65
|
|
|
$
|
297
|
|
Restricted stock
|
|
$
|
167
|
|
|
$
|
15
|
|
|
$
|
88
|
|
Weighted-average years to be recognized
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
1.5
|
|
|
|
1.0
|
|
|
|
1.4
|
|
Restricted stock
|
|
|
1.5
|
|
|
|
1.0
|
|
|
|
1.4
|
|
F-12
2. SHARE-BASED COMPENSATION (continued)
For each year presented, the expected option term was determined using the simplified method under
the applicable accounting standard. Expected volatility is based on historical market factors related to the Companys common stock. Risk-free interest rate is based on U.S. Treasury rates appropriate for the expected term.
Our share-based compensation plans permit us, but do not require us, to repurchase newly exercised shares from optionees in settlement of the
optionees exercise price obligation. Shares are repurchased at a price equal to the closing price of our common stock on the date of exercise. No shares were repurchased during the years presented.
3. BALANCE SHEET DATA
The following tables provide additional disclosure for accounts receivable, inventories and property, plant and equipment at
September 30:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
Accounts Receivable:
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
$
|
23,384
|
|
|
$
|
29,768
|
|
Unbilled receivables
|
|
|
-
|
|
|
|
14,241
|
|
Employee and other receivables
|
|
|
827
|
|
|
|
2,435
|
|
Allowance for bad debt
|
|
|
-
|
|
|
|
(88
|
)
|
|
|
|
|
|
Total
|
|
$
|
24,211
|
|
|
$
|
46,356
|
|
|
|
|
|
|
We assess the collectability of our accounts receivable based on historical collection experience and provide
allowances for estimated credit losses. Typically, our customers consist of large corporations and government contractors procuring products from us on behalf of or for the benefit of government agencies. Unbilled receivables represent unbilled
costs and accrued profits related to revenues recognized on contracts that we account for using the percentage-of-completion method and are associated with our discontinued operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
Inventories:
|
|
|
|
|
|
|
|
|
Finished goods
|
|
$
|
2,075
|
|
|
$
|
3,227
|
|
Work-in-progress
|
|
|
28,851
|
|
|
|
19,870
|
|
Raw materials and supplies
|
|
|
12,340
|
|
|
|
13,875
|
|
Deferred cost of revenues
|
|
|
891
|
|
|
|
2,182
|
|
|
|
|
|
|
Total
|
|
$
|
44,157
|
|
|
$
|
39,154
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
Property, Plant and Equipment:
|
|
|
|
|
|
|
|
|
Land and improvements
|
|
$
|
3,693
|
|
|
$
|
3,693
|
|
Buildings and improvements
|
|
|
50,891
|
|
|
|
52,009
|
|
Machinery and equipment
|
|
|
149,522
|
|
|
|
148,708
|
|
Construction in progress
|
|
|
3,689
|
|
|
|
2,071
|
|
|
|
|
|
|
Total Cost
|
|
|
207,795
|
|
|
|
206,481
|
|
Less: accumulated depreciation
|
|
|
(104,479
|
)
|
|
|
(94,249
|
)
|
|
|
|
|
|
Total
|
|
$
|
103,316
|
|
|
$
|
112,232
|
|
|
|
|
|
|
4. INTANGIBLE ASSETS AND GOODWILL
Intangible assets, comprised of customer relationships, of our Fine Chemicals segment became fully amortized as of May 2011.
Amortization expense, included in continuing operations, was $537 and $1,238, for the years ended September 30, 2011 and 2010, respectively.
F-13
4. INTANGIBLE ASSETS AND GOODWILL (continued)
Goodwill was an asset of AMPAC-ISP which was sold effective August 1, 2012 (see Note 12).
5. DEBT
Our outstanding debt balances consist of the following as of September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
Senior Notes, 9%, due 2015
|
|
$
|
65,000
|
|
|
$
|
105,000
|
|
Capital Leases, due through 2014
|
|
|
20
|
|
|
|
103
|
|
|
|
|
|
|
Total Debt
|
|
|
65,020
|
|
|
|
105,103
|
|
Less Current Portion
|
|
|
(16
|
)
|
|
|
(69
|
)
|
|
|
|
|
|
Total Long-term Debt
|
|
$
|
65,004
|
|
|
$
|
105,034
|
|
|
|
|
|
|
Senior Notes.
In February 2007, we issued and sold $110,000 aggregate principal amount of 9.0%
Senior Notes due February 1, 2015 (the Senior Notes). The Senior Notes accrued interest at an annual rate of 9.0%, payable semi-annually in February and August. The Senior Notes were guaranteed on a senior unsecured basis by all of our
existing and future material U.S. subsidiaries.
In June 2010, we repurchased and cancelled $5,000 in principal amount of our Senior
Notes for $4,900. As a result of this repurchase, we recorded an immaterial loss of $16 in other income (expense), net of deferred financing costs of $116.
On August 9, 2012, we called $40,000 of the outstanding principal amount of the Senior Notes. On September 10, 2012 we completed the redemption, using net cash proceeds from the sale of AMPAC-ISP and available cash
balances. The redemption price for the Notes was 102.25% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to the redemption date. The transaction resulted in a net loss on debt retirement of $1,397 which includes
the call premium of $900, unamortized debt issuances costs of $482 and other expenses of $15.
In connection with our entering into the
Credit Facility (as defined below), on October 26, 2012, a notice of redemption was issued for all remaining outstanding Senior Notes specifying a redemption date of November 25, 2012. The Redemption Price for the Notes is 102.250% of the
outstanding principal amount of $65,000, plus accrued and unpaid interest to, but not including, the redemption date. On October 26, 2012, we irrevocably deposited funds with the trustee in an amount equal to the Redemption Price for the Senior
Notes and the related indenture was discharged. This transaction will result in a net loss on debt retirement, including the call premium of $1,463, which will be recorded in the three-month period ending December 31, 2012.
ABL Credit Facility.
On January 31, 2011, American Pacific Corporation, as borrower, entered into an asset based lending
credit agreement (the ABL Credit Facility) with Wells Fargo Bank, National Association, as agent and as lender, and certain domestic subsidiaries of the Company, as guarantors, which provided a secured revolving credit facility in an
aggregate principal amount of up to $20,000 at any time outstanding with an initial maturity of 90 days prior to the maturity date of the Senior Notes, which is February 1, 2015. The maximum borrowing availability under the ABL Credit Facility was
based upon a percentage of our eligible account receivables and eligible inventories. On September 30, 2012, under the ABL Credit Facility, we had no outstanding borrowings and were not subject to compliance with the financial covenants. On October
26, 2012, we terminated the ABL Credit Facility.
Credit Facility
.
On October 26, 2012, we entered into an
$85,000 senior secured credit agreement (the Credit Facility) by and among American Pacific Corporation, the lenders party thereto (the Lenders) and KeyBank National Association, as the swing line lender, issuer of letters of
credit under the Credit Facility and as the Administrative Agent of the Lenders. Under the Credit Facility,
F-14
5. DEBT (continued)
we (i) obtained a term loan in the aggregate principal amount of $60,000 with an initial maturity in 5 years (the Term Loan), and (ii) may obtain revolving loans of up to
$25,000 in aggregate principal amount, of which up to $5,000 may be outstanding in connection with the issuance of letters of credit (the Revolving Facility). There were no amounts drawn upon the Revolving Facility upon issuance. We may
prepay and terminate the Credit Facility at any time, without premium or penalty. The Credit Facility contains certain annual mandatory prepayment provisions which are based upon certain asset sales, equity issuances, incurrence of certain
indebtedness and events of loss.
For any borrowings under the Credit Facility, we elect between two options to determine the annual
interest rates applicable to loans under the Credit Facility: Base Rate Loans and Eurodollar Loans. These elections can be renewed or changed from time to time during the term of the Credit Facility. The interest rate for an election period is
determined as the Base Rate or the Adjusted Eurodollar Rate (each as defined in the Credit Facility), and in each case, plus an applicable margin, which shall range from 0.75% to 1.50% for Base Rate Loans or from 1.75% to 2.50% for Eurodollar Loans,
subject to adjustment based on the leverage ratio. Interest payments are due at least quarterly and may be more frequent under certain Eurodollar Loan elections. The Term Loan includes quarterly principal amortization payments which will commence on
December 31, 2012. Scheduled Amortization of the Term Loan is $4,500, $6,000, $6,000, $6,000 and $7,500 for each of the five years in the period ending September 30, 2017, respectively. The remaining balance of the Term Loan of $30,000 is due
upon maturity.
