-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EHhymlX61zgUCusH0sqFxKWKcgEGlF9PgxqrQzwdjTjE7+iAxm6CIN8/fGgzheW7 PL/wlRRXB4sl4O1/oSLIUQ== 0000950153-06-001996.txt : 20060801 0000950153-06-001996.hdr.sgml : 20060801 20060801154948 ACCESSION NUMBER: 0000950153-06-001996 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060801 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060801 DATE AS OF CHANGE: 20060801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PACIFIC CORP CENTRAL INDEX KEY: 0000350832 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 596490478 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08137 FILM NUMBER: 06994459 BUSINESS ADDRESS: STREET 1: 3770 HOWARD HUGHES PKWY STE 300 CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027352200 MAIL ADDRESS: STREET 1: 3770 HOWARD HUGHES PKWY STE 300 STREET 2: 3770 HOWARD HUGHES PKWY STE 300 CITY: LAS VEGAS STATE: NV ZIP: 89109 8-K 1 p72689e8vk.htm 8-K e8vk
Table of Contents

 
 
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): August 1, 2006
 
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       89169
(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))
 
 


TABLE OF CONTENTS

Item 2.02 Results of Operations and Financial Condition
Item 9.01 Financial Statements and Exhibits
SIGNATURE
EX-99.1


Table of Contents

Item 2.02 Results of Operations and Financial Condition.
     On August 1, 2006, the Registrant issued a press release relating to the Registrant’s earnings for the third quarter of fiscal year 2006. A copy of the press release is attached hereto 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 August 1, 2006.

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Table of Contents

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: August 1, 2006  By:   /s/ JOHN R. GIBSON    
    John R. Gibson   
    Chairman, Chief Executive Officer and President   

3

EX-99.1 2 p72689exv99w1.htm EX-99.1 exv99w1
 

         
EXHIBIT 99.1
AMERICAN PACIFIC CORPORATION
Fiscal 2006 Third Quarter Financial Results
Contact: John Gibson — (702) 735-2200
E-mail: InvestorRelations@apfc.com
Website: www. apfc.com
AMERICAN PACIFIC REPORTS FISCAL 2006 THIRD QUARTER
RESULTS and INVESTOR TELECONFERENCE
LAS VEGAS, NEVADA, August 1, 2006 — American Pacific Corporation (NASDAQ: APFC) today reported financial results for its fiscal 2006 third quarter and nine months ended June 30, 2006.
FINANCIAL HIGHLIGHTS
Quarter Ended June 30, 2006
  Revenues increased 240% to $42.8 million from $12.6 million in the prior year quarter.
 
  Net loss from continuing operations improved to $0.9 million compared to $15.7 million in the prior year quarter.
 
  Diluted loss per share from continuing operations was $0.12 compared to a diluted loss per share from continuing operations of $2.15 for the prior year quarter.
 
  The prior year quarter includes an after tax charge for environmental remediation of $14.1 million or $1.93 per diluted share.
 
  EBITDA, excluding environmental remediation charges, was $7.7 million compared to an EBITDA loss of $1.3 million for the prior year quarter.
Nine Months Ended June 30, 2006
  Revenues increased 138% to $99.1 million from $41.6 million in the prior year quarter.
 
  Net loss from continuing operations was $4.3 million compared to $16.5 million in the prior year period.
 
  Diluted loss per share from continuing operations was $0.58 compared to a diluted loss per share from continuing operations of $2.26 for the prior year period.
 
  The current period includes an after tax charge for environmental remediation of $1.7 million or $0.24 per diluted share.
 
  The prior period includes an after tax charge for environmental remediation of $14.1 million or $1.93 per diluted share.
 
