8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 10, 2005

AMERICAN PACIFIC CORPORATION

(Exact name of Registrant as Specified in its Charter)

Delaware	1-8137	59-6490478
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	Identification No.)

3770 Howard Hughes Parkway, Suite 300, Las Vegas, Nevada	89109
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (702) 735-2200

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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))

Item 2.02 Results of Operations and Financial Condition.

     On February 10, 2005, the Registrant issued a press release relating to the Registrant’s earnings for the first quarter of fiscal year 2005. A copy of the press release is attached as Exhibit 99.1.

     The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

     99.1     Press release of American Pacific Corporation, dated February 10, 2005.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	American Pacific Corporation
Date:     February 10, 2005	By:	/s/ Seth Van Voorhees
		Seth Van Voorhees
		Vice President, Chief Executive Officer, Treasurer and Secretary

EX-99.1

Exhibit 99.1

AMERICAN PACIFIC CORPORATION

Contact: Seth Van Voorhees — (702) 735-2200 ext. 166
E-mail: InvestorRelations@apfc.com Website: www. apfc.com

AMERICAN PACIFIC REPORTS FIRST QUARTER RESULTS

LAS VEGAS, NEVADA, February 10, 2005 — American Pacific Corporation (NASDAQ: APFC) today reported financial results for its fiscal 2005 first quarter ended December 31, 2004.

Operating Activities

Sales and Operating Revenues:

For the three months ended December 31, 2004, sales increased by $13.5 million, or 281% to $18.3 million from $4.8 million in the corresponding period of the prior year. This increase was attributable to an increase in Specialty Chemicals and Other Businesses segment sales of $9.0 million and $0.7 million respectively. In addition, sales from our new ISP business reported in the newly formed Aerospace Equipment segment increased our sales by $3.7 million for the three months ended December 31, 2004.

The increase in the Specialty Chemicals segment’s sales resulted principally from higher sales volume of perchlorate chemicals and the inclusion of ES packaged explosives sales in our financial results as compared to fiscal 2004.

The increase in sales in the Other Businesses segment resulted principally from an increase of $0.5 million in environmental equipment sales in fiscal 2005 as compared to fiscal 2004. There were no real estate sales in the first quarter of fiscal 2004.

Cost of Sales:

Cost of sales increased $8.2 million, or 191%, in the three months ended December 31, 2004, to $12.5 million from $4.3 million in the corresponding period of the prior year. As a percentage of sales, cost of sales was 69% in the first quarter of fiscal 2005, compared to 90% in the first quarter of fiscal 2004.

The increases in cost of sales during in the three months ended December 31, 2004 versus the corresponding period ended December 31, 2003, was principally as a result of the inclusion of the ES packaged explosives joint venture and the addition of our newly formed Aerospace Equipment segment. Cost of sales also increased during this period as a result of higher sales volumes from our perchlorate chemicals and environmental protection equipment businesses.

Operating Expenses:

Operating (selling, general and administrative) expenses increased $2.9 million, or 78%, in the three months ended December 31, 2004, to $6.7 million from $3.8 million in the corresponding period of 2003. The increase in operating expenses was due primarily to: (i) the consolidation of the ES packaged explosive joint venture as of the third quarter of fiscal 2004, (ii) the addition of the ISP business into the newly formed Aerospace Equipment segment on October 1, 2004, (iii) an increase in environmental remediation expenditures, and (iv) corporate development costs.

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3770 HOWARD HUGHES PARKWAY • SUITE 300 • LAS VEGAS, NV 89109
PHONE (702) 735-2200 • FAX (702) 735-4876

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Net Interest and Other Expense (Income):

Net interest and other expense decreased by $0.2 million to $(0.1) million in the three months ended December 31, 2004, from $0.1 million in the corresponding period of the prior year.

Financing and Investing Activities

On October 1, 2004 we acquired the former Atlantic Research Corporation’s in-space propulsion business from Aerojet-General Corporation. The purchase price for this acquisition included: (i) $3.5 million in cash, (ii) the assumption of certain liabilities, and (iii) a post-closing working capital adjustment. This working capital purchase price adjustment for this transaction has not been completed.

Approximately $8.5 million of net assets were acquired as part of this transaction. Since the purchased price was less than the net assets acquired, non-current assets were recorded at zero and an after-tax extraordinary gain of $1.6 million was recognized.

The Company did not repurchase or issue any Common Stock during the quarter ended December 31, 2004.

Risk Factors/Forward Looking Statements

Except for the historical information contained herein, this News Release may contain Forward Looking Statements that are subject to risks and uncertainties, including the status of the Space Shuttle program; low or declining demand and/or downward pricing pressures for the Company’s products; governmental budget constraints and/or decreases affecting the U.S. Department of Defense or NASA which would cause a decrease in demand for Grade I AP; technological advances or new competitive products causing a reduction or elimination of demand for the Company’s products; success or failure of government programs or governmental customers; the Company’s ability to profitably integrate, manage and operate new businesses and/or investments competitively and cost effectively; the Company’s continued ability to generate cash flows sufficient to support its Dividend and Stock Repurchase Program; and the litigation and contingencies (including the costs and effects thereof), as well as other risks detailed from time to time in the Company’s SEC reports, including the most recent Form 10-K and 10-Q Reports (which are incorporated herein by reference). In addition, the operating results and cash flows for the three-month and twelve-month periods ended September 30, 2004, are not necessarily indicative of the results that will be achieved for future periods (see above).