The Credit Facility is guaranteed by our current and future domestic subsidiaries and is secured by substantially all of
our assets and the assets of our current and future domestic subsidiaries, subject to certain exceptions as set forth in the Credit Facility. The Credit Facility contains customary affirmative, negative and financial covenants which, among other
things, restrict our ability to:
|
|
|
pay dividends, repurchase our stock, or make other restricted payments;
|
|
|
|
make certain investments or acquisitions;
|
|
|
|
incur additional indebtedness;
|
|
|
|
create or permit to exist certain liens;
|
|
|
|
enter into certain transactions with affiliates;
|
|
|
|
consummate a merger, consolidation or sale of assets;
|
|
|
|
change our business; and
|
|
|
|
wind up, liquidate, or dissolve our affairs.
|
In each case, the covenants set forth above are subject to customary and negotiated exceptions and exclusions.
The Credit Facility includes two financial covenants that are measured quarterly.
Leverage
Ratio
. The Leverage Ratio must be less than or equal to 3.00 to 1.00. The Credit Facility defines the Leverage Ratio as the ratio of Consolidated Total Debt as of the last day of a quarter (Test Date) to Consolidated EBITDA for the
four consecutive quarters preceding the Test Date, each as defined in the Credit Facility.
Debt Service Coverage Ratio
. The Debt
Service Coverage Ratio must be at least 2.00 to 1.00, with increases to 2.25 to 1.00 for the period commencing September 30, 2014 to September 29, 2015, and increasing to 2.50 to 1.00 for the period commencing September 30, 2015 and
thereafter. The Credit Facility defines the Debt Service Coverage Ratio as the ratio of Consolidated EBITDA minus Consolidated Capital Expenditures to Scheduled Repayments plus Consolidated Adjusted Interest Expense, each as defined in the Credit
Facility.
F-15
5. DEBT (continued)
With respect to these covenant compliance calculations, Consolidated EBITDA, as defined in the
Credit Facility (hereinafter, referred to as Credit Facility EBITDA), differs from typical EBITDA calculations and our calculation of Adjusted EBITDA, which is used in certain of our public releases and in connection with our incentive
compensation plan. The most significant difference in the Credit Facility EBITDA calculation is the inclusion of cash payments for environmental remediation as part of the calculation. The following statements summarize the elements of those
definitions that are material to our computations. Consolidated Total Debt generally includes principal amounts outstanding under our Credit Facility, capital leases, drawn amounts for outstanding letters of credit and other indebtness for borrowed
money. Credit Facility EBITDA is generally computed as consolidated net income (loss) plus income tax expense (benefit), interest expense, depreciation and amortization, stock-based compensation expense, and certain non-cash charges and less cash
payments for environmental remediation, extraordinary gains and certain other non-cash gains.
The Credit Facility also contains usual
and customary events of default (subject to certain threshold amounts and grace periods). If an event of default occurs and is continuing, the Company may be required to repay the obligations under the Credit Facility prior to the Credit
Facilitys stated maturity and the related commitments may be terminated.
Principal Maturities.
Principal maturities for our outstanding debt as of September 30, 2012 are as follows:
|
|
|
|
|
Years ending September 30:
|
|
|
|
|
2013
|
|
$
|
16
|
|
2014
|
|
|
4
|
|
2015
|
|
|
65,000
|
|
|
|
|
|
|
Total
|
|
$
|
65,020
|
|
|
|
|
|
|
As discussed above, in October 2012, we redeemed our outstanding Senior Notes in the amount of $65,000 and entered
into a Credit Facility which includes a Term Loan in the amount of $60,000. Funds used to call the notes were provided by the net proceeds from the Term Loan and available cash balances. The table below is presented after the effects of our October
2012 refinancing activities. Principal maturities for our capital leases that were outstanding as of September 30, 2012 and our Credit Facility are as follows:
|
|
|
|
|
Years ending September 30:
|
|
|
|
|
2013
|
|
$
|
4,516
|
|
2014
|
|
|
6,004
|
|
2015
|
|
|
6,000
|
|
2016
|
|
|
6,000
|
|
2017
|
|
|
7,500
|
|
Thereafter
|
|
|
30,000
|
|
|
|
|
|
|
Total
|
|
$
|
60,020
|
|
|
|
|
|
|
Debt Issue Costs.
In connection with the issuance of the Senior Notes and ABL Credit Facility,
we incurred debt issuance costs of approximately $4,814 and $878, respectively, which were capitalized and classified as other assets on our consolidated balance sheets. These costs were amortized as additional interest expense over the respective
terms of the instruments. The aggregate unamortized balance as of September 30, 2012 was $1,252, which was expensed in October 2012 in connection with the refinancing activities discussed above.
Letters of Credit.
As of September 30, 2012, we had $532 in outstanding standby letters of credit which mature through April
2016. These letters of credit principally secure performance of certain water treatment equipment sold by us. The letters of credit are collateralized by cash on deposit with the issuing bank in the amount of 105% of the outstanding letters of
credit. Collateral deposits are classified as other assets on our consolidated balance sheets.
F-16
6. EARNINGS (LOSS) PER SHARE
Shares used to compute earnings (loss) per share from continuing operations are as follows for the years ended September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
Income (Loss) from Continuing Operations
|
|
$
|
20,332
|
|
|
$
|
(9,379
|
)
|
|
$
|
(2,905
|
)
|
|
|
|
|
|
Basic Weighted Average Shares
|
|
|
7,554,000
|
|
|
|
7,517,000
|
|
|
|
7,490,000
|
|
|
|
|
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Shares, Basic
|
|
|
7,554,000
|
|
|
|
7,517,000
|
|
|
|
7,490,000
|
|
Dilutive Effect of Stock Options
|
|
|
82,000
|
|
|
|
-
|
|
|
|
-
|
|
Dilutive Effect of Restricted Stock
|
|
|
27,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
Weighted Average Shares, Diluted
|
|
|
7,663,000
|
|
|
|
7,517,000
|
|
|
|
7,490,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings (Loss) per Share from Continuing Operations
|
|
$
|
2.69
|
|
|
$
|
(1.25
|
)
|
|
$
|
(0.39
|
)
|
Diluted Earnings (Loss) per Share from Continuing Operations
|
|
$
|
2.65
|
|
|
$
|
(1.25
|
)
|
|
$
|
(0.39
|
)
|
As of September 30, 2012 and 2011, respectively, we had an aggregate of 278,385 and 653,304 antidilutive
options and restricted shares outstanding.
7. INCOME TAXES
The components of the income tax expense (benefit) for continuing operations are as follows for the years ended
September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
Current
|
|
$
|
514
|
|
|
$
|
(423
|
)
|
|
$
|
(801
|
)
|
Deferred
|
|
|
(4,280
|
)
|
|
|
7,408
|
|
|
|
36
|
|
|
|
|
|
|
Income tax expense (benefit)
|
|
$
|
(3,766
|
)
|
|
$
|
6,985
|
|
|
$
|
(765
|
)
|
|
|
|
|
|
Deferred tax assets are comprised of the following at September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Pension obligations
|
|
$
|
22,270
|
|
|
$
|
17,687
|
|
Environmental remediation reserves
|
|
|
9,997
|
|
|
|
12,849
|
|
Inventory
|
|
|
9,183
|
|
|
|
6,837
|
|
Accrued expenses
|
|
|
3,824
|
|
|
|
3,025
|
|
Deferred gain on sale of business
|
|
|
1,448
|
|
|
|
-
|
|
Intangible assets
|
|
|
475
|
|
|
|
1,564
|
|
Tax credits and carryforwards
|
|
|
66
|
|
|
|
7,263
|
|
Other
|
|
|
964
|
|
|
|
1,001
|
|
|
|
|
|
|
Subtotal
|
|
|
48,227
|
|
|
|
50,226
|
|
Valuation allowance
|
|
|
(66
|
)
|
|
|
(11,527
|
)
|
|
|
|
|
|
Deferred tax assets
|
|
|
48,161
|
|
|
|
38,699
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
(13,805
|
)
|
|
|
(15,849
|
)
|
Prepaid expenses
|
|
|
(432
|
)
|
|
|
(430
|
)
|
Other
|
|
|
(100
|
)
|
|
|
(100
|
)
|
|
|
|
|
|
Deferred tax liabilities
|
|
|
(14,337
|
)
|
|
|
(16,379
|
)
|
|
|
|
|
|
Net deferred tax assets
|
|
$
|
33,824
|
|
|
$
|
22,320
|
|
|
|
|
|
|
F-17
7. INCOME TAXES (continued)
Deferred tax assets arise primarily because expenses have been recorded in historical financial
statement periods which will not become deductible for income taxes until future tax years. We record valuation allowances to reduce the book value of our deferred tax assets to amounts that are estimated to be more likely than not realized. This
assessment requires judgment and is performed on the basis of the weight of all available evidence, both positive and negative, with greater weight placed on information that is objectively verifiable such as historical performance.
