-----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, CH7XvKysQ/VJlFlmmTU/iUGJ2gK9HkzqiggnXio154YxJRt77Lw685Yr74PSqnvD UyKkrdrh/y8bbctyCIvUAQ== 0000950153-08-002047.txt : 20081211 0000950153-08-002047.hdr.sgml : 20081211 20081211160752 ACCESSION NUMBER: 0000950153-08-002047 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081211 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081211 DATE AS OF CHANGE: 20081211 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: 081243650 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 p13693e8vk.htm FORM 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): December 11, 2008
 
AMERICAN PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
(AMPAC LOGO)
         
Delaware   1-8137   59-6490478
         
(State or other jurisdiction   (Commission File   (IRS Employer
of incorporation)   Number)   Identification No.)
3883 Howard Hughes Parkway, Suite 700, 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
EXHIBIT INDEX
EX-99.1


Table of Contents

Item 2.02 Results of Operations and Financial Condition.
     On December 11, 2008, the Registrant issued a press release relating to the Registrant’s earnings for the fourth quarter and fiscal year ended September 30, 2008. 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 December 11, 2008.

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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: December 11, 2008  By:   /s/ JOHN R. GIBSON    
    John R. Gibson   
    Chairman and Chief Executive Officer   
 

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Table of Contents

EXHIBIT INDEX
     
Exhibit No.   Description
 
   
99.1
  Press release of American Pacific Corporation, dated December 11, 2008.

 

EX-99.1 2 p13693exv99w1.htm EX-99.1 exv99w1
EXHIBIT 99.1
AMERICAN PACIFIC – News Release
Contact: Dana M. Kelley – (702) 735-2200
E-mail: InvestorRelations@apfc.com
Website: www.apfc.com
AMERICAN PACIFIC REPORTS FISCAL 2008 RESULTS; NET INCOME INCREASES 80%
LAS VEGAS, NEVADA, December 11, 2008 — American Pacific Corporation (NASDAQ: APFC) today reported financial results for its fiscal 2008 fourth quarter and year ended September 30, 2008.
We provide non-GAAP measures as a supplement to financial results based on GAAP. A reconciliation of the non-GAAP measures to the most directly comparable GAAP measures is included in the accompanying supplemental data.
FINANCIAL HIGHLIGHTS
Quarter Ended September 30, 2008 Compared to Quarter Ended September 30, 2007
  Revenues increased 15% to $71.2 million from $61.7 million.
 
  Operating income increased 3% to $9.9 million compared to $9.6 million.
 
  Adjusted EBITDA decreased to $14.1 million compared to $14.9 million.
 
  Net income increased 19% to $4.3 million from $3.6 million.
 
  Diluted earnings per share was $0.57 compared to $0.48.
Year Ended September 30, 2008 Compared to Year Ended September 30, 2007
  Revenues increased 10% to $203.1 million from $183.9 million.
 
  Operating income increased 4% to $24.9 million compared to $23.9 million.
 
  Adjusted EBITDA decreased to $42.8 million compared to $44.0 million.
 
  Net income increased 80% to $9.0 million from $5.0 million.
 
  Diluted earnings per share was $1.18 compared to $0.67.
The prior year includes a charge of $0.24 per diluted share related to our refinancing activities in February 2007.
CONSOLIDATED RESULTS OF OPERATIONS
Revenues For our fiscal 2008 fourth quarter, revenues increased 15%, reflecting a 40% increase in Fine Chemicals segment revenues offset by a 17% decrease in Specialty Chemicals segment revenues. Our revenues increased 10% in fiscal 2008 primarily due to a 19% increase in revenues for our Fine Chemicals segment.
See further discussion under our Segment Highlights.
Cost of Revenues and Gross Margins — For our fiscal 2008 fourth quarter, cost of revenues was $50.2 million compared to $40.5 million for the prior fiscal year fourth quarter. The consolidated gross margin percentage was 29% and 34% for our fiscal 2008 and 2007 fourth quarters, respectively. For fiscal 2008, cost of revenues was $135.4 million compared to $120.2 million for the prior fiscal year. The consolidated gross margin percentage was 33% and 35% for fiscal 2008 and fiscal 2007, respectively.
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3883 HOWARD HUGHES PARKWAY • SUITE 700 • LAS VEGAS, NV 89169
PHONE (702) 735-2200 • FAX (702) 735-4876
Page 1 of Exhibit 99.1