  EBITDA, excluding environmental remediation charges, was $16.8 million compared to $0.0 million for the prior year period.
On November 30, 2005, we completed the acquisition of the Aerojet Fine Chemicals business of GenCorp, Inc. for approximately $127.9 million. The operations are now conducted through our wholly-owned subsidiary, Ampac Fine Chemicals LLC or AFC. The financial results of AFC, which are reported as our Fine Chemicals segment, are included in our consolidated operating results beginning December 1, 2005.
In June 2006, our board of directors approved and we committed to a plan to sell our joint venture interest in Energetic Systems, Inc. (“ESI”), based on our determination that ESI’s product lines are no longer a strategic fit with our business strategies. The carrying amount of ESI’s assets and liabilities are reported as held for sale as of June 30, 2006. Revenues and expenses associated with ESI’s operations are presented as discontinued operations for all periods presented. ESI was formerly reported within our Specialty Chemicals operating segment.
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3770 HOWARD HUGHES PARKWAY • SUITE 300 • LAS VEGAS, NV 89169
PHONE (702) 735-2200 • FAX (702) 735-4876
Exhibit 99.1 - pg. 1

 


 

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CONSOLIDATED RESULTS OF OPERATIONS
Revenues The increase in our consolidated revenues reflects the inclusion of AFC beginning December 1, 2005 and increases from each of our existing operating segments, with the exception of Other Businesses revenues, which declined for the nine-month period because our real estate sales were completed in fiscal 2005.
Cost of Revenues and Gross Margins — Cost of revenues increased $21.4 million, or 225%, to $30.9 million for the fiscal 2006 third quarter from $9.5 million for the third quarter of fiscal 2005. The gross margin percentage was 28% compared to 24%.
For the nine months ended June 30, 2006, cost of revenues was $70.3 million, an increase of $41.9 million or 148% compared to the prior fiscal year third quarter. Gross margin percentage was 29% for the nine months ended June 30, 2006 compared to 32% for the prior fiscal year period. The following factors affect our consolidated gross margin comparisons:
  Gross margin percentage for our Specialty Chemicals and Aerospace Equipment segments improved in fiscal 2006 compared to the prior year periods primarily due to higher pricing of Specialty Chemicals products and better manufacturing overhead absorption for Aerospace Equipment.
 
  While AFC contributes significant gross margin dollars, its gross margin percentage is less than that of our Specialty Chemicals segment. The effect of including AFC in fiscal 2006 is a reduction in the consolidated gross margin percentage.
 
  Gross margin from our Other Businesses segment declined in fiscal 2006. The fiscal 2005 nine-month period includes a significant real estate sale which contributed approximately 5 margin points to the prior year consolidated gross margin percentage.
Operating Expenses — Operating expenses increased $4.4 million, or 76%, in the third quarter of fiscal 2006 to $10.2 million from $5.8 million in the third quarter of fiscal 2005. For the nine months ended June 30, 2006, operating expenses were $26.5 million, an increase of $9.0 million or 52% compared $17.5 million for the prior fiscal year period. The increases in operating expenses reflect:
  The addition of AFC operating expenses beginning December 1, 2005, which include $3.3 million of amortization expense for acquired intangible assets.
 
  Increases in corporate expenses primarily due to higher insurance costs.
 
  Increases in Aerospace Equipment operating expenses consistent with the growth in their business.
 
  Decreases in Specialty Chemicals operating expenses. The fiscal 2005 periods include environmental expenses to evaluate our Henderson remediation project that were incurred prior to the initial charge and commencement of the project.
Interest and Other Income and Interest Expense — Other income for the nine months ended June 30, 2006 includes a gain of $0.6 million related to the sale of our interest in a real estate partnership. Interest expense increased substantially during fiscal 2006 due to indebtedness we incurred financing our AFC acquisition on November 30, 2005.
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AMERICAN PACIFIC CORPORATION
Exhibit 99.1 - pg. 2

 


 

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SEGMENT HIGHLIGHTS
Specialty Chemicals Segment
Quarter Ended June 30, 2006
  Revenues increased 19% to $11.1 million from $9.3 million.
 
  Operating profit improved to $1.6 million from $0.9 million.
Nine Months Ended June 30, 2006
  Revenues increased 14% to $32.3 million from $28.3 million.
 