For the year ended September 30, 2011, we evaluated negative evidence noting that for the three year period then ended we reported a cumulative
net loss. Pursuant to FASB guidance, a cumulative loss in recent years is a significant piece of negative evidence that must be considered and this form of negative evidence is difficult to overcome without sufficient objectively verifiable positive
evidence. Our then objectively verifiable positive evidence included certain aspects of our historical results. Additional positive evidence includes forecasts of future taxable income. However, since this latter form of evidence was not objectively
verifiable, its weight is not sufficient to overcome the negative evidence. As a result of this evaluation, we increased our valuation allowance by $10,420 as of September 30, 2011. Of this amount, $7,628 was recorded as income tax expense and
$2,792 was charged to other comprehensive loss offsetting deferred tax assets that were generated in the current year.
For the year
ended September 30, 2012, we reported significant income before tax from continuing operations which resulted in cumulative earnings for the three year period then ended. We evaluated the current facts and circumstances and concluded that the
negative evidence that existed as of September 30, 2011, no longer existed. Accordingly, we relied on positive evidence, which included taxable income in the current year, a forecast of significant taxable income in coming years and the absence of
credit carry forward balances. As a result, we reversed the valuation allowance of $10,420.
The ultimate realization of deferred tax
assets depends on having sufficient taxable income in the future years when the tax deductions associated with the deferred tax assets become deductible. The establishment or reversal of a valuation allowance, if any, does not impact cash nor does
it preclude us from using our tax credits, loss carryforwards and other deferred assets in the future.
In addition, we have aggregate
net operating loss carryforward balances of $1,208 in two states where we no longer conduct business. Since we do not anticipate future taxable income in these states we continue to provide a full valuation allowance of $66 as of September 30,
2012 and 2011.
In foreign tax jurisdictions, which related to discontinued operations, deferred tax assets were comprised primarily of
net operating loss carryforwards. Because of a history of losses in foreign tax jurisdictions, we concluded that it is more likely than not that we will not utilize these operating loss carryforwards and, accordingly, provided an aggregate full
valuation allowances of $1,041 as of September 30, 2011.
The following summarizes our tax credits and carryforwards as of
September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
Federal operating losses
|
|
$
|
-
|
|
|
$
|
12,941
|
|
Federal R&D and Other credits
|
|
|
-
|
|
|
|
170
|
|
Federal AMT credits
|
|
|
-
|
|
|
|
1,406
|
|
State operating losses
|
|
|
1,208
|
|
|
|
4,616
|
|
U.K. operating losses
|
|
|
-
|
|
|
|
2,592
|
|
Ireland operating losses
|
|
|
-
|
|
|
|
3,519
|
|
F-18
7. INCOME TAXES (continued)
A reconciliation of the federal statutory rate to our effective tax (benefit) rate from continuing
operations is as follows for the years ended September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
Federal income tax at the statutory rate
|
|
|
35.0%
|
|
|
|
(35.0%)
|
|
|
|
(35.0%)
|
|
State income tax, net of federal benefit
|
|
|
4.1%
|
|
|
|
(3.6%)
|
|
|
|
(6.6%)
|
|
Nondeductible expenses
|
|
|
1.4%
|
|
|
|
8.6%
|
|
|
|
8.8%
|
|
Valuation allowance
|
|
|
(62.9%)
|
|
|
|
318.6%
|
|
|
|
0.0%
|
|
Interest and penalties
|
|
|
0.4%
|
|
|
|
1.1%
|
|
|
|
12.1%
|
|
Other
|
|
|
(0.7%)
|
|
|
|
2.0%
|
|
|
|
(0.1%)
|
|
|
|
|
|
|
Effective tax rate
|
|
|
(22.7%)
|
|
|
|
291.7%
|
|
|
|
(20.8%)
|
|
|
|
|
|
|
We review our portfolio of uncertain tax positions and recorded liabilities based on the applicable
recognition standards. In this regard, an uncertain tax position represents our expected treatment of a tax position taken in a filed tax return, or planned to be taken in a future tax return, that has not been reflected in measuring income tax
expense for financial reporting purposes. We classify uncertain tax positions as non-current income tax liabilities unless expected to be settled within one year.
For both September 30, 2012 and 2011, the total amount of unrecognized tax benefits was $1,274 and $1,246, respectively, of which $405 and $386 would affect the effective tax rate, if recognized. The remaining
balance is related to deferred tax items which only impact the timing of tax payments. Due to the effects of filing tax carryback claims, we have no significant statutes of limitations that are anticipated to expire in the fiscal year ending
September 30, 2013. As such, it is reasonably possible that none of the gross liability for unrecognized tax benefits will reverse during the fiscal year ending September 30, 2013.
A reconciliation of the beginning and ending amount of unrecognized tax benefits as of September 30 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
Unrecognized Tax Benefits - Beginning of Year
|
|
$
|
1,246
|
|
|
$
|
1,246
|
|
Additions for tax positions of prior years
|
|
|
28
|
|
|
|
-
|
|
Reductions for tax positions of prior years
|
|
|
-
|
|
|
|
-
|
|
Lapse of statute of limitations
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
Unrecognized Tax Benefits - End of Year
|
|
$
|
1,274
|
|
|
$
|
1,246
|
|
|
|
|
|
|
We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. As of
September 30, 2012 and 2011, respectively, we had accrued $679 and $613, respectively, for the payment of tax-related interest and penalties. For the years ended September 30, 2012 and 2011, respectively, income tax expense includes an
expense of $70 and $30 for interest and penalties.
We file income tax returns in the U.S. federal jurisdiction, various states and
foreign jurisdictions. With few exceptions, we are no longer subject to federal or state income tax examinations for the years before 2002.
8. EMPLOYEE BENEFIT PLANS
Defined Benefit Plan Descriptions
. We maintain three defined benefit pension plans which cover substantially all of
our employees: the Amended and Restated American Pacific Corporation Defined Benefit Pension Plan (the AMPAC Plan), the Ampac Fine Chemicals LLC Pension Plan for Salaried Employees (the AFC Salaried Plan), and the Ampac Fine
Chemicals LLC Pension Plan for
F-19
8. EMPLOYEE BENEFIT PLANS (continued)
Bargaining Unit Employees (the AFC Bargaining Plan), each as amended to date. Collectively, these three plans are referred to as the Pension Plans. Pension Plans benefits
are paid based on an average of earnings, retirement age, and length of service, among other factors. In May 2010, our board of directors approved amendments to our Pension Plans which effectively closed the Pension Plans to participation by any new
employees. Retirement benefits for existing U.S. employees and retirees through June 30, 2010 were not affected by this change. Beginning July 1, 2010, new U.S. employees began participating solely in one of the Companys 401(k)
plans. In addition, we maintain the American Pacific Corporation Supplemental Executive Retirement Plan (the SERP) that as of September 30, 2012, includes three executive officers and two former executive officers. We use a
measurement date of September 30 to account for our Pension Plans and SERP.
Defined Contribution Plan
Descriptions
.
We maintain two 401(k) plans in which participating employees may make contributions. One covers substantially all U.S. employees except bargaining unit employees of our Fine Chemicals segment and the other covers those
bargaining unit employees (collectively, the 401(k) Plans). We make matching contributions for Fine Chemicals segment employees and eligible U.S. employees who began employment on or after July 1, 2010.
