Delaware | 1-8137 | 59-6490478 | ||
(State or other jurisdiction | (Commission File | (IRS Employer | ||
of incorporation) | Number) | Identification No.) |
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
99.1 | Press release of American Pacific Corporation, dated May 12, 2011. |
- 1 -
American Pacific Corporation |
||||
Date: May 12, 2011 | By: | /s/ JOSEPH CARLEONE | ||
Joseph Carleone | ||||
President and Chief Executive Officer | ||||
- 2 -
Exhibit No. | Description | |
99.1
|
Press release of American Pacific Corporation, dated May 12, 2011. |
| Revenues decreased $17.5 million to $41.9 million from $59.4 million. |
| Operating loss was $0.1 million compared to operating income of $5.4 million. |
| Adjusted EBITDA was $4.2 million compared to $9.4 million. |
| Net loss was $1.2 million compared to net income of $1.1 million. |
| Diluted loss per share was $0.16 compared to diluted earnings per share of $0.15. |
| Revenues decreased $16.5 million to $77.0 million from $93.5 million. |
| Operating loss was $3.5 million compared to operating income of $5.6 million. |
| Adjusted EBITDA was $4.5 million compared to $14.0 million. |
| Net loss was $4.8 million compared to $0.3 million. |
| Diluted loss per share was $0.64 compared to $0.04. |
Three Months Ended | Six Months Ended | |||||||||||||||
March 31, | March 31, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Fine Chemicals |
39 | % | 57 | % | 39 | % | 46 | % | ||||||||
Specialty Chemicals |
26 | % | 24 | % | 26 | % | 29 | % | ||||||||
Aerospace Equipment |
34 | % | 17 | % | 34 | % | 20 | % | ||||||||
Other Businesses |
1 | % | 2 | % | 1 | % | 5 | % | ||||||||
Total Revenues |
100 | % | 100 | % | 100 | % | 100 | % | ||||||||
| Reductions in Fine Chemicals segment revenue and gross margin as a percentage of revenues. |
| Lower Grade I ammonium perchlorate (AP) volumes for the Specialty Chemicals segment. |
| Improved Aerospace Equipment segment performance. |
| Revenues were $16.1 million compared to revenues of $33.7 million. |
| Operating loss was $0.8 million compared to operating income of $2.5 million. |
| Segment EBITDA was $2.2 million compared to Segment EBITDA of $5.7 million. |
| Revenues were $30.0 million compared to revenues of $43.2 million. |
| Operating loss was $4.5 million compared to operating income of $1.8 million. | |
| Segment EBITDA was $1.8 million compared to Segment EBITDA of $8.3 million. |
| Revenues decreased to $10.8 million from $14.1 million. |
| Operating income was $3.5 million, or 33% of segment revenues, compared to $6.5 million, or 46% of segment revenues. |
| Segment EBITDA was $3.8 million, or 35% of segment revenues, compared to $6.9 million, or 49% of segment revenues. |
| Revenues decreased to $19.9 million from $26.9 million. |
| Operating income was $7.1 million, or 36% of segment revenues, compared to $12.3 million, or 46% of segment revenues. |
| Segment EBITDA was $7.4 million, or 37% of segment revenues, compared to $12.9 million, or 48% of segment revenues. |
| A 31% decrease in perchlorate volume and a 1% increase in the related average price per pound for the Fiscal 2011 second quarter compared to the prior fiscal year second quarter. |
| A 31% decrease in perchlorate volume and a 1% decrease in the related average price per pound for the Fiscal 2011 six-month period compared to the prior fiscal year six-month period. |
| Sodium azide revenues increased by $0.6 million for the Fiscal 2011 second quarter and $0.2 million for the Fiscal 2011 six-month period. |
| Halotron revenues increased $0.1 million for the Fiscal 2011 second quarter and $0.2 million for the Fiscal 2011 six-month period. |
| The average price per pound of Grade I AP increased approximately proportionate and inverse to the decrease in Grade I AP volume consistent with the contractual Grade I AP price-volume matrix, under which price and volume move inversely, and comparable catalog pricing. |
| This was offset by our other lower-priced perchlorate products, such as sodium perchlorate and potassium perchlorate, which accounted for a greater percentage of all perchlorate product volume in the Fiscal 2011 periods. |