 


 

One of the most significant factors that affects, and should continue to affect, the comparison of our consolidated gross margins from period to period is the change in revenue mix between our two largest segments because our Specialty Chemicals segment typically has higher gross margins than our Fine Chemicals segment. The revenue contribution by each of our segments is indicated in the following table.
                                 
    Three Months Ended   Year Ended
    September 30,   September 30,
    2008   2007   2008   2007
     
Fine Chemicals
    66 %     55 %     61 %     57 %
Specialty Chemicals
    24 %     33 %     28 %     31 %
Aerospace Equipment
    7 %     8 %     8 %     9 %
Other Businesses
    3 %     4 %     3 %     3 %
     
Total Revenues
    100 %     100 %     100 %     100 %
     
In addition, consolidated gross margins for our fiscal 2008 fourth quarter and fiscal 2008 reflect:
  A decrease in Fine Chemicals segment gross margin percentage relating primarily to changes in product mix and a reduction in gross margin for an anti-viral product.
 
  Improvements in Specialty Chemicals segment gross margin percentage primarily due to a reduction in amortization expense.
See further discussion under our Segment Highlights.
Operating Expenses — For our fiscal 2008 fourth quarter, operating expenses decreased $0.6 million to $11.0 million from $11.6 million in the fourth quarter of the prior fiscal year primarily due to a reduction in incentive compensation expenses for our Fine Chemicals segment.
For fiscal 2008, operating expenses increased $3.1 million to $42.9 million from $39.8 million for the prior fiscal year. The variances are primarily due to:
  A decrease in Fine Chemicals segment operating expenses including a decrease in incentive compensation of $0.7 million offset partially by an increase in recruiting and personnel relocation expenses of $0.5 million.
 
  A $0.1 million decrease in Specialty Chemicals segment operating expenses due to various individually insignificant changes in general and administrative expenses.
 
  A $0.5 million increase in Aerospace Equipment segment operating expenses due to various individually insignificant changes in staffing and marketing expenses.
 
  An increase in corporate operating expenses including increases in supplemental executive retirement expenses of $0.9 million, rent of $0.4 million, and legal and professional services of $0.4 million.
SEGMENT HIGHLIGHTS
Fine Chemicals Segment
Our Fine Chemicals segment reflects the operating results of our wholly-owned subsidiary Ampac Fine Chemicals LLC (“AFC”).
Quarter Ended September 30, 2008 Compared to Quarter Ended September 30, 2007
  Revenues were $47.3 million compared to revenues of $33.7 million.
 
  Operating income was $6.8 million, or 14% of revenue, compared to $6.0 million, or 18% of revenue.
 
  Segment EBITDA was $10.2 million, or 22% of revenue, compared to Segment EBITDA of $9.5 million, or 28% of revenue.
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Page 2 of Exhibit 99.1

 


 

Year Ended September 30, 2008 Compared to Year Ended September 30, 2007
  Revenues were $124.2 million compared to revenues of $104.4 million.
 
  Operating income was $16.2 million, or 13% of revenue, compared to $16.8 million, or 16% of revenue.
 
  Segment EBITDA was $29.1 million, or 23% of revenue, compared to Segment EBITDA of $30.4 million, or 29% of revenue.
The increase in Fine Chemicals revenues for the fourth quarter of fiscal 2008 compared to the prior fiscal year fourth quarter is primarily due to the timing of the completion of customer orders and satisfaction of the related revenue recognition criteria, as well as the factors affecting the fiscal 2008 revenue increases discussed below.
Fine Chemicals segment revenues increased $19.7 million, or 19%, in fiscal 2008 compared to the prior fiscal year primarily driven by increased volume for anti-viral products. Specifically,
  The volume for our largest (measured in terms of revenues) anti-viral product increased by 45% to support our customer’s increase in safety stock inventory of the final drug.
 