American Pacific Corporation is a specialty chemical company that produces products used primarily in space flight and defense systems, automotive airbag safety systems, fire extinguishment systems and energetic materials. The Company also designs and manufactures environmental protection products and has been involved in real estate development, although these real estate activities are winding down.

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AMERICAN PACIFIC CORPORATION     

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AMERICAN PACIFIC CORPORATION
Condensed Consolidated Statements of Operations
For the Three Months ended December 31,
(unaudited)

	2004			2003
Sales and Operating Revenues	$	18,254,000		$	4,794,000
Cost of Sales		12,545,000			4,324,000
Gross Profit		5,709,000			470,000
Operating Expenses		6,695,000			3,764,000
Operating Loss		(986,000	)		(3,294,000	)
Net Interest and Other Expense (Income)		(43,000	)		96,000
Loss Before Income Taxes		(943,000	)		(3,390,000	)
Benefit for Income Taxes		(349,000	)		(1,186,000	)
Loss Before Extraordinary Gain		(594,000	)		(2,204,000	)
Extraordinary Gain, Net of Taxes		1,622,000
Net Income (Loss)	$	1,028,000		$	(2,204,000	)
Basic Net Income (Loss) Per Share:
Loss Before Extraordinary Gain	$	(.08	)	$	(.30	)
Extraordinary Gain		.22
Net Income (Loss)	$	.14		$	(.30	)
Average Shares Outstanding		7,292,000			7,256,000
Diluted Net Income (Loss) Per Share:
Loss Before Extraordinary Gain	$	(.08	)	$	(.30	)
Extraordinary Gain		.22
Net Income (Loss)	$	.14		$	(.30	)
Diluted Shares		7,317,000			7,256,000

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AMERICAN PACIFIC CORPORATION     

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AMERICAN PACIFIC CORPORATION
Condensed Consolidated Balance Sheets
(unaudited)

	December 31,			September 30,
	2004			2004
ASSETS
Current Assets:
Cash and Cash Equivalents	$	21,709,000		$	23,777,000
Accounts and Notes Receivable		19,339,000			15,963,000
Related Party Notes and Accrued Interest Receivable		250,000			268,000
Inventories		15,410,000			13,827,000
Prepaid Expenses and Other Assets		2,201,000			666,000
Deferred Income Taxes		349,000			320,000
Total Current Assets		59,258,000			54,821,000
Property, Plant and Equipment, Net		16,510,000			16,573,000
Intangible Assets, Net		12,704,000			13,679,000
Joint Venture Equity		291,000			227,000
Deferred Income Taxes		10,952,000			11,585,000
Other Assets, Net		3,744,000			3,743,000
TOTAL ASSETS	$	103,459,000		$	100,628,000
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable	$	4,948,000		$	4,481,000
Accrued Liabilities		6,901,000			5,649,000
Total Current Liabilities		11,849,000			10,130,000
Other Long-Term Liabilities		5,282,000			5,698,000
TOTAL LIABILITIES		17,131,000			15,828,000
Commitments and Contingencies
Shareholders’ Equity:
Common Stock		932,000			932,000
Capital in Excess of Par Value		86,148,000			86,148,000
Retained Earnings		16,925,000			15,897,000
Treasury Stock		(16,982,000	)		(16,982,000	)
Accumulated Other Comprehensive Loss		(695,000	)		(1,195,000	)
Total Shareholders’ Equity		86,328,000			84,800,000
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	103,459,000		$	100,628,000

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AMERICAN PACIFIC CORPORATION     

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AMERICAN PACIFIC CORPORATION
Condensed Consolidated Cash Flow Statements
For the Three Months ended December 31,
(unaudited)

	2004			2003
Cash Flows From Operating Activities	$	3,038,000		$	(5,274,000	)
Cash Flows From Investing Activities:
Asset Purchase		(4,468,000	)
Capital Expenditures		(568,000	)		(321,000	)
Investment in and Advances to Joint Venture		(141,000	)		(144,000	)
Net Cash From Investing Activities		(5,177,000	)		(465,000	)
Cash Flows From Financing Activities:
Issuance of Common Stock					2,142,000
Treasury Stock Acquired					(2,752,000	)
Net Cash From Financing Activities					(610,000	)
Net Change in Cash and Cash Equivalents		(2,139,000	)		(6,349,000	)
Cash and Cash Equivalents, Beginning of Period		23,777,000			27,140,000
Foreign Currency Exchange Rate		71,000
Cash and Cash Equivalents, End of Period	$	21,709,000		$	20,791,000
Supplemental Disclosure of Cash Flow Information:
Cash paid during quarter for taxes

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AMERICAN PACIFIC CORPORATION