Summary Defined Benefit Plan Results.
The table below presents the annual changes in benefit obligations and plan assets and the
funded status of our Pension Plans and SERP as of and for the fiscal years ended September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
|
SERP
|
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
Change in Benefit Obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation, beginning of year
|
|
$
|
73,383
|
|
|
$
|
63,152
|
|
|
$
|
7,942
|
|
|
$
|
7,683
|
|
Service cost
|
|
|
2,653
|
|
|
|
2,432
|
|
|
|
435
|
|
|
|
324
|
|
Interest cost
|
|
|
3,915
|
|
|
|
3,541
|
|
|
|
369
|
|
|
|
356
|
|
Amendments
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Actuarial losses
|
|
|
18,693
|
|
|
|
5,759
|
|
|
|
2,868
|
|
|
|
106
|
|
Benefits paid
|
|
|
(1,655
|
)
|
|
|
(1,501
|
)
|
|
|
(527
|
)
|
|
|
(527
|
)
|
|
|
|
|
|
Benefit obligation, end of year
|
|
|
96,989
|
|
|
|
73,383
|
|
|
|
11,087
|
|
|
|
7,942
|
|
|
|
|
|
|
Change in Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets, beginning of year
|
|
|
36,935
|
|
|
|
33,147
|
|
|
|
-
|
|
|
|
-
|
|
Actual return (loss) on plan assets
|
|
|
7,649
|
|
|
|
(534
|
)
|
|
|
-
|
|
|
|
-
|
|
Employer contributions
|
|
|
9,320
|
|
|
|
5,823
|
|
|
|
527
|
|
|
|
527
|
|
Benefits paid
|
|
|
(1,655
|
)
|
|
|
(1,501
|
)
|
|
|
(527
|
)
|
|
|
(527
|
)
|
|
|
|
|
|
Fair value of plan assets, end of year
|
|
|
52,249
|
|
|
|
36,935
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
Funded status
|
|
$
|
(44,740
|
)
|
|
$
|
(36,448
|
)
|
|
$
|
(11,087
|
)
|
|
$
|
(7,942
|
)
|
|
|
|
|
|
Amounts pertaining to our Pension Plans and SERP recognized in our consolidated balance sheet are classified
as follows as of September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
|
SERP
|
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
Employee related liabilities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
(527
|
)
|
|
$
|
(527
|
)
|
Pension obligations and other long-term liabilities
|
|
|
(44,740
|
)
|
|
|
(36,448
|
)
|
|
|
(10,560
|
)
|
|
|
(7,415
|
)
|
|
|
|
|
|
Net amount recognized
|
|
$
|
(44,740
|
)
|
|
$
|
(36,448
|
)
|
|
$
|
(11,087
|
)
|
|
$
|
(7,942
|
)
|
|
|
|
|
|
F-20
8. EMPLOYEE BENEFIT PLANS (continued)
The following table summarizes changes in the components of unrecognized benefit plan costs for
the year ended September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
|
SERP
|
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
Net actuarial loss
|
|
$
|
14,443
|
|
|
$
|
9,179
|
|
|
$
|
2,867
|
|
|
$
|
106
|
|
Prior service costs
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial loss from previous years
|
|
|
(2,549
|
)
|
|
|
(1,752
|
)
|
|
|
-
|
|
|
|
-
|
|
Prior service costs
|
|
|
(63
|
)
|
|
|
(61
|
)
|
|
|
(420
|
)
|
|
|
(420
|
)
|
Income tax benefits related to above items
|
|
|
(4,732
|
)
|
|
|
-
|
|
|
|
(979
|
)
|
|
|
(29
|
)
|
|
|
|
|
|
Changes in unrecognized benefit plan costs
|
|
$
|
7,099
|
|
|
$
|
7,366
|
|
|
$
|
1,468
|
|
|
$
|
(343
|
)
|
|
|
|
|
|
The following table sets forth the amounts recognized as components of accumulated other comprehensive loss at
September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
|
SERP
|
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
Net actuarial loss
|
|
$
|
43,357
|
|
|
$
|
31,463
|
|
|
$
|
3,568
|
|
|
$
|
701
|
|
Prior service costs
|
|
|
414
|
|
|
|
477
|
|
|
|
1,402
|
|
|
|
1,822
|
|
Income tax benefits related to above items
|
|
|
(14,562
|
)
|
|
|
(9,830
|
)
|
|
|
(2,142
|
)
|
|
|
(1,163
|
)
|
|
|
|
|
|
Unrecognized benefit plan costs, net of tax
|
|
$
|
29,209
|
|
|
$
|
22,110
|
|
|
$
|
2,828
|
|
|
$
|
1,360
|
|
|
|
|
|
|
The table below sets forth the amounts in accumulated other comprehensive loss at September 30, 2012 that
we expect to recognize in periodic pension cost in the year ending September 30, 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
|
SERP
|
|
|
|
|
|
|
Amortization of net actuarial loss
|
|
$
|
3,410
|
|
|
$
|
351
|
|
Amortization of prior service costs
|
|
|
63
|
|
|
|
420
|
|
|
|
|
|
|
|
|
$
|
3,473
|
|
|
$
|
771
|
|
|
|
|
|
|
The table below provides data for our defined benefit plans as of September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
Plan Assets:
|
|
|
|
|
|
|
|
|
Ampac Plan
|
|
$
|
41,055
|
|
|
$
|
28,843
|
|
AFC Salaried Plan
|
|
|
6,744
|
|
|
|
5,271
|
|
AFC Bargaining Plan
|
|
|
4,450
|
|
|
|
2,821
|
|
Accumulated Benefit Obligation:
|
|
|
|
|
|
|
|
|
Ampac Plan
|
|
|
61,368
|
|
|
|
47,222
|
|
AFC Salaried Plan
|
|
|
12,500
|
|
|
|
8,020
|
|
AFC Bargaining Plan
|
|
|
7,585
|
|
|
|
4,761
|
|
Projected Benefit Obligation:
|
|
|
|
|
|
|
|
|
Ampac Plan
|
|
|
74,645
|
|
|
|
58,787
|
|
AFC Salaried Plan
|
|
|
14,759
|
|
|
|
9,700
|
|
AFC Bargaining Plan
|
|
|
7,585
|
|
|
|
4,896
|
|
F-21
8. EMPLOYEE BENEFIT PLANS (continued)
Net periodic benefit plan cost is comprised of the following for the years ended
September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
|
SERP
|
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
Net Periodic Benefit Plan Cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
$
|
2,653
|
|
|
$
|
2,432
|
|
|
$
|
2,196
|
|
|
$
|
435
|
|
|
$
|
324
|
|
|
$
|
439
|
|
Interest cost
|
|
|
3,914
|
|
|
|
3,541
|
|
|
|
3,281
|
|
|
|
369
|
|
|
|
356
|
|
|
|
374
|
|
Expected return on plan assets
|
|
|
(3,398
|
)
|
|
|
(2,886
|
)
|
|
|
(2,410
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Recognized actuarial losses
|
|
|
2,549
|
|
|
|
1,752
|
|
|
|
1,178
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Amortization of prior service costs
|
|
|
63
|
|
|
|
63
|
|
|
|
69
|
|
|
|
420
|
|
|
|
420
|
|
|
|
420
|
|
|
|
|
|
|
Net periodic pension cost
|
|
$
|
5,781
|
|
|
$
|
4,902
|
|
|
$
|
4,314
|
|
|
$
|
1,224
|
|
|
$
|
1,100
|
|
|
$
|
1,233
|
|
|
|
|
|
|
Assumptions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plans
|
|
|
SERP
|
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
Weighted-Average Actuarial Assumptions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Used to Determine Benefit Obligation as of September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
4.00
|
%
|
|
|
5.40
|
%
|
|
|
5.80
|
%
|
|
|
3.90
|
%
|
|
|
4.80
|
%
|
|
|
4.80
|
%
|
Rate of compensation increase
|
|
|
3.50
|
%
|
|
|
4.00
|
%
|
|
|
4.00
|
%
|
|
|
3.50
|
%
|
|
|
4.00
|
%
|
|
|
4.00
|
%
|
Weighted-Average Actuarial Assumptions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Used to Determine Net Periodic Benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Cost for the Years Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
|
|
5.40
|
%
|
|
|
5.80
|
%
|
|
|
6.40
|
%
|
|
|
4.80
|
%
|
|
|
4.80
|
%
|
|
|
5.60
|
%
|
Rate of compensation increase
|
|
|
4.00
|
%
|
|
|
4.00
|
%
|
|
|
4.00
|
%
|
|
|
4.00
|
%
|
|
|
4.00
|
%
|
|
|
4.00
|
%
|
Expected return on plan assets
|
|
|
8.00
|
%
|
|
|
8.00
|
%
|
|
|
8.00
|
%
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
The discount rate is determined for the Pension Plans and SERP, respectively, by projecting the expected
future benefit payments of the Pension Plans and SERP, discounting those payments using a theoretical zero-coupon spot-yield curve derived from a universe of high-quality bonds as of the measurement date, and solving for a single equivalent discount
rate that results in the same projected benefit obligation.