  Volume for our second largest anti-viral product increased by 21% in support of increases in demand for our customer’s end product.
 
  Volume for our largest oncology product declined in fiscal 2008 because fiscal 2007 included additional quantities purchased by our customer to build on-hand safety stock quantities.
Operating income was 14% of revenue for the fiscal 2008 fourth quarter compared to 18% for the prior fiscal year quarter and 13% of revenue for fiscal 2008 compared to 16% for the prior fiscal year period. Segment operating income for fiscal 2008 periods reflects:
  A decrease in the gross margin percentage of approximately eight points for the fiscal 2008 fourth quarter and approximately five points for fiscal 2008, each compared to the comparable prior fiscal year periods. There are several factors affecting Fine Chemicals gross margin percentages. In particular,
  o   Our product mix changed such that fiscal 2008 periods contained a greater percentage of lower-margin products than fiscal 2007 periods.
 
  o   During the fourth quarter of fiscal 2008, we implemented a new process for a large-volume anti-viral product and experienced start-up difficulties. This negatively impacted margins. While we have made progress toward our expectations for the new process, the effects are expected to continue into the early part of fiscal 2009.
 
  o   To a lesser extent, gross margin percentages were also reduced by product scheduling and maintenance issues which affected manufacturing efficiency.
  A decrease in depreciation and amortization expense of $0.8 million for fiscal year 2008.
 
  A decrease in operating expenses of $0.8 million for the fiscal 2008 fourth quarter primarily due to a decrease in incentive compensation.
 
  A consistent level of operating expenses in fiscal 2008 compared to fiscal 2007 including a decrease in incentive compensation of $0.7 million, offset partially by an increase in recruiting and personnel relocation expenses of $0.5 million.
Specialty Chemicals Segment
Our Specialty Chemicals segment revenues include the operating results from our perchlorate, sodium azide and Halotron product lines, with perchlorates comprising 91% and 89% of Specialty Chemicals revenues in fiscal 2008 and fiscal 2007, respectively.
Quarter Ended September 30, 2008 Compared to Quarter Ended September 30, 2007
  Revenues declined 17% to $16.8 million from $20.4 million.
Page 3 of Exhibit 99.1

 


 

  Operating income was $6.4 million, or 38% of revenues, compared to $6.4 million, or 31% of revenues.
 
  Segment EBITDA was $6.8 million, or 40% of revenues, compared to $7.7 million, or 38% of revenues.
Year Ended September 30, 2008 Compared to Year Ended September 30, 2007
  Revenues were $57.1 million for each year.
 
  Operating income was $23.1 million, or 41% of revenues, compared to $18.2 million, or 32% of revenues.
 
  Segment EBITDA was $26.0 million, or 45% of revenues, compared to $23.4 million, or 41% of revenues.
The variances in Specialty Chemicals revenues reflect the following factors:
  A 13% increase in perchlorate volume in fiscal 2008 and a 10% decline in the related average price per pound.
 
  A 13% decrease in perchlorate volume and a 5% decrease in the related average price per pound in the fiscal 2008 fourth quarter.
 
  Sodium azide revenues decreased 63% in fiscal 2008 compared to the prior fiscal year.
 
