11-K 1 ap907099.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 11-K

ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934

(Mark One):

x

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

 

 

For the fiscal year ended September 30, 2004

 

 

OR

   

o

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

 

 

For the transition period from __________ to ____________

Commission file number 1-8137

          A.        Full title of the plan and the address of the plan, if different from that of the issuer named below:

American Pacific Corporation 401(k) Plan

          B.        Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office:

American Pacific Corporation
3770 Howard Hughes Parkway, Suite 300, Las Vegas, NV  89109



American Pacific
Corporation 401(k) Plan

Financial Statements for the Years Ended
September 30, 2004 and 2003 and
Report of Independent Registered Public
Accounting Firm


AMERICAN PACIFIC CORPORATION 401(k) PLAN

TABLE OF CONTENTS



 

Page

 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

1

 

 

FINANCIAL STATEMENTS:

 

 

 

Statements of Net Assets Available for Benefits as of September 30, 2004 and 2003

2

 

 

Statements of Changes in Net Assets Available for Benefits for the Years Ended September 30, 2004 and 2003

3

 

 

Notes to Financial Statements

4–8

 

 

SUPPLEMENTAL SCHEDULE—Form 5500, Schedule H, Part IV, Line 4i

 

Schedule of Assets (Held at end of Year)

9


Note:

All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

American Pacific Corporation 401(k) Plan

We have audited the accompanying statements of net assets available for benefits of American Pacific Corporation 401(k) Plan (the “Plan”) as of September 30, 2004 and 2003, and the related statements of changes in net assets available for benefits for the years then ended.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the American Pacific Corporation 401(k) Plan as of September 30, 2004 and 2003, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental schedule listed in the Table of Contents is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  The supplemental schedule is the responsibility of the Plan’s management.  Such supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic 2004 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic 2004 financial statements taken as a whole.

/s/ DELOITTE & TOUCHE LLP

March 29, 2005

- 1 -


AMERICAN PACIFIC CORPORATION 401(k) PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

SEPTEMBER 30, 2004 AND 2003



 

 

2004

 

2003

 

 

 


 


 

ASSETS

 

 

 

 

 

 

 

INVESTMENTS (Note 3):

 

 

 

 

 

 

 

Mutual fund accounts

 

$

4,247,424

 

$

3,766,860

 

Money market funds

 

 

874,726

 

 

527,724

 

Common stock

 

 

295,942

 

 

293,561

 

Participant loans

 

 

397,735

 

 

392,040

 

 

 



 



 

Total investments

 

 

5,815,827

 

 

4,980,185

 

 

 



 



 

NET ASSETS AVAILABLE FOR PLAN BENEFITS

 

$

5,815,827

 

$

4,980,185

 

 

 



 



 

See accompanying notes to financial statements.

- 2 -


AMERICAN PACIFIC CORPORATION 401(k) PLAN

 

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

YEARS ENDED SEPTEMBER 30, 2004 AND 2003



 

 

2004

 

2003

 

 

 


 


 

ADDITIONS:

 

 

 

 

 

 

 

Investment income:

 

 

 

 

 

 

 

Dividend and interest income

 

$

24,128

 

$

10,425

 

Net appreciation in fair value of investments

 

 

443,681

 

 

497,225

 

Interest from loan repayments

 

 

23,906

 

 

35,611

 

Participant contributions

 

 

573,904

 

 

582,197

 

 

 



 



 

Total additions

 

 

1,065,619

 

 

1,125,458

 

 

 



 



 

DEDUCTIONS:

 

 

 

 

 

 

 

Benefits paid to participants

 

 

227,929

 

 

146,194

 

Plan expenses

 

 

2,048

 

 

1,549

 

 

 



 



 

Total deductions

 

 

229,977

 

 

147,743

 

 

 



 



 

INCREASE IN NET ASSETS

 

 

835,642

 

 

977,715

 

NET ASSETS AVAILABLE FOR BENEFITS:

 

 

 

 

 

 

 

Beginning of year

 

 

4,980,185

 

 

4,002,470

 

 

 



 



 

End of year

 

$

5,815,827

 

$

4,980,185

 

 

 



 



 

See accompanying notes to financial statements.