Through consultation with investment advisors and actuaries, the expected
long-term returns for each of the Pension Plans strategic asset classes were developed. Several factors were considered, including survey of investment managers expectations, current market data and historical returns of long periods.
Using policy target allocation percentages and the asset class expected returns, a weighted average expected return was calculated.
Plan Assets and Investment Policy.
The Pension Plans assets include no shares of our common stock. We developed assumptions for
expected long-term returns for the targeted asset classes of each of the Pension Plans based on factors that include current market data such as yields/price-earnings ratios, and historical market returns over long periods. Using policy target
allocation percentages and the asset class expected returns, a weighted average expected return was calculated. The actual and target asset allocation for the Pension Plans is as follows at September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target
|
|
|
Actual
|
|
|
|
2012
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
Equity securities
|
|
|
70
|
%
|
|
|
74
|
%
|
|
|
65
|
%
|
Debt securities
|
|
|
27
|
%
|
|
|
22
|
%
|
|
|
29
|
%
|
Cash and marketable securities
|
|
|
3
|
%
|
|
|
4
|
%
|
|
|
6
|
%
|
|
|
|
|
|
Total
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
|
|
F-22
8. EMPLOYEE BENEFIT PLANS (continued)
The table below provides the fair values of the Pension Plans assets as of
September 30, 2012 and 2011, by asset category, and identifies the level of inputs used to determine the fair value of assets in each category (see Note 1 for additional information regarding the level categories).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quotes Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Total
|
|
|
|
|
|
|
September 30, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic large-cap
|
|
$
|
20,188
|
|
|
|
|
|
|
|
|
|
|
$
|
20,188
|
|
Domestic mid-cap
|
|
|
5,590
|
|
|
|
|
|
|
|
|
|
|
|
5,590
|
|
Domestic small-cap
|
|
|
1,768
|
|
|
|
|
|
|
|
|
|
|
|
1,768
|
|
International
|
|
|
5,939
|
|
|
|
|
|
|
|
|
|
|
|
5,939
|
|
Other
|
|
|
3,217
|
|
|
|
|
|
|
|
|
|
|
|
3,217
|
|
Fixed Income Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Mutual funds
|
|
|
6,146
|
|
|
|
|
|
|
|
|
|
|
|
6,146
|
|
Corporate bonds
|
|
|
|
|
|
$
|
3,652
|
|
|
|
|
|
|
|
3,652
|
|
Certificated of deposit
|
|
|
|
|
|
|
805
|
|
|
|
|
|
|
|
805
|
|
U.S. Treasuries
|
|
|
973
|
|
|
|
|
|
|
|
|
|
|
|
973
|
|
Mortgage-backed
|
|
|
|
|
|
|
477
|
|
|
|
|
|
|
|
477
|
|
Foreign bonds
|
|
|
|
|
|
|
1,366
|
|
|
|
|
|
|
|
1,366
|
|
Cash and cash equivalents
|
|
|
2,056
|
|
|
|
|
|
|
|
|
|
|
|
2,056
|
|
Other
|
|
|
|
|
|
|
72
|
|
|
|
|
|
|
|
72
|
|
|
|
|
|
|
|
|
$
|
45,877
|
|
|
$
|
6,372
|
|
|
$
|
-
|
|
|
$
|
52,249
|
|
|
|
|
|
|
September 30, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic large-cap
|
|
$
|
14,055
|
|
|
|
|
|
|
|
|
|
|
$
|
14,055
|
|
Domestic mid-cap
|
|
|
3,046
|
|
|
|
|
|
|
|
|
|
|
|
3,046
|
|
Domestic small-cap
|
|
|
1,282
|
|
|
|
|
|
|
|
|
|
|
|
1,282
|
|
International
|
|
|
4,786
|
|
|
|
|
|
|
|
|
|
|
|
4,786
|
|
Other
|
|
|
640
|
|
|
|
|
|
|
|
|
|
|
|
640
|
|
Fixed Income Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Mutual funds
|
|
|
4,419
|
|
|
|
|
|
|
|
|
|
|
|
4,419
|
|
Corporate bonds
|
|
|
|
|
|
$
|
3,656
|
|
|
|
|
|
|
|
3,656
|
|
Certificated of deposit
|
|
|
|
|
|
|
1,261
|
|
|
|
|
|
|
|
1,261
|
|
U.S. Treasuries
|
|
|
1,138
|
|
|
|
|
|
|
|
|
|
|
|
1,138
|
|
Mortgage-backed
|
|
|
|
|
|
|
408
|
|
|
|
|
|
|
|
408
|
|
Cash and cash equivalents
|
|
|
2,186
|
|
|
|
|
|
|
|
|
|
|
|
2,186
|
|
Other
|
|
|
|
|
|
|
58
|
|
|
|
|
|
|
|
58
|
|
|
|
|
|
|
|
|
$
|
31,552
|
|
|
$
|
5,383
|
|
|
$
|
-
|
|
|
$
|
36,935
|
|
|
|
|
|
|
Contributions and Benefit Payments.
We made total contributions of $1,378, $1,301, and $1,131 to
the 401(k) Plans during the years ended September 30, 2012, 2011 and 2010, respectively. During the year ending September 30, 2013, we expect to contribute approximately $4,510 to the Pension Plans and approximately $527 to the SERP.
The table below sets forth expected future benefit payments for the years ending September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ending September 30:
|
|
Pension Plans
|
|
|
SERP
|
|
|
|
|
|
|
2013
|
|
$
|
2,158
|
|
|
$
|
527
|
|
2014
|
|
|
2,268
|
|
|
|
634
|
|
2015
|
|
|
2,372
|
|
|
|
621
|
|
2016
|
|
|
2,573
|
|
|
|
1,040
|
|
2017
|
|
|
2,678
|
|
|
|
1,015
|
|
2018-2022
|
|
|
18,087
|
|
|
|
4,646
|
|
F-23
9. COMMITMENTS AND CONTINGENCIES
Operating Leases.
We lease our corporate offices under an operating lease that expires in 2018 and contains step
rent provisions, escalation clauses and also provides for cash allowances toward the funding of capital improvements. Our minimum lease payments include these considerations. Total rental expense for continuing operations under operating leases was
$1,735, $1,642 and $1,587 for the years ended September 30, 2012, 2011, and 2010, respectively.
Minimum lease payments are
recognized as rental expense on a straight-line basis over the minimum lease term. Estimated future minimum lease payments under operating leases as of September 30, 2012, are as follows:
|
|
|
|
|
Years ending September 30:
|
|
|
|
2013
|
|
$
|
1,339
|
|
2014
|
|
|
1,125
|
|
2015
|
|
|
1,091
|
|
2016
|
|
|
1,099
|
|
2017
|
|
|
1,130
|
|
Thereafter
|
|
|
669
|
|
|
|
|
|
|
Total
|
|
$
|
6,453
|
|
|
|
|
|
|
Purchase Commitments.
Purchase commitments represent obligations under agreements which are not
unilaterally cancelable by us, are legally enforceable, and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices. As of September 30, 2012, our purchase commitments were not material.
Employee Agreements.