  Halotron revenues increased 4% in fiscal 2008 compared to the prior fiscal year.
For fiscal 2008, our largest programs were the Minuteman III propulsion replacement program, the Space Shuttle Reusable Solid Rocket Motor (RSRM), the Guided Multiple Launch Rocket System (GMLRS) missile and the ARES next-generation space exploration vehicles. The average price per pound of perchlorate sold in fiscal 2008 decreased compared to fiscal 2007 due to higher total sales volume of Grade I AP in fiscal 2008 compared to fiscal 2007.
We expect Grade I AP demand in fiscal 2009 to be less than fiscal 2008, primarily due to the completion of the three year Minuteman III propulsion replacement program. The expected decline in volume is not expected to have a corresponding effect on revenues due to the pricing under our contractual price-volume matrix. Over the longer term, we expect annual demand for Grade I AP to be within the range of 6 million to 9 million pounds based on current NASA and U.S. Department of Defense production programs. However, AP demand could increase if there is an extension of the Space Shuttle program and/or an acceleration of the Ares program,
The decrease in sodium azide revenues in fiscal 2008 reflects a continued reduction in demand for sodium azide used in pharmaceutical applications. We do not anticipate a significant increase in demand for sodium azide.
Increases in Halotron revenues are driven by volume changes which have been and are expected to be consistent year over year.
Specialty Chemicals operating income for fiscal 2008 was 41% of Specialty Chemicals revenue compared to 32% for the prior fiscal year, and for the fiscal 2008 fourth quarter was 38% compared to 31% for the fiscal 2007 fourth quarter, reflecting the following:
  Specialty Chemicals segment gross margin percentage improved eight points for both the fiscal 2008 fourth quarter and fiscal 2008, compared to the respective prior year periods, reflecting the following:
  o   Mid fiscal 2008 second quarter, the Specialty Chemicals segment completed the amortization of the value assigned to the perchlorate customer list acquired in fiscal 1998. This reduction in amortization expense improved the Specialty Chemicals segment gross margin percentage by four points for fiscal 2008.
 
  o   The remaining improvement in the Specialty Chemicals segment gross margin percentage reflects better absorption of fixed manufacturing costs due to the higher production volume in fiscal 2008.
Page 4 of Exhibit 99.1

 


 

  Specialty Chemicals segment operating expenses for both the fiscal 2008 fourth quarter and fiscal 2008 were consistent with the prior year periods.
Aerospace Equipment Segment
Our Aerospace Equipment segment reflects the operating results of our wholly-owned subsidiary Ampac-ISP Corp. (“ISP”).
Year Ended September 30, 2008 Compared to Year Ended September 30, 2007
  Revenues decreased 5% to $16.4 million from $17.3 million.
 
  Operating income was $0.7 compared to $1.5 million.
Quarter Ended September 30, 2008 Compared to Quarter Ended September 30, 2007
  Revenues increased 6% to $5.1 million from $4.8 million.
 
  Operating income was $0.5 million compared to $0.9 million.
The decreases in Aerospace Equipment revenues during fiscal 2008 is primarily due to the awards of new contracts occurring in the later part of fiscal 2008, and accordingly did not produce as much revenue within fiscal 2008. The increase in revenues for the fiscal 2008 fourth quarter reflects the inception of revenue generated from these new contract awards. Aerospace Equipment segment gross margin percentage was the same in fiscal 2008 and fiscal 2007. Aerospace Equipment segment operating expenses increased $0.5 million due to various individually insignificant increases in staffing and marketing expenses.
CAPITAL AND LIQUIDITY HIGHLIGHTS
Liquidity — As of September 30, 2008, we had cash balances of $26.9 million and no cash borrowings against our $20.0 million revolving credit line. In addition, we were in compliance with the various covenants contained in our credit agreements.
Operating Cash Flows Cash flows from operating activities during fiscal 2008 decreased by $3.8 million compared to the prior fiscal year. Operating activities provided cash of $20.3 million for fiscal 2008 compared to providing cash of $24.1 million for the prior fiscal year.
Significant components of the change in cash flow from operating activities include:
  A decrease in cash provided by Adjusted EBITDA of $1.2 million.
 
  An improvement in cash used to fund working capital accounts of $1.7 million, excluding the effects of interest and income taxes.
 
  An increase in cash taxes paid of $4.1 million.
 
  An increase in cash used for interest payments of $1.4 million.
 
  A reduction in cash used for environmental remediation of $0.9 million.
 