| Revenues increased 41% to $14.4 million compared to revenues of $10.2 million. |
| Operating income was $1.4 million compared to breakeven. |
| Segment EBITDA was $1.7 million compared to $0.4 million. |
| Revenues increased 40% to $25.8 million compared to revenues of $18.5 million. |
| Operating income was $2.1 million compared to an operating loss of $0.3 million. |
| Segment EBITDA was $2.6 million compared to $0.5 million. |
| A decrease in cash provided by Adjusted EBITDA of $9.5 million. |
| An increase in cash provided by working capital accounts of $13.0 million, excluding the effects of interest and income taxes. |
| An increase in cash income taxes refunded of $1.5 million. |
| A decrease in cash interest payments of $0.3 million. |
| An increase in cash used for environmental remediation of $0.4 million. |
| An increase in cash used to fund pension obligations of $3.1 million. |
| Other decreases in cash provided by operating activities of $0.1 million. |
| We depend on a limited number of customers for most of our sales in our Specialty Chemicals, Aerospace Equipment and Fine Chemicals segments 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. |
| The inherent limitations of our fixed-price or similar contracts may impact our profitability. |
| 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. |
| A significant portion of our business depends on contracts with the government or its prime contractors or subcontractors 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. |
| We may be subject to potentially material costs and liabilities in connection with environmental or health matters. |
| 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 from time to time exceed any related reserves. |
| For each of our Specialty Chemicals, Fine Chemicals and Aerospace Equipment segments, most 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. |
| The release or explosion of dangerous materials used in our business could disrupt our operations and 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. |
| Each of our Specialty Chemicals, Fine Chemicals and Aerospace Equipment 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| Technology innovations in the markets that we serve may create alternatives to our products and result in reduced sales. |
| We are subject to strong competition in certain industries in which we participate and therefore may not be able to compete successfully. |
| Due to the nature of our business, our sales levels may fluctuate causing our quarterly operating results to fluctuate. |
| The inherent volatility of the chemical industry affects our capacity utilization and causes fluctuations in our 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. |
| 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. |
| 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. |
| 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. |
| Significant changes in discount rates, rates of return on pension assets, mortality tables and other factors could affect our estimates of pension obligations, which in turn could affect future funding requirements and related costs and impact our future earnings. |
| Our suspended shareholder 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. |
| Our proprietary and intellectual property rights may be violated, compromised, circumvented or invalidated, which could damage our operations. |
| Our common stock price may fluctuate substantially, and a stockholders investment could decline in value. |
Three Months Ended | Six Months Ended | |||||||||||||||
March 31, | March 31, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Revenues |
$ | 41,854 | $ | 59,395 | $ | 77,038 | $ | 93,459 | ||||||||
Cost of Revenues |
31,687 | 42,516 | 60,255 | 64,134 | ||||||||||||
Gross Profit |
10,167 | 16,879 | 16,783 | 29,325 | ||||||||||||
Operating Expenses |
11,820 | 11,444 | 23,243 | 23,751 | ||||||||||||
Other Operating Gains |
1,592 | | 2,929 | | ||||||||||||