We have an employment agreement with our Chief Executive Officer. The term of the employment agreement currently
ends on September 30, 2015, unless amended or extended in accordance with the terms of the agreement or otherwise. Significant contract provisions include annual base salary, health care benefits, and non-compete provisions. The employment
agreement is primarily an at will employment agreement, under which we may terminate the executive officers employment for any or no reason. Generally, the agreement provides that a termination without cause obligates us to pay
certain severance benefits specified in the contract.
We maintain severance agreements with each of our Vice President, Administration
and our Chief Financial Officer, which, generally, provide that a termination of the executive without cause obligates us to pay certain severance benefits specified in the contract. In addition, certain other key divisional executives are eligible
for severance benefits. Estimated minimum aggregate severance benefits under all of these agreements and arrangements was approximately $4,700 as of September 30, 2012.
Environmental Matters.
Regulatory Review of Perchlorates
. Our Specialty
Chemicals segment manufactures and sells products that contain perchlorates. Currently, perchlorate is on Contaminant Candidate List 3 of the U.S. Environmental Protection Agency (the EPA). In February 2011, the EPA announced that it had
determined to move forward with the development of a regulation for perchlorates in drinking water, reversing its October 2008 preliminary determination not to promulgate such a regulation. Accordingly, the EPA announced its intention to begin to
evaluate the feasibility and affordability of treatment technologies to remove perchlorate and to examine the costs and benefits of potential standards. The EPA has conducted various meetings, as required by the Safe Drinking Water Act, including a
meeting of the Science Advisory Board, whose report has not yet been made public. We continue to monitor activities and expect the proposed regulation to be published in February 2013 followed by a 60-day public comment period. The earliest a final
regulation is expected to be published is August 2014. Regulatory review and anticipated regulatory actions present general business risk to the Company, but no regulatory proposal of the EPA or any state in which we
F-24
9. COMMITMENTS AND CONTINGENCIES (continued)
operate, to date, has been publicly announced that we believe would have a material effect on our results of operations and financial position or that would cause us to significantly modify or
curtail our business practices, including our remediation activities discussed below.
Perchlorate Remediation Project in Henderson,
Nevada.
We commercially manufactured perchlorate chemicals at a facility in Henderson, Nevada (the AMPAC Henderson Site) from 1958 until the facility was destroyed in May 1988, after which we relocated our production to a new
facility in Iron County, Utah. Kerr-McGee Chemical Corporation (KMCC) also operated a perchlorate production facility in Henderson, Nevada (the KMCC Site) from 1967 to 1998. In addition, between 1956 and 1967, American Potash
operated a perchlorate production facility and, for many years prior to 1956, other entities also manufactured perchlorate chemicals at the KMCC Site. As a result of a longer production history in Henderson, KMCC and its predecessor operations
manufactured significantly greater amounts of perchlorate over time than we did at the AMPAC Henderson Site.
In 1997, the Southern
Nevada Water Authority (SNWA) detected trace amounts of the perchlorate anion in Lake Mead and the Las Vegas Wash. Lake Mead is a source of drinking water for Southern Nevada and areas of Southern California. The Las Vegas Wash flows
into Lake Mead from the Las Vegas valley.
In response to this discovery by SNWA, and at the request of the Nevada Division of
Environmental Protection (NDEP), we engaged in an investigation of groundwater near the AMPAC Henderson Site and down gradient toward the Las Vegas Wash. The investigation and related characterization, which lasted more than six years,
employed experts in the field of hydrogeology. This investigation concluded that although there is perchlorate in the groundwater in the vicinity of the AMPAC Henderson Site up to 700 parts per million, perchlorate from this site does not materially
impact, if at all, water flowing in the Las Vegas Wash toward Lake Mead. It has been well established, however, by data generated by SNWA and NDEP, that perchlorate from the KMCC Site did impact the Las Vegas Wash and Lake Mead. The Nevada
Environmental Response Trust (NERT), is the entity responsible for completing environmental remediation work at the Henderson location as a result of the 2010 settlement of the 2009 bankruptcy of KMCCs successor, Tronox LLC.
Notwithstanding these facts, and at the direction of NDEP and the EPA, we conducted an investigation of remediation technologies for
perchlorate in groundwater with the intention of remediating groundwater near the AMPAC Henderson Site. In 2002, we conducted a pilot test and in the fiscal year ended September 30, 2005 (Fiscal 2005), we submitted a work plan to
NDEP for the construction of a remediation facility near the AMPAC Henderson Site. The conditional approval of the work plan by NDEP in our third quarter of Fiscal 2005 allowed us to generate estimated costs for the installation and operation of the
remediation facility to address perchlorate at the AMPAC Henderson Site. We commenced construction in July 2005. In December 2006, we began operations of the permanent facility. The location of this facility is several miles, in the direction of
groundwater flow, from the AMPAC Henderson Site.
From time to time, we have held discussions with NDEP to formalize our remediation
efforts in an agreement that, if executed, would provide more detailed regulatory guidance on environmental characterization and remedies at the AMPAC Henderson Site and vicinity. Typically, such agreements generally cover such matters as the scope
of work plans, schedules, deliverables, remedies for non compliance, and reimbursement to the State of Nevada for past and future oversight costs. Discussions regarding a formal agreement are currently active and we anticipate that a formal
agreement will be completed during our fiscal year ending September 30,2013.
Henderson Site Environmental Remediation
Reserve.
We accrue for anticipated costs associated with environmental remediation that are probable and estimable. On a quarterly basis, we review our
F-25
9. COMMITMENTS AND CONTINGENCIES (continued)
estimates of future costs that could be incurred for remediation activities. In some cases, only a range of reasonably possible costs can be estimated. In establishing our reserves, the most
probable estimate is used; otherwise, we accrue the minimum amount of the range.
During Fiscal 2005 and the fiscal year ended
September 30, 2006, we recorded aggregate charges for $26,000 representing our then estimates of the probable costs of our remediation efforts at the AMPAC Henderson Site, including the costs for capital equipment and on-going operating and
maintenance (O&M).
Late in the fiscal year ended September 30, 2009 (Fiscal 2009), we gained additional
information from groundwater modeling that indicates groundwater emanating from the AMPAC Henderson Site in certain areas in deeper zones (more than 150 feet below ground surface) is moving toward our existing remediation facility at a much slower
pace than previously estimated. Utilization of our existing facilities alone, at this lower groundwater pace, could, according to this groundwater model, extend the life of our remediation project to well in excess of fifty years. As a result of
this additional data, related model interpretations and consultations with NDEP, we re-evaluated our remediation operations and determined that we should be able to improve the effectiveness of the treatment program and significantly reduce the
total project time by expanding the then existing treatment system. The expansion includes installation of additional groundwater extraction wells in the deeper, more concentrated areas, construction of an underground pipeline to move extracted
groundwater to our treatment facility, and the addition of fluidized bed reactor (FBR) bioremediation treatment equipment (the Expansion Project) that will enhance, and in some cases replace, primary components of the
existing treatment system. In our Fiscal 2009 fourth quarter, we accrued $13,700 as our initial estimate of the capital cost of the Expansion Project and the related estimates of the effects of the enhanced operations on the on-going O&M costs
and project life.
Through June 2011, and in cooperation with NDEP, we worked to develop the formal design, engineering and permitting of
the Expansion Project. Based on data obtained through that date, which was largely comprised of firm quotations, we determined that significant modifications to our Fiscal 2009 assumptions were required. As a result, in June 2011, we accrued an
additional $6,000 for the estimated increase in cost of the capital component of the Expansion Project, offset slightly by reductions in O&M cost estimates. The estimated capital costs of the Expansion Project increased by approximately $6,400.
The increase reflected (i) an increase in the capacity of the FBR bioremediation treatment equipment to accommodate technical requirements based on the testing of new extraction wells in the fall of 2010, and (ii) higher than initially
anticipated cost associated with the installation of the equipment and construction of the pipeline. Our estimate of total O&M costs was reduced by approximately $400.
In September 2012, we commenced initial operation of the Expansion Project. Related system optimization and other start-up activities will continue into the early months of our fiscal year ending September 30,
2013. In September 2012, we recorded an additional remediation charge in the amount of $700, which is substantially attributed to the true-up of estimates to the expected final cost of the Expansion Project. Due to uncertainties inherent in making
estimates, our estimates of capital and O&M costs may later require significant revision as new facts become available and circumstances change.