  Other decreases in cash used for operating activities of $0.3 million.
Cash used by working capital accounts improved during fiscal 2008 primarily due to reductions in inventory levels, primarily at AFC. The benefit to cash from reductions in inventory levels was partially offset by reductions in accrued liabilities and deferred revenues.
We consider these working capital changes to be routine and within the normal production cycle of our products. The production of certain fine chemical products requires a length of time that exceeds one quarter. Therefore, in any given quarter, work-in-progress inventory or deferred revenues can increase or decrease significantly. We expect that our working capital may vary normally by as much as $10.0 million from quarter to quarter.
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Page 5 of Exhibit 99.1

 


 

Cash tax payments have increased due to the improvement in our pre-tax income and the negative effects of tax-basis inventory adjustments.
Cash used for interest increased primarily due to the timing of our interest payments. Our current debt instruments require semi-annual interest payments in February and August compared to the debt instruments in place through February 2007 which required interest payments at the end of each quarter.
Cash used for environmental remediation decreased because during the fiscal 2007 first quarter we were in the construction phase of our Henderson, Nevada remediation project compared to the lower cash requirements of the operating and maintenance phase which began in the fiscal 2007 second quarter.
Capital Expenditures — Capital expenditures increased by $6.9 million in fiscal 2008. This includes an increase in capital expenditures at our corporate offices of $2.2 million primarily due to the relocation of our headquarters and an increase in capital expenditures by our Fine Chemicals segment that included the upgrade of an existing production line to better handle new projects and the installation of equipment in support of a long-term project.
OUTLOOK
Looking to fiscal 2009 and beyond, we believe our long-term growth opportunities remain strong. We remain committed to our strategy to provide long-term value through the growth of our Fine Chemicals and Aerospace Equipment segments.
For fiscal 2009, we expect consolidated revenue of at least $195.0 million, reflecting the following:
  Fine Chemicals segment revenues are anticipated to decline by approximately 10% as compared to fiscal 2008. The expected decline reflects an approximately 85% reduction in volume for the anti-viral product that was our largest product in fiscal 2008. The fiscal 2009 decline in volume for this product is due to our customer’s supply chain strategy and their desire to reduce their current levels of inventory. Over the longer term, we believe that the pharmaceutical fine chemicals market will continue to present growth opportunities. The trend toward more outsourcing by the pharmaceutical industry continues and AFC’s pipeline of new products continues to grow. We believe that the key to enabling our growth in this segment is investment through strategic acquisitions and to a lesser extent investment in our facilities.
 
  Stable revenues from our Specialty Chemicals segment.
 
  Substantial growth from our Aerospace Equipment segment reflecting both the benefits from this segment’s success with contract awards in fiscal 2008 and the addition of our recently acquired European operations by ISP.
Our guidance for fiscal 2009 Adjusted EBITDA is at least $37.0 million and net income of at least $6.0 million. Our fiscal 2009 guidance for Adjusted EBITDA is computed by adding estimated amounts for depreciation and amortization of $15.0 million, interest expense of $11.0 million, share-based compensation expense of $1.0 million and income taxes of $4.0 million to estimated net income of $6.0 million. We are anticipating our capital expenditures for fiscal 2009 to be approximately $14.0 million.
INVESTOR TELECONFERENCE
We invite you to participate in a teleconference with our executive management covering our fiscal 2008 financial results. The investor teleconference will be held Thursday, December 11, 2008 at 1:30 p.m., Pacific Standard Time. The teleconference will include a presentation by management followed by a question and answer session. The teleconference can be accessed by dialing (973) 582-2852 between 1:15 and 1:30 p.m., Pacific Standard Time. Please reference conference ID# 76570053. 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 and the earnings release is available at our website at www.apfc.com, and will be available for replay until a few days before our next quarterly investor teleconference.
Page 6 of Exhibit 99.1

 


 

RISK FACTORS/FORWARD-LOOKING STATEMENTS
Statements contained in this earnings 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 Exchange Act of 1934, including without limitation statements regarding factors that will affect our consolidated gross margins, statements regarding the effects on margins resulting from our Fine Chemicals segment’s implementation of a new process for a large-volume anti-viral product, statements regarding our beliefs about future demand, and related revenues for perchlorates, in particular Grade I AP, statements regarding our expectations for demand for sodium azide, statements regarding our expectations for Halotron volumes, statements regarding our working capital changes and future variations, and all statements in the “Outlook” section of this earnings release. Words such as “anticipate”, “expect”, “could”, “should”, “may”, “can”, “will” 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 expectations 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 following:
    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 affect on our revenues.
 