- 3 -


AMERICAN PACIFIC CORPORATION 401(k) PLAN

 

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED SEPTEMBER 30, 2004 AND 2003



1.

SUMMARY PLAN DESCRIPTION

 

 

 

The following description of the American Pacific Corporation (“AMPAC”) 401(k) Plan (the “Plan”) provides only general information. Participants should refer to the Plan Document, as amended, for a more complete description of the Plan’s provisions.

 

 

 

General—The Plan is a defined contribution plan open to all full-time employees who are not members of a collective bargaining unit of the Company. Each employee is eligible to participate on the first day of each fiscal quarter following a 90-day probation from the date of employment. Franklin Templeton Investments – Defined Contribution Services (“Franklin”) serves as the trustee of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

 

 

 

Contributions—Each year, participants may contribute the maximum allowed by the Internal Revenue Code. In addition, the Plan allows for catch up contributions by employees 50 and older. The Company, at its discretion, may contribute to the Plan. No such discretionary contributions were made for the year ended September 30, 2004 and 2003. Participants may also contribute amounts representing distributions from other qualified plans.

 

 

 

Participant Accounts—Individual accounts are maintained for each plan participant. Each participant’s account is credited with the participant’s contribution, the Company’s discretionary matching contribution and allocations of Plan earnings, and charged with withdrawals and an allocation of Plan losses and administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

 

 

Investments—Participants direct the investment of their own contributions into various investment options offered by the Plan. The Plan currently offers 18 investment options for participants.

 

 

 

Vesting—Participants are vested immediately in their contributions plus actual earnings thereon. Vesting in the Company’s contribution accounts is based on years of continuous service. A participant is 100% vested after six years of credited service.

 

 

 

Payment of Benefits—On termination of service, a participant may elect to receive either a lump-sum amount equal to the vested value of his or her account, or elect to have all the distribution paid in a direct rollover to another qualified employer plan, or a combination of the above.

 

 

 

Participant Loans—Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Loan terms range from one to five years or up to ten years for the purchase of a primary residence. The loans are secured by the balance in the participant’s account and bear interest at 8%. Principal and interest is paid ratably through payroll deductions.

- 4 -


2.

SIGNIFICANT ACCOUNTING POLICIES

 

 

 

Basis of Accounting—The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

 

 

 

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates.

 

 

 

Risks and Uncertainties—The Plan utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

 

 

 

Investment Valuation and Income Recognition—The Plan’s investments are stated at their fair market value at year-end based on quoted market prices. Participant loans are valued at the outstanding loan balance.

 

 

 

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Net unrealized appreciation or depreciation for the year is reflected in the statement of changes in net assets available for benefits.

 

 

 

Payment of Benefits—Benefit payments to participants are recorded upon distribution. There were no unpaid balances for accounts of persons who elected to withdraw from the Plan at September 30, 2004 and 2003.

 

 

 

Expenses—Administrative expenses of the Plan are paid by either the Plan or the Company, as provided in the Plan Document.

 

 

3.

INVESTMENTS

 

 

 

The Plan’s investments that represented 5% or more of the Plan’s net assets available for benefits as of September 30, 2004 are as follows:


 

 

Shares

 

Amount

 

 

 


 


 

Mutual funds:

 

 

 

 

 

 

 

Franklin Stable Value Fund

 

 

874,726

 

$

874,726

 

Franklin Equity Income Fund

 

 

27,505

 

 

538,556

 

Mutual Shares Fund

 

 

23,441

 

 

504,207

 

Franklin Rising Dividends Fund

 

 

14,270

 

 

435,222

 

Franklin Growth Fund

 

 

1,269

 

 

494,410

 

Templeton Foreign Fund

 

 

56,381

 

 

616,805

 

Van Kampen Emerging Growth Fund

 

 

12,490

 

 

438,788

 

Other:

 

 

 

 

 

 

 

AMPAC Corp. Unitized Stock Fund

 

 

30,167

 

 

295,942

 

Participant Loans

 

 

 

 

 

397,735

 

- 5 -


 

The Plan’s investments that represented 5% or more of the Plan’s net assets available for benefits as of September 30, 2003 are as follows:


 

 

Shares

 

Amount

 

 

 


 


 

Mutual funds:

 

 

 

 

 

 

 

Franklin Stable Value Fund

 

 