  Operating profit improved to $8.5 million from $4.0 million.
For the fiscal 2006 periods, the increase in revenues is substantially due to an increase in the average price for Grade I AP, despite a decline in volume compared to the prior fiscal year periods. Our azide and Halotron product lines also reported nominal revenue increases.
The improvement in operating profit reflects higher gross margins on our perchlorate products due to price increases and reduced environmental costs, a decrease in operating losses generated by our azide products, and consistent, yet nominal, performance from our Halotron products.
Based on the most current information from our customers, we continue to believe that over the next several years, overall demand for Grade I AP will be largely driven by requirements of the Minuteman program which should provide a stable base for our Grade I AP revenues. Grade I AP demand could also be influenced if there is a substantial increase in Space Shuttle flights. However, it is our expectation that our customers’ Grade I AP inventories are currently sufficient to sustain nominal Space Shuttle activity for the next several years. In the long-term, Grade I AP demand should be driven by the timing of the retirement of the Space Shuttle fleet, the development of the new crew launch vehicle (“CLV”) and the number of CLV launches, and the development and testing of the new heavy launch vehicle (“HLV”) used to transport material and supplies to the International Space Station and the Moon.
Fine Chemicals Segment
Quarter Ended June 30, 2006
  Revenues were $25.9 million.
 
  Operating profit was $3.8 million and EBITDA was $8.2 million.
 
  Revenues of $25.9 million increased 120% compared to pro forma(b) revenues of $11.8 million for the prior year period.
Nine Months Ended June 30, 2006
  Revenues(a) were $50.0 million.
 
  Operating(a) profit was $4.4 million and EBITDA was $14.3 million.
 
  Pro forma(b) revenues of $68.2 million increased 72% compared to pro forma(b) revenues of $39.6 million for the prior year period.
  (a)   Revenues and operating profit for the nine months ended June 30, 2006 reflect seven months of AFC operations from December 1, 2005.
 
  (b)   Pro forma revenues assumes that AFC was acquired effective October 1, 2004.
The revenue increase at AFC includes increases for each of its primary technology groups; energetic chemistry, high potency compounds, and chiral compounds. One factor that contributed to the revenue
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AMERICAN PACIFIC CORPORATION

Exhibit 99.1 - pg. 3

 


 

-4-
increase in the fiscal 2006 periods is an improvement in the cycle time of a significant product that resulted in more product being manufactured and sold. In addition, a number of AFC’s products require multiple steps of chemistry. As a result, production of the final product can span several quarters. The third quarter of fiscal 2006 includes revenue associated with the completion of these products. Conversely, the third quarter of fiscal 2005 included a substantial amount of work effort on intermediates, which resulted in revenue recognition in subsequent periods.
In late February 2006, AFC commissioned its newest production facility, including one of the world’s largest 5 x 1000 mm multicolumn continuous chromatography (MCC) units and related equipment. The new facility contributes significantly to AFC’s capabilities in the area of commercial scale chromatography and is a key element of the Company’s goal to maintain its leadership position in this specialized area of chemical processing. The addition of this new MCC unit allows AFC to process multi ton quantities of registered intermediates and active pharmaceutical ingredients for the pharmaceutical industry. Sales resulting from operations in this new facility began in the third quarter.
AFC has a record-level of customer orders and continues to operate its facilities at near capacity. Fiscal 2006 is a building year for AFC that includes the construction of the new production facility, and related costs associated with its development and integration into the business, as well as costs associated with transition services and the integration of AFC into our company. Looking beyond fiscal 2006, we expect AFC will continue to experience growth in revenues and operating profit.
Aerospace Equipment Segment
Quarter Ended June 30, 2006
  Revenues increased 84% to $5.2 million from $2.8 million.
 
  Operating profit improved to $0.4 million from an operating loss of $0.1 million.
Nine Months Ended June 30, 2006
  Revenues increased 53% to $13.4 million from $8.7 million.
 
  Operating profit improved to $0.8 million from an operating loss of $0.4 million.
Our Aerospace Equipment segment continues to enjoy strong levels of both commercial and government new order bookings which are driving increases in revenues. The segment’s profitability is also improving due to better absorption of fixed manufacturing costs at these higher revenue levels. Successful new bookings include contracts from Space Systems/Loral for AMPAC-ISP’s 5-lbf Platinum/Rhodium thruster to be used on communications satellites.
CAPITAL AND LIQUIDITY HIGHLIGHTS
Operating Cash Flows — Cash flow from operating activities for the nine months ended June 30, 2006, was $1.1 million compared to $2.4 million for the prior year period.
Significant changes in non-cash items in loss from continuing operations include:
  An increase in depreciation and amortization to $14.2 million from $4.2 million largely due to the AFC acquisition.
 