    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 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 liabilities.
 
    Although we have established an environmental reserve for remediation at our Henderson, Nevada site, given the many uncertainties involved in assessing such 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 liability.
 
    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.
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Page 7 of Exhibit 99.1

 


 

    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 product liability claims 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 competition in certain industries where 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 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 could disrupt our operations.
 
    We may continue to expand our operations through acquisitions, which could divert management’s 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.
 
    If we are unable to generate sufficient cash flow to service our debt and fund our operating costs, our liquidity may be adversely affected.
 
    Our 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 rights may be violated or compromised, which could damage our operations.
Readers of this earnings release are referred to our Annual Report on Form 10-K for the year ended September 30, 2007, our Form 10-Q for the quarter ended June 30, 2008 and our other filings with the Securities and Exchange Commission for further discussion of these and other factors that could affect our future results. The forward-looking statements contained in this earnings release are made as of the date hereof and we assume 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, except as required by law. In addition, the operating results for the three-months and year ended September 30, 2008 and cash flows for the year ended September 30, 2008 are not necessarily indicative of the results that will be achieved for future periods.
ABOUT AMERICAN PACIFIC CORPORATION
American Pacific Corporation is a leading manufacturer of specialty and fine chemicals within its focused markets, as well as propulsion products sold to defense, aerospace and pharmaceutical end markets. Our products provide access to, and movement in, space via solid fuel and propulsion thrusters and represent the registered or active pharmaceutical ingredient in drug applications such as HIV, epilepsy and cancer. We also produce specialty chemicals utilized in various applications such as fire extinguishing systems, as well as manufacture water treatment equipment. Our products are designed to meet customer specifications and often must meet certain governmental and regulatory approvals. Additional information about us can be obtained by visiting our web site at www.apfc.com.
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Page 8 of Exhibit 99.1

 


 

AMERICAN PACIFIC CORPORATION
Consolidated Statements of Operations
(Unaudited, Dollars in Thousands, Except per Share Amounts)
                                 
    Three Months Ended   Year Ended
    September 30,   September 30,
    2008   2007   2008   2007
     
Revenues
  $ 71,152     $ 61,728     $ 203,129     $ 183,928  
Cost of Revenues
    50,200       40,514       135,388       120,230  
     
Gross Profit
    20,952       21,214       67,741       63,698  
Operating Expenses
    11,041       11,577       42,865       39,841  
     
Operating Income
    9,911       9,637       24,876       23,857  
Interest and Other Income, Net
    145       279       1,366       644  
Interest Expense
    2,730       2,827       10,803       11,996  
Debt Repayment Charges
          202             2,916  
     
Income before Income Tax
    7,326       6,887       15,439       9,589  
Income Tax Expense
    2,999       3,266       6,488       4,605  
     
Net Income
  $ 4,327     $ 3,621     $ 8,951     $ 4,984  
     
 
                               
Earnings per Share:
                               
Basic
  $ 0.58     $ 0.49     $ 1.20     $ 0.68  
Diluted
  $ 0.57     $ 0.48     $ 1.18     $ 0.67  
 
                               
Weighted Average Shares Outstanding:
                               
Basic
    7,478,000       7,423,000       7,451,000       7,365,000  
Diluted
    7,612,000       7,565,000       7,599,000       7,471,000  
— more —
Page 9 of Exhibit 99.1

 


 

AMERICAN PACIFIC CORPORATION
Consolidated Balance Sheets
(Unaudited, Dollars in Thousands, Except per Share Amounts)
                 
    September 30,
    2008   2007
     
ASSETS
               
Current Assets:
               
Cash and Cash Equivalents
  $ 26,893     $ 21,426  
Accounts Receivable, Net
    27,445       25,236  
Inventories
    40,357       47,023  
Prepaid Expenses and Other Assets
    3,392       1,882  
Income Taxes Receivable
    1,804       376  
Deferred Income Taxes
    6,859       2,101  
     