The estimated life of the project is a key assumption underlying the accrued estimated cost of our remediation activities. Groundwater modeling and other information regarding the characteristics of the surrounding
land and demographics indicate that at our targeted processing rate of 450 gallons per minute for the new groundwater extraction wells (750 gallons per minute in the aggregate with existing wells), the life of the project could range from 5 to 18
years from the date that the Expansion Project is placed in service. Further, the data indicates that within that range, 7 to 14 years is the more likely range. In accordance with generally accepted accounting principles, if no point within the more
likely range is considered more likely than another, then estimates should be based on the low end of the range. Accordingly, our accrued remediation cost includes estimated O&M costs through 2019, which is the low end of the likely range of the
project life. Groundwater speed, perchlorate
F-26
9. COMMITMENTS AND CONTINGENCIES (continued)
concentrations, aquifer characteristics and forecasted groundwater extraction rates will continue to be key factors considered when estimating the life of the project. If additional information
becomes available in the future that lead to a different interpretation of the model, thereby dictating a change in equipment and operations, our estimate of the resulting project life could change significantly.
The estimate of the annual O&M cost of the project is a key assumption in our computation of the estimated cost of our remediation activities.
To estimate O&M costs, we consider, among other factors, the project scope and historical expense rates to develop assumptions regarding labor, utilities, repairs, maintenance supplies and professional services costs. We estimate average
annual O&M costs to be approximately $1,900. If additional information becomes available in the future that is different than information currently available to us and thereby leads us to different conclusions, our estimate of O&M expenses
could change significantly.
In addition, certain remediation activities are conducted on public lands under operating permits. In
general, these permits may require us to relocate our underground pipeline or equipment to accommodate future public utilities and features and require us to return the land to its original condition at the end of the permit period. If we are
required to relocate our underground pipeline or equipment in the future, the costs of such activities would be incremental to our current cost estimates. Estimated costs associated with removal of remediation equipment from the land are not
material and are included in our range of estimated costs.
As of September 30, 2012, the aggregate range of anticipated
environmental remediation costs was from approximately $13,000 to approximately $36,900. This range represents a significant estimate and is based on the estimable elements of cost for capital and O&M costs, and an estimated remaining operating
life of the project through a range from the years 2017 to 2030. As of September 30, 2012, the accrued amount was $16,754, based on an estimated remaining life of the project through the year 2019, or the low end of the more likely range of the
expected life of the project. Cost estimates are based on our current assessments of the facility configuration. As we proceed with the project, we have, and may in the future, become aware of elements of the facility configuration that must be
changed to meet the targeted operational requirements. Certain of these changes may result in corresponding cost increases. Costs associated with the changes are accrued when a reasonable alternative, or range of alternatives, is identified and the
cost of such alternative is estimable. Our estimated reserve for environmental remediation is based on information currently available to us and may be subject to material adjustment upward or downward in future periods as new facts or circumstances
may indicate. A summary of our environmental reserve activity for the year ended September 30, 2012 is shown below:
|
|
|
|
|
Balance, September 30, 2011
|
|
$
|
26,173
|
|
Additions or adjustments
|
|
|
700
|
|
Expenditures
|
|
|
(10,119)
|
|
|
|
|
|
|
Balance, September 30, 2012
|
|
$
|
16,754
|
|
|
|
|
|
|
AFC Environmental Matters
. The primary operations of our Fine Chemicals segment are located on land
leased from Aerojet-General Corporation (Aerojet), a wholly-owned subsidiary of GenCorp Inc. (GenCorp). The leased land is part of a tract of land owned by Aerojet designated as a Superfund site under the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA). The tract of land had been used by Aerojet and affiliated companies to manufacture and test rockets and related equipment since the 1950s. Although
the chemicals identified as contaminants on the leased land were not used by Aerojet Fine Chemicals LLC (predecessor in interest to Ampac Fine Chemicals LLC) as part of its operations, CERCLA, among other things, provides for joint and severable
liability for environmental liabilities including, for example, environmental remediation expenses.
F-27
9. COMMITMENTS AND CONTINGENCIES (continued)
As part of the agreement by which we acquired our Fine Chemicals segment business from GenCorp, an
Environmental Indemnity Agreement was entered into whereby GenCorp agreed to indemnify us against any and all environmental costs and liabilities arising out of or resulting from any violation of environmental law prior to the effective date of the
sale, or any release of hazardous substances by Aerojet Fine Chemicals LLC, Aerojet or GenCorp on the premises of Ampac Fine Chemicals LLC or Aerojets Sacramento site prior to the effective date of the sale.
On November 29, 2005, EPA Region IX provided us with a letter indicating that the EPA does not intend to pursue any clean up or enforcement
actions under CERCLA against future lessees of the Aerojet property for existing contamination, provided that the lessees do not contribute to or do not exacerbate existing contamination on or under the Aerojet Superfund site.
Other Matters.
Although we are not currently party to any material pending legal proceedings, we are from time to time subject to
claims and lawsuits related to our business operations. We accrue for loss contingencies when a loss is probable and the amount can be reasonably estimated. Legal fees, which can be material in any given period, are expensed as incurred. We believe
that current claims or lawsuits against us, individually and in the aggregate, will not result in loss contingencies that will have a material adverse effect on our financial condition, cash flows or results of operations.
10. SEGMENT INFORMATION
We report our continuing operations in three operating segments: Fine Chemicals, Specialty Chemicals, and Other Businesses. These
segments are based upon business units that offer distinct products and services, are operationally managed separately and produce products using different production methods. Segment operating income or loss includes all sales and expenses directly
associated with each segment. Environmental remediation charges, corporate general and administrative costs, which consist primarily of executive, investor relations, accounting, human resources and information technology expenses, and interest are
not allocated to segment operating results.
Fine Chemicals.
Our Fine Chemicals segment includes the operating results of
our wholly-owned subsidiaries Ampac Fine Chemicals LLC and AMPAC Fine Chemicals Texas, LLC (collectively, AFC). AFC is a custom manufacturer of active pharmaceutical ingredients and registered intermediates for commercial customers in
the pharmaceutical industry. AFC operates in compliance with the U.S. Food and Drug Administrations current Good Manufacturing Practices and the requirements of certain other regulatory agencies such as the European Unions European
Medicines Agency and Japans Pharmaceuticals and Medical Devices Agency. AFC also complies with Drug Enforcement Administration requirements related to the manufacture and sale of certain controlled substances. AFC has distinctive competencies
and specialized engineering capabilities in performing chiral separations, manufacturing chemical compounds that require high containment, performing energetic chemistries at commercial scale, and manufacturing Schedule II controlled substances.
Specialty Chemicals.
Our Specialty Chemicals segment manufactures and sells: (i) perchlorate
chemicals, principally ammonium perchlorate, which is the predominant oxidizing agent for solid propellant rockets, booster motors and missiles used in space exploration, commercial satellite transportation and national defense programs,
(ii) sodium azide, a chemical used in pharmaceutical manufacturing, and (iii) Halotron
®
, a series of clean fire
extinguishing agents used in fire extinguishing products ranging from portable fire extinguishers to total flooding systems.
F-28
10. SEGMENT INFORMATION (continued)
Other Businesses.
Our Other Businesses segment contains our water treatment
equipment division and real estate activities. Our water treatment equipment business markets, designs, and manufactures electrochemical On Site Hypochlorite Generation, or OSHG, systems. These systems are used in the disinfection of drinking water,
control of noxious odors, and the treatment of seawater to prevent the growth of marine organisms in cooling systems. We supply our equipment to municipal, industrial and offshore customers. Our real estate activities are not material.