  Non-cash interest expense of $2.3 million that includes payment-in-kind interest and amortization of debt issuance costs.
 
    Significant items that reduce cash flow from operations include:
Cash used to fund increases in working capital (primarily accounts receivable, inventories, and accounts payable) of $9.1 million.
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AMERICAN PACIFIC CORPORATION
Exhibit 99.1 - pg. 4

 


 

-5-
  Expenditures for environmental remediation activities of $5.7 million.
For the remainder of fiscal 2006, we expect to use cash provided by operations to fund approximately $1.2 million for the remaining construction phase of our remediation project. Once the project moves to its operating and maintenance phase, cash usage should decline to approximately $0.8 million annually for the next several years.
Investing Cash Flows — For the nine months ended June 30, 2006, cash used for investing activities includes:
  The cash component of our AFC Acquisition of $108.5 million.
 
  An increase in capital expenditures to $13.4 million from $1.4 million in the prior year period largely due to capital projects at AFC. We expect to use approximately $3.0 million for capital expenditures through the remainder of fiscal 2006.
Credit Facilities and Seller Subordinated Note — In connection with our acquisition of AFC we entered into a $75 million first lien credit agreement and a $20 million second lien credit agreement (collectively, the “Credit Facilities”). The Credit Facilities are collateralized by substantially all of our assets and the assets of our domestic subsidiaries. The first lien credit facility includes a $10 million revolving credit line, of which we had outstanding borrowings of $4.0 million as of June 30, 2006. The Credit Facilities contain, among other provisions, financial covenants, events which require prepayment of debt and restrictions on asset sales, additional debt or liens, issuance of equity, and dividends. We were in compliance with these covenants as of June 30, 2006.
Investor Teleconference
We invite you to participate in a teleconference with our executive management covering the 2006 fiscal third quarter financial results. The investor teleconference will be held today at 1:30 p.m., Pacific Daylight Time. The teleconference will include a presentation by management followed by a question and answer session. The teleconference can be accessed by dialing (973) 582-2841 between 1:15 and 1:30 p.m., Pacific Daylight Time. Please reference conference ID# 7365636. As is our customary practice, a live webcast of the teleconference is being provided by Thomson Financial’s First Call Events. A link to the webcast is available at our website at www.apfc.com, and will be available for replay until our next quarterly investor teleconference.
Risk Factors/Forward Looking Statements
The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934, including without limitation all statements regarding the level of backlog and orders, the prospects for improvements in operating profits of our business segments, requirements for our cash, and the stability of baseline demand for our products. Words such as “believes”, “anticipates”, “plans”, “expects”, “intend”, “will”, “goal” and similar expressions are intended to identify forward-looking statements. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of its plans will be achieved. Actual results may differ materially from those set forth in the release due to risks and uncertainties inherent in the Company’s business. Factors that might cause such differences include, but are not limited to, the risk of any reduction or changes in NASA or U.S. government military spending, the loss of any one of our limited number of customers, the failure of continued appropriations by Congress for our customers’ existing or future U.S. government contracts, cost over-runs on our fixed price contracts, termination of the U.S. government contracts at its convenience, complex procurement regulations, environmental concerns, our substantial amount of debt, the restrictive debt covenants and the cost of servicing such debt, the ability to secure and maintain adequate liquidity to manage our operations, the hazardous nature of our product, the disruption of the supply of key raw materials, our inability to adapt to rapid technological changes, and risks associated with our acquisition of the AFC
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AMERICAN PACIFIC CORPORATION
Exhibit 99.1 - pg. 5

 


 