Total Current Assets
    106,750       98,044  
Property, Plant and Equipment, Net
    118,608       116,965  
Intangible Assets, Net
    3,013       5,767  
Deferred Income Taxes
    13,849       19,385  
Other Assets
    9,193       9,246  
     
TOTAL ASSETS
  $ 251,413     $ 249,407  
     
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current Liabilities:
               
Accounts Payable
  $ 10,554     $ 10,784  
Accrued Liabilities
    5,526       7,829  
Accrued Interest
    1,650       1,686  
Employee Related Liabilities
    6,917       7,222  
Income Taxes Payable
    111       83  
Deferred Revenues and Customer Deposits
    3,091       7,755  
Current Portion of Environmental Remediation Reserves
    996       726  
Current Portion of Long-Term Debt
    254       252  
     
Total Current Liabilities
    29,099       36,337  
Long-Term Debt
    110,120       110,373  
Environmental Remediation Reserves
    13,282       14,697  
Pension Obligations and Other Long-Term Liabilities
    15,950       12,311  
     
Total Liabilities
    168,451       173,718  
     
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, 9,523,541 and 9,463,541 issued
    952       946  
Capital in Excess of Par Value
    88,496       87,513  
Retained Earnings
    15,956       7,296  
Treasury Stock - 2,045,950 and 2,034,870 shares
    (17,175 )     (16,982 )
Accumulated Other Comprehensive Loss
    (5,267 )     (3,084 )
     
Total Shareholders’ Equity
    82,962       75,689  
     
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
  $ 251,413     $ 249,407  
     
— more —
Page 10 of Exhibit 99.1

 


 

AMERICAN PACIFIC CORPORATION
Consolidated Statements of Cash Flow
(Unaudited, Dollars in Thousands)
                 
    Year Ended
    September 30,
    2008   2007
     
Cash Flows from Operating Activities:
               
Net Income
  $ 8,951     $ 4,984  
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
               
Depreciation and amortization
    16,454       19,461  
Non-cash interest expense
    637       2,142  
Share-based compensation
    127       75  
Non-cash component of debt repayment charges
          2,309  
Excess tax benefit from stock option exercises
    (481 )     (32 )
Deferred income taxes
    3,355       2,102  
Gain on sale of assets
    (416 )     22  
Changes in operating assets and liabilities:
               
Accounts receivable, net
    (2,317 )     (5,712 )
Inventories
    6,666       (7,622 )
Prepaid expenses and other current assets
    (1,510 )     (292 )
Accounts payable
    (349 )     238  
Income taxes
    (919 )     (63 )
Accrued liabilities
    (1,765 )     2,621  
Accrued interest
    (36 )     1,637  
Employee related liabilities
    (431 )     2,622  
Deferred revenues and customer deposits
    (4,664 )     2,072  
Environmental remediation reserves
    (1,145 )     (2,088 )
Pension obligations, net
    277       1,677  
Other
    (2,101 )     (2,015 )
     
Net Cash Provided by Operating Activities
    20,333       24,138  
     
 
               
Cash Flows from Investing Activities:
               
Capital expenditures
    (15,284 )     (8,421 )
Earnout payment for acquisition of AFC Business
          (6,000 )
Discontinued operations - collection of note receivable
          7,510  
     
Net Cash Used by Investing Activities
    (15,284 )     (6,911 )
     
 
               
Cash Flows from Financing Activities:
               
Proceeds from the issuance of long-term debt
          110,000  
Payments of long-term debt
    (251 )     (108,586 )
Debt issuance costs
          (4,814 )
Issuances of common stock, net
    381       695  
Excess tax benefit from stock option exercises
    481       32  
Purchases of treasury stock
    (193 )      
     
Net Cash Provided (Used) by Financing Activities
    418       (2,673 )
     
 
               
Net Change in Cash and Cash Equivalents
    5,467       14,554  
Cash and Cash Equivalents, Beginning of Period
    21,426       6,872  
     