Our revenues are characterized by individually significant orders and relatively few customers. As a result, in any given reporting period, certain
customers may account for more than ten percent of our consolidated revenues. The following table provides disclosure of the percentage of our consolidated revenues attributed to customers that exceed ten percent of the total in each of the fiscal
years ended September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
Fine chemicals customer
|
|
|
31
|
%
|
|
|
23
|
%
|
|
|
23
|
%
|
Fine chemicals customer
|
|
|
12
|
%
|
|
|
|
|
|
|
|
|
Specialty chemicals customer
|
|
|
17
|
%
|
|
|
|
|
|
|
17
|
%
|
Specialty chemicals customer
|
|
|
12
|
%
|
|
|
24
|
%
|
|
|
18
|
%
|
The following provides financial information about our segment operations for the fiscal years ended
September 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fine Chemicals
|
|
$
|
111,536
|
|
|
$
|
89,497
|
|
|
$
|
69,632
|
|
Specialty Chemicals
|
|
|
68,513
|
|
|
|
66,905
|
|
|
|
62,611
|
|
Other Businesses
|
|
|
5,578
|
|
|
|
4,312
|
|
|
|
6,341
|
|
|
|
|
|
|
Total Revenues
|
|
$
|
185,627
|
|
|
$
|
160,714
|
|
|
$
|
138,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Operating Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
Fine Chemicals
|
|
$
|
8,678
|
|
|
$
|
(6,283
|
)
|
|
$
|
(7,583
|
)
|
Specialty Chemicals
|
|
|
34,919
|
|
|
|
35,600
|
|
|
|
30,571
|
|
Other Businesses
|
|
|
(473
|
)
|
|
|
(1,308
|
)
|
|
|
(206
|
)
|
|
|
|
|
|
Total Segment Operating Income
|
|
|
43,124
|
|
|
|
28,009
|
|
|
|
22,782
|
|
Corporate Expenses
|
|
|
(14,326
|
)
|
|
|
(14,124
|
)
|
|
|
(15,847
|
)
|
Environmental Remediation Charges
|
|
|
(700
|
)
|
|
|
(6,000
|
)
|
|
|
-
|
|
|
|
|
|
|
Operating Income
|
|
$
|
28,098
|
|
|
$
|
7,885
|
|
|
$
|
6,935
|
|
|
|
|
|
|
F-29
10. SEGMENT INFORMATION (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
Depreciation and Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fine Chemicals
|
|
$
|
11,914
|
|
|
$
|
12,473
|
|
|
$
|
12,997
|
|
Specialty Chemicals
|
|
|
1,401
|
|
|
|
1,136
|
|
|
|
1,148
|
|
Other Businesses
|
|
|
18
|
|
|
|
17
|
|
|
|
16
|
|
Corporate
|
|
|
367
|
|
|
|
432
|
|
|
|
635
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
13,700
|
|
|
$
|
14,058
|
|
|
$
|
14,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Expenditures:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fine Chemicals
|
|
$
|
7,383
|
|
|
$
|
11,153
|
|
|
$
|
10,614
|
|
Specialty Chemicals
|
|
|
1,353
|
|
|
|
756
|
|
|
|
1,047
|
|
Other Businesses
|
|
|
18
|
|
|
|
8
|
|
|
|
12
|
|
Corporate
|
|
|
34
|
|
|
|
14
|
|
|
|
71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
8,788
|
|
|
$
|
11,931
|
|
|
$
|
11,744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets, at year end:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fine Chemicals
|
|
$
|
143,551
|
|
|
$
|
144,003
|
|
|
$
|
137,252
|
|
Specialty Chemicals
|
|
|
21,029
|
|
|
|
19,785
|
|
|
|
39,411
|
|
Other Businesses
|
|
|
7,302
|
|
|
|
5,064
|
|
|
|
4,395
|
|
Corporate
|
|
|
74,582
|
|
|
|
60,954
|
|
|
|
64,786
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
246,464
|
|
|
$
|
229,806
|
|
|
$
|
245,844
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All of our continuing operations are located in the United States. Export sales consist mostly of fine
chemicals and water treatment equipment sales. For the year ended September 30, 2012, sales outside the U.S. represented 36% of consolidated revenues. Of this amount 17% was sold to customers in Ireland and 12% sold to customers in Belgium,
with no other individual country representing more than 10%. For the year ended September 30, 2011, sales outside the U.S. represented 25% of consolidated revenues, with no individual country representing more than 10%. For the year ended
September 30, 2010, sales outside the U.S. represented 15% of consolidated revenues, with no individual country representing more than 10%.
11. GAIN CONTINGENCIES OTHER OPERATING GAINS
We recognize gain contingencies in our consolidated statement of operations when all contingencies have been resolved, which
generally coincides with the receipt of cash, if applicable. During the years ended September 30, 2012 and 2011, our Fine Chemicals segment reported other operating gains of $1,714 and $2,929 that resulted from the resolution of gain
contingencies. The reported gains are comprised of the following two matters.
Our Fine Chemicals segment is undertaking several
mandatory capital projects. Certain of the capital activities are complete and others are in progress or otherwise expected to be completed during our fiscal year ending September 30, 2013. In connection with these projects, our Fine Chemicals
segment held, and continues to hold, negotiations with the former owner of its facilities. During the year ended September 30, 2012 and 2011, we received from the former owner cash consideration in the amount of $1,714 and $258, respectively,
for a limited release of liability of the former owner with respect to the completed projects.
We made a series of filings with the
County of Sacramento, California, to appeal the assessed values in prior years of our real and personal property located at our Fine Chemicals segments Rancho Cordova, California facility. During the year ended September 30, 2011, we
received $2,671 for cash property tax refunds resulting from our appeals and the related favorable reassessment of historical property values.
F-30
12. DISCONTINUED OPERATIONS
In May 2012, our board of directors approved and we committed to a plan to sell our Aerospace Equipment segment, which is
comprised of Ampac-ISP Corp. and its wholly-owned foreign subsidiaries (AMPAC-ISP). The divestiture is a strategic shift that allows us to place more focus on the growth and performance of our pharmaceutical-related product lines.
On June 4, 2012, we entered into an Asset Purchase Agreement with Moog Inc. (Moog) (the Asset Purchase
Agreement), pursuant to which we sold to Moog substantially all of the assets of Ampac-ISP Corp., including all of the equity interests in its foreign subsidiaries (collectively, the Purchased Assets). Additionally, Moog assumed
certain liabilities related to the operations and the Purchased Assets. The transaction was completed effective August 1, 2012.
Under the terms of the Asset Purchase Agreement, the total consideration was approximately $46,000 (the Purchase Price) in cash. In
addition, $4,000 of the Purchase Price (the Escrow Amount) will be held in an escrow account for 15 months following the closing of the transaction (the Escrow Period) and applied towards our indemnification obligations in
favor of Moog, if any. The Asset Purchase Agreement provides that we, subject to certain limitations, indemnify Moog for damages and losses incurred or suffered by Moog as a result of, among other things, breaches of our respective representations,
warranties and covenants contained in the Asset Purchase Agreement as well as any of the liabilities that we retain. The balance of the Escrow Amount remaining at the end of the Escrow Period shall be released to us. We have accounted for the Escrow
Amount as a contingent gain, and accordingly have deferred recognition of the amount until all contingencies have lapsed or been resolved.
Revenues and expenses associated with the operations of AMPAC-ISP are presented as discontinued operations for all periods presented. Summarized
financial information for AMPAC-ISP is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended September 30,
|
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
Revenues
|
|
$
|
44,039
|
|
|
$
|
48,941
|
|
|
$
|
37,608
|
|
|
|
|
|
|
Discontinued Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) before tax
|
|
$
|
643
|
|
|
$
|
3,328
|
|
|
$
|
(271
|
)
|
Income tax provision (benefit)
|
|
|
506
|
|
|
|
1,185
|
|
|
|
101
|
|
|
|
|
|
|
Net income (loss) from discontinued operations
|
|
|
137
|
|
|
|
2,143
|
|
|
|
(372
|
)
|
|
|
|
|
|
Gain (Loss) on Sale of Discontinued Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of discontinued operations before tax
|
|
|
5,059
|
|
|
|
-
|
|
|
|
-
|
|
Income tax provision (benefit)
|
|
|
209
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
Net gain on sale of discontinued operations
|
|
|
4,850
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
$
|
4,987
|
|
|
$
|
2,143
|
|
|
$
|
(372
|
)
|
|
|
|
|
|
13. SUBSEQUENT EVENTS
In October 2012, we called and terminated our Senior Notes with an aggregate principal amount of $65,000 and replaced the notes
with a Credit facility that includes a $60,000 Term loan and a $25,000 Revolving Facility. Funds used to call the notes of $68,315, were provided by the net proceeds from the Term Loan and available cash balances. The Revolving Facility, which was
undrawn at inception, provides a committed revolving credit line, up to a maximum of $25,000. For further discussion, see Note 5.
F-31