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Business, including, but not limited to, integration risks and costs, the AFC Business not achieving expected financial results or synergies or otherwise perform as expected and the risks associated with the operations of the AFC Business, and the other risks and uncertainties detailed in the Company’s filings with the Securities and Exchange Commission. Readers of this release are referred to the Company’s Annual Report on Form 10-K for the year ended September 30, 2005 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 for further discussion of these and other factors that could affect future results. The forward-looking statements contained in this news release are made as of the date hereof and American Pacific assumes no obligation to update for actual results or to update the reasons why actual results could differ materially from those projected in the forward-looking statements. In addition, the operating results and cash flows for the three months and nine months ended June 30, 2006, are not necessarily indicative of the results that will be achieved for future periods.
About American Pacific Corporation
American Pacific is a chemical and aerospace company with the following products: (i) fine chemicals in the form of active pharmaceutical ingredients and registered intermediates, (ii) perchlorate chemicals used in space propulsion and other applications, (iii) liquid in-space propellant thrusters used for attitude control on satellites, (iv) Halotron, a clean fire extinguishing agent, (v) sodium azide and other energetic products used in various applications and (vi) water treatment equipment. Fine chemicals are produced at Ampac Fine Chemicals (AFC) in Rancho Cordova, California. Perchlorates and other energetic chemicals as well as Halotron and water treatment equipment (PSI) are manufactured at the Wecco division in Cedar City, Utah. The in-space propulsion business, Ampac-ISP, is located at Niagara Falls, New York, and Westcott in the U.K. American Pacific also participates in a joint venture, Energetic Systems, Inc. (ESI), that manufactures packaged explosives at facilities in Hallowell, Kansas and Oklahoma City, Oklahoma. Additional information about American Pacific can be obtained by visiting the Company’s web site at www.apfc.com.
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AMERICAN PACIFIC CORPORATION
Exhibit 99.1 - - pg. 6

 


 

AMERICAN PACIFIC CORPORATION
Condensed Consolidated Statements of Operations
(Unaudited, Dollars in Thousands, Except per Share Amounts)
                                 
    Three Months Ended   Nine Months Ended
    June 30,   June 30,
    2006   2005   2006   2005
     
Revenues
  $ 42,840     $ 12,580     $ 99,102     $ 41,634  
Cost of Revenues
    30,931       9,517       70,288       28,357  
     
Gross Profit
    11,909       3,063       28,814       13,277  
Operating Expenses
    10,187       5,793       26,468       17,462  
Environmental Remediation Charges
          22,400       2,800       22,400  
     
Operating Income (Loss)
    1,722       (25,130 )     (454 )     (26,585 )
Interest and Other Income
    55       176       978       433  
Interest Expense
    3,280             7,405        
     
Loss from Continuing Operations before Income Tax
    (1,503 )     (24,954 )     (6,881 )     (26,152 )
Income Tax Benefit
    (642 )     (9,241 )     (2,624 )     (9,699 )
     
Loss from Continuing Operations
    (861 )     (15,713 )     (4,257 )     (16,453 )
Loss from Discontinued Operations, Net of Tax
    (192 )     (79 )     (439 )     (236 )
Extraordinary Gain, Net of Tax
                      1,622  
     
Net Loss
  $ (1,053 )   $ (15,792 )   $ (4,696 )   $ (15,067 )
     
 
                               
Basic Earnings (Loss) Per Share:
                               
Loss from Continuing Operations
  $ (0.12 )   $ (2.15 )   $ (0.58 )   $ (2.26 )
Discontinued Operations, Net of Tax
    (0.02 )     (0.01 )     (0.06 )     (0.03 )
Extraordinary Gain, Net of Tax
                      0.22  
     
Net Loss
  $ (0.14 )   $ (2.16 )   $ (0.64 )   $ (2.07 )
     
 
                               
Diluted Earnings (Loss ) Per Share:
                               
Loss from Continuing Operations
  $ (0.12 )   $ (2.15 )   $ (0.58 )   $ (2.26 )
Discontinued Operations, Net of Tax
    (0.02 )     (0.01 )     (0.06 )     (0.03 )
Extraordinary Gain, Net of Tax
                      0.22  
     
Net Loss
  $ (0.14 )   $ (2.16 )   $ (0.64 )   $ (2.07 )
     