Operating Income (Loss) |
(61 | ) | 5,435 | (3,531 | ) | 5,574 | ||||||||||
Interest Income and Other (Expense), Net |
505 | (260 | ) | 372 | (268 | ) | ||||||||||
Interest Expense |
2,571 | 2,740 | 5,285 | 5,431 | ||||||||||||
Income (Loss) before Income Tax |
(2,127 | ) | 2,435 | (8,444 | ) | (125 | ) | |||||||||
Income Tax Expense (Benefit) |
(914 | ) | 1,319 | (3,612 | ) | 199 | ||||||||||
Net Income (Loss) |
$ | (1,213 | ) | $ | 1,116 | $ | (4,832 | ) | $ | (324 | ) | |||||
Income (Loss) per Share: |
||||||||||||||||
Basic |
$ | (0.16 | ) | $ | 0.15 | $ | (0.64 | ) | $ | (0.04 | ) | |||||
Diluted |
$ | (0.16 | ) | $ | 0.15 | $ | (0.64 | ) | $ | (0.04 | ) | |||||
Weighted Average Shares Outstanding: |
||||||||||||||||
Basic |
7,512,000 | 7,490,000 | 7,508,000 | 7,489,000 | ||||||||||||
Diluted |
7,512,000 | 7,539,000 | 7,508,000 | 7,489,000 |
Page 9 of Exhibit 99.1
March 31, | September 30, | |||||||
2011 | 2010 | |||||||
ASSETS |
||||||||
Current Assets: |
||||||||
Cash and Cash Equivalents |
$ | 31,697 | $ | 23,985 | ||||
Accounts Receivable, Net |
35,034 | 51,900 | ||||||
Inventories |
45,127 | 36,126 | ||||||
Prepaid Expenses and Other Assets |
4,776 | 1,542 | ||||||
Income Taxes Receivable |
4,367 | 2,802 | ||||||
Deferred Income Taxes |
10,672 | 10,672 | ||||||
Total Current Assets |
131,673 | 127,027 | ||||||
Property, Plant and Equipment, Net |
115,684 | 113,873 | ||||||
Intangible Assets, Net |
864 | 1,420 | ||||||
Goodwill |
3,038 | 2,933 | ||||||
Deferred Income Taxes |
20,251 | 20,254 | ||||||
Other Assets |
10,233 | 10,236 | ||||||
TOTAL ASSETS |
$ | 281,743 | $ | 275,743 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Current Liabilities: |
||||||||
Accounts Payable |
$ | 12,784 | $ | 9,197 | ||||
Accrued Liabilities |
4,587 | 8,062 | ||||||
Accrued Interest |
1,575 | 1,575 | ||||||
Employee Related Liabilities |
7,797 | 6,472 | ||||||
Income Taxes Payable |
267 | 193 | ||||||
Deferred Revenues and Customer Deposits |
30,711 | 18,769 | ||||||
Current Portion of Environmental Remediation Reserves |
9,014 | 8,694 | ||||||
Current Portion of Long-Term Debt |
73 | 70 | ||||||
Total Current Liabilities |
66,808 | 53,032 | ||||||
Long-Term Debt |
105,067 | 105,102 | ||||||
Environmental Remediation Reserves |
13,437 | 15,176 | ||||||
Pension Obligations |
35,641 | 37,161 | ||||||
Other Long-Term Liabilities |
1,645 | 1,615 | ||||||
Total Liabilities |
222,598 | 212,086 | ||||||
Commitments and Contingencies |
||||||||
Shareholders Equity: |
||||||||
Preferred Stock $1.00 par value; 3,000,000 authorized; none outstanding |
| | ||||||
Common Stock $0.10 par value; 20,000,000 shares authorized,
7,543,091 issued and outstanding |
754 | 754 | ||||||
Capital in Excess of Par Value |
73,267 | 73,091 | ||||||
Retained Earnings |
1,888 | 6,720 | ||||||
Accumulated Other Comprehensive Loss |
(16,764 | ) | (16,908 | ) | ||||
Total Shareholders Equity |
59,145 | 63,657 | ||||||
TOTAL
LIABILITIES AND SHAREHOLDERS EQUITY |
$ | 281,743 | $ | 275,743 | ||||
Page 10 of Exhibit 99.1
Six Months Ended | ||||||||
March 31, | ||||||||
2011 | 2010 | |||||||
Cash Flows from Operating Activities: |
||||||||
Net Loss |
$ | (4,832 | ) | $ | (324 | ) | ||
Adjustments to Reconcile Net Loss
to Net Cash Provided by Operating Activities: |
||||||||
Depreciation and amortization |
7,411 | 8,176 | ||||||
Non-cash interest expense |
454 | 315 | ||||||
Share-based compensation |
198 | 489 | ||||||
Deferred income taxes |
(19 | ) | (81 | ) | ||||
Loss on sale of assets |
2 | 5 | ||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable, net |
16,959 | 2,375 | ||||||
Inventories |
(8,715 | ) | (136 | ) | ||||
Prepaid expenses and other current assets |
(2,357 | ) | (591 | ) | ||||
Accounts payable |
2,448 | 1,395 | ||||||
Income taxes |
(1,493 | ) | 900 | |||||
Accrued liabilities |
(3,483 | ) | 1,039 | |||||
Employee related liabilities |
1,317 | (1,457 | ) | |||||
Deferred revenues and customer deposits |
11,924 | 2,418 | ||||||
Environmental remediation reserves |
(1,419 | ) | (979 | ) | ||||
Pension obligations, net |