Cash and Cash Equivalents, End of Period
  $ 26,893     $ 21,426  
     
— more —
Page 11 of Exhibit 99.1

 


 

AMERICAN PACIFIC CORPORATION
Supplemental Data
(Unaudited, Dollars in Thousands)
                                 
    Three Months Ended   Year Ended
    September 30,   September 30,
    2008   2007   2008   2007
     
Operating Segment Data:
                               
Revenues:
                               
Fine Chemicals
  $ 47,267     $ 33,748     $ 124,187     $ 104,441  
Specialty Chemicals
    16,819       20,386       57,097       57,088  
Aerospace Equipment
    5,085       4,788       16,435       17,348  
Other Businesses
    1,981       2,806       5,410       5,051  
     
Total Revenues
  $ 71,152     $ 61,728     $ 203,129     $ 183,928  
     
Segment Operating Income:
                               
Fine Chemicals
  $ 6,820     $ 5,995     $ 16,246     $ 16,790  
Specialty Chemicals
    6,360       6,377       23,128       18,223  
Aerospace Equipment
    488       851       736       1,458  
Other Businesses
    682       646       1,022       1,210  
     
Total Segment Operating Income
    14,350       13,869       41,132       37,681  
Corporate Expenses
    (4,439 )     (4,232 )     (16,256 )     (13,824 )
     
Operating Income
  $ 9,911     $ 9,637     $ 24,876     $ 23,857  
     
Depreciation and Amortization:
                               
Fine Chemicals
  $ 3,371       3,491     $ 12,876       13,637  
Specialty Chemicals
    433       1,301       2,825       5,159  
Aerospace Equipment
    66       38       222       142  
Other Businesses
    3       3       12       12  
Corporate
    109       126       519       511  
     
Total Depreciation and Amortization
  $ 3,982     $ 4,959     $ 16,454     $ 19,461  
     
Segment EBITDA (a):
                               
Fine Chemicals
  $ 10,191     $ 9,486     $ 29,122     $ 30,427  
Specialty Chemicals
    6,793       7,678       25,953       23,382  
Aerospace Equipment
    554       889       958       1,600  
Other Businesses
    685       649       1,034       1,222  
     
Total Segment EBITDA
    18,223       18,702       57,067       56,631  
Less: Corporate Expenses, Excluding Depreciation
    (4,330 )     (4,106 )     (15,737 )     (13,313 )
Plus: Share-based Compensation
    37       8       127       75  
Plus: Interest Income
    145       279       1,366       644  
     
Adjusted EBITDA (b)
  $ 14,075     $ 14,883     $ 42,823     $ 44,037  
     
Reconciliation of Net Income to Adjusted EBITDA (b):
                               
Net Income
  $ 4,327     $ 3,621     $ 8,951     $ 4,984  
Add Back:
                               
Income Tax Expense
    2,999       3,266       6,488       4,605  
Interest Expense
    2,730       2,827       10,803       11,996  
Debt repayment charges
          202             2,916  
Depreciation and Amortization
    3,982       4,959       16,454       19,461  
Share-based Compensation
    37       8       127       75  
     
Adjusted EBITDA
  $ 14,075     $ 14,883     $ 42,823     $ 44,037  
     
 
(a)   Segment EBITDA is defined as segment operating income plus depreciation and amortization.
 
(b)   Adjusted EBITDA is defined as net income before income tax expense, interest expense, debt repayment charges, depreciation and amortization, and share-based compensation.
Segment EBITDA and Adjusted EBITDA are not financial measures calculated in accordance with GAAP and should not be considered as an alternative to income from operations as performance measures. Each EBITDA measure is presented solely as a supplemental disclosure because management believes that each is a useful performance measure that is widely used within the industries in which we operate. In addition, EBITDA measures are significant measurements for covenant compliance under our revolving credit facility. Each EBITDA measure is not calculated in the same manner by all companies and, accordingly, may not be an appropriate measure for comparison.
# # #
Page 12 of Exhibit 99.1

 

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