 
                               
Weighted Average Shares Outstanding:
                               
Basic
    7,304,000       7,297,000       7,299,000       7,294,000  
Diluted
    7,304,000       7,297,000       7,299,000       7,294,000  
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AMERICAN PACIFIC CORPORATION
Exhibit 99.1 - - pg. 7

 


 

AMERICAN PACIFIC CORPORATION
Condensed Consolidated Balance Sheets
(Unaudited, Dollars in Thousands)
                 
    June 30,   September 30,
    2006   2005
     
ASSETS
               
Current Assets:
               
Cash and Cash Equivalents
  $ 5,189     $ 37,213  
Accounts and Notes Receivable
    23,782       12,572  
Inventories
    35,064       13,818  
Prepaid Expenses and Other Assets
    4,799       1,365  
Deferred Income Taxes
    834       834  
Assets of Discontinued Operations Held for Sale
    10,676        
     
Total Current Assets
    80,344       65,802  
Property, Plant and Equipment, Net
    109,432       15,646  
Intangible Assets, Net
    21,609       9,763  
Deferred Income Taxes
    19,312       19,312  
Other Assets
    5,234       4,477  
     
TOTAL ASSETS
  $ 235,931     $ 115,000  
     
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current Liabilities:
               
Accounts Payable
  $ 12,187     $ 5,231  
Accrued Liabilities
    5,557       2,786  
Employee Related Liabilities
    3,296       2,023  
Environmental Remediation Reserves
    1,750       4,967  
Deferred Revenues
    3,875       792  
Current Portion of Debt
    6,614       768  
Liabilities of Discontinued Operations Held for Sale
    3,582        
     
Total Current Liabilities
    36,861       16,567  
Long-Term Debt
    103,420        
Environmental Remediation Reserves
    15,980       15,620  
Pension Obligations and Other Long-Term Liabilities
    9,169       8,144  
     
Total Liabilities
    165,430       40,331  
     
Commitments and Contingencies
               
Shareholders’ Equity
               
Preferred Stock — No par value; 3,000,000 authorized; none outstanding
           
Common Stock — $.10 par value; 20,000,000 shares authorized, 9,357,287 and 9,331,787 issued
    935       932  
Capital in Excess of Par Value
    86,649       86,187  
Retained Earnings
    1,510       6,206  
Treasury Stock — 2,034,870 shares
    (16,982 )     (16,982 )
Accumulated Other Comprehensive Loss
    (1,611 )     (1,674 )
     
Total Shareholders’ Equity
    70,501       74,669  
     
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
  $ 235,931     $ 115,000  
     
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AMERICAN PACIFIC CORPORATION
Exhibit 99.1 - - pg. 8

 


 

AMERICAN PACIFIC CORPORATION
Condensed Consolidated Statements of Cash Flow
(Unaudited, Dollars in Thousands)
                 
    Nine Months Ended
    June 30,
    2006   2005
     
Cash Flows from Operating Activities:
               
Net Loss from Continuing Operations
  $ (4,257 )   $ (16,453 )
Adjustments to Reconcile Net Income (Loss) from Continuing
               
Operations to Net Cash from Operating Activities:
               
Depreciation and amortization
    14,166       4,205  
Non-cash interest expense
    2,314        
Share-based compensation
    287        
Deferred income taxes
          (9,613 )
Gain on sale of assets
    (610 )      
Changes in operating assets and liabilities:
               
Accounts receivable
    (5,399 )     4,424  
Inventories
    (6,273 )     (2,485 )
Prepaid expenses
    (3,461 )     (724 )
Accounts payable and accrued liabilities
    6,361       750  
Deferred revenues
    (284 )      
Environmental remediation reserves
    (2,857 )     22,400  
Other
    618       354  
Discontinued operations, net
    482       (425 )
     
Net cash provided by operating activities
    1,087       2,433  
     
 
               
Cash Flows from Investing Activities:
               
Acquisition of businesses
    (108,462 )     (4,468 )
Capital expenditures
    (13,429 )     (1,354 )
Proceeds from sale of assets
    2,395        
Discontinued operations, net
    (403 )     (257 )
     