(1,520 | ) | 1,546 | |||||
Other |
(588 | ) | (496 | ) | ||||
Net Cash Provided by Operating Activities |
16,287 | 14,594 | ||||||
Cash Flows from Investing Activities: |
||||||||
Capital expenditures |
(7,729 | ) | (3,588 | ) | ||||
Net Cash Used by Investing Activities |
(7,729 | ) | (3,588 | ) | ||||
Cash Flows from Financing Activities: |
||||||||
Payments of long-term debt |
(35 | ) | (89 | ) | ||||
Debt issuance costs |
(869 | ) | | |||||
Net Cash Used by Financing Activities |
(904 | ) | (89 | ) | ||||
Effect of Changes in Currency Exchange Rates on Cash |
58 | (84 | ) | |||||
Net Change in Cash and Cash Equivalents |
7,712 | 10,833 | ||||||
Cash and Cash Equivalents, Beginning of Period |
23,985 | 21,681 | ||||||
Cash and Cash Equivalents, End of Period |
$ | 31,697 | $ | 32,514 | ||||
Page 11 of Exhibit 99.1
Three Months Ended | Six Months Ended | |||||||||||||||
March 31, | March 31, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Operating Segment Data: |
||||||||||||||||
Revenues: |
||||||||||||||||
Fine Chemicals |
$ | 16,065 | $ | 33,673 | $ | 29,954 | $ | 43,177 | ||||||||
Specialty Chemicals |
10,828 | 14,086 | 19,869 | 26,889 | ||||||||||||
Aerospace Equipment |
14,372 | 10,168 | 25,824 | 18,493 | ||||||||||||
Other Businesses |
589 | 1,468 | 1,391 | 4,900 | ||||||||||||
Total Revenues |
$ | 41,854 | $ | 59,395 | $ | 77,038 | $ | 93,459 | ||||||||
Segment Operating Income (Loss): |
||||||||||||||||
Fine Chemicals |
$ | (838 | ) | $ | 2,500 | $ | (4,471 | ) | $ | 1,760 | ||||||
Specialty Chemicals |
3,542 | 6,513 | 7,099 | 12,344 | ||||||||||||
Aerospace Equipment |
1,407 | 25 | 2,085 | (337 | ) | |||||||||||
Other Businesses |
(181 | ) | 69 | (502 | ) | 52 | ||||||||||
Total Segment Operating Income |
3,930 | 9,107 | 4,211 | 13,819 | ||||||||||||
Corporate Expenses |
(3,991 | ) | (3,672 | ) | (7,742 | ) | (8,245 | ) | ||||||||
Operating Income (Loss) |
$ | (61 | ) | $ | 5,435 | $ | (3,531 | ) | $ | 5,574 | ||||||
Depreciation and Amortization: |
||||||||||||||||
Fine Chemicals |
$ | 3,040 | 3,194 | $ | 6,277 | 6,522 | ||||||||||
Specialty Chemicals |
231 | 406 | 349 | 577 | ||||||||||||
Aerospace Equipment |
284 | 392 | 545 | 815 | ||||||||||||
Other Businesses |
5 | 4 | 9 | 8 | ||||||||||||
Corporate |
112 | 127 | 231 | 254 | ||||||||||||
Total Depreciation and Amortization |
$ | 3,672 | $ | 4,123 | $ | 7,411 | $ | 8,176 | ||||||||
Segment EBITDA (a): |
||||||||||||||||
Fine Chemicals |
$ | 2,202 | $ | 5,694 | $ | 1,806 | $ | 8,282 | ||||||||
Specialty Chemicals |
3,773 | 6,919 | 7,448 | 12,921 | ||||||||||||
Aerospace Equipment |
1,691 | 417 | 2,630 | 478 | ||||||||||||
Other Businesses |
(176 | ) | 73 | (493 | ) | 60 | ||||||||||
Total Segment EBITDA |
7,490 | 13,103 | 11,391 | 21,741 | ||||||||||||
Less: Corporate Expenses, Excluding Depreciation |
(3,879 | ) | (3,545 | ) | (7,511 | ) | (7,991 | ) | ||||||||
Plus: Share-based Compensation |
98 | 143 | 198 | 489 | ||||||||||||
Plus: Interest Income and Other (Expense), Net |
505 | (260 | ) | 372 | (268 | ) | ||||||||||
Adjusted EBITDA (b) |
$ | 4,214 | $ | 9,441 | $ | 4,450 | $ | 13,971 | ||||||||
Reconciliation of Net Income (Loss) to Adjusted EBITDA (b): |
||||||||||||||||
Net Income (Loss) |
$ | (1,213 | ) | $ | 1,116 | $ | (4,832 | ) | $ | (324 | ) | |||||
Add Back: |
||||||||||||||||
Income Tax Expense (Benefit) |
(914 | ) | 1,319 | (3,612 | ) | 199 | ||||||||||
Interest Expense |
2,571 | 2,740 | 5,285 | 5,431 | ||||||||||||
Depreciation and Amortization |
3,672 | 4,123 | 7,411 | 8,176 | ||||||||||||
Share-based Compensation |
98 | 143 | 198 | 489 | ||||||||||||
Adjusted EBITDA |
$ | 4,214 | $ | 9,441 | $ | 4,450 | $ | 13,971 | ||||||||
(a) | Segment EBITDA is defined as segment operating income (loss) plus depreciation and amortization. | |
(b) | Adjusted EBITDA is defined as net income (loss) before income tax expense (benefit), interest expense, depreciation and amortization, share-based compensation and environmental remediation charges (if any). |
Page 12 of Exhibit 99.1
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