Net Cash Used in Investing Activities
    (119,899 )     (6,079 )
     
 
               
Cash Flows from Financing Activities:
               
Proceeds from the issuance of long-term debt
    85,000        
Payments of long-term debt
    (496 )      
Short-term borrowings, net
    4,000        
Debt issuance costs
    (1,782 )      
Other
    158       163  
Discontinued operations, net
    (92 )     300  
     
Net Cash Provided by Financing Activities
    86,788       463  
     
 
               
Net Change in Cash and Cash Equivalents
    (32,024 )     (3,183 )
Cash and Cash Equivalents, Beginning of Period
    37,213       23,777  
     
Cash and Cash Equivalents, End of Period
  $ 5,189     $ 20,594  
     
- more -
AMERICAN PACIFIC CORPORATION
Exhibit 99.1 - - pg. 9

 


 

AMERICAN PACIFIC CORPORATION
Supplemental Data
(Unaudited, Dollars in Thousands)
Operating Segment Data:
                                 
    Three Months Ended   Nine Months Ended
    June 30,   June 30,
    2006   2005   2006   2005
     
Revenues:
                               
Specialty Chemicals
  $ 11,098     $ 9,309     $ 32,282     $ 28,330  
Fine Chemicals
    25,889             49,992        
Aerospace Equipment
    5,232       2,842       13,366       8,721  
Other Businesses
    621       429       3,462       4,583  
     
Total Revenues
  $ 42,840     $ 12,580     $ 99,102     $ 41,634  
     
 
                               
Segment Operating Income (Loss):
                               
Specialty Chemicals
  $ 1,563     $ 890     $ 8,515     $ 3,996  
Fine Chemicals
    3,758             4,434        
Aerospace Equipment
    445       (104 )     764       (352 )
Other Businesses
    (456 )     (40 )     215       3,013  
     
Total Segment Operating Income (Loss)
    5,310       746       13,928       6,657  
Corporate Expenses
    (3,588 )     (3,476 )     (11,582 )     (10,842 )
Environmental Remediation Charges
          (22,400 )     (2,800 )     (22,400 )
Interest and Other Income (Expense), Net
    (3,225 )     176       (6,427 )     433  
     
Loss from Continuing Operations before Tax
  $ (1,503 )   $ (24,954 )   $ (6,881 )   $ (26,152 )
     
 
                               
Depreciation and Amortization:
                               
Specialty Chemicals
  $ 1,287       1,277     $ 3,849       3,799  
Fine Chemicals
    4,486             9,834        
Aerospace Equipment
    19       6       54       6  
Other Businesses
    3       3       9       9  
Corporate
    139       132       420       391  
     
Total Depreciation and Amortization
  $ 5,934     $ 1,418     $ 14,166     $ 4,205  
     
Reconciliation of Loss from Continuing Operations before Tax to EBITDA:
                                 
    Three Months Ended   Nine Months Ended
    June 30,   June 30,
    2006   2005   2006   2005
     
Loss from Continuing Operations before Tax
  $ (1,503 )   $ (24,954 )   $ (6,881 )   $ (26,152 )
 
                               
Interest expense (income), net
    3,225       (176 )     6,427       (433 )
Depreciation and amortization
    5,934       1,418       14,166       4,205  
Share-based compensation
    54             287        
 
                               
     
EBITDA (a)
  $ 7,710     $ (23,712 )   $ 13,999     $ (22,380 )
     
 
(a)   EBITDA (defined as income (loss) before income taxes, extraordinary gain, net interest expense, depreciation and amortization, and share-based compensation) is not a financial measure calculated in accordance with GAAP and should not be considered as an alternative to income from operations as a performance measure. EBITDA is presented solely as a supplemental disclosure because management believes that it is a useful performance measure that is widely used within the industry. In addition, EBITDA is a significant measurement for covenant compliance under our credit facilities. EBITDA is not calculated in the same manner by all companies and, accordingly, may not be an appropriate measure for comparison.
- O -
AMERICAN PACIFIC CORPORATION
Exhibit 99.1 - - pg. 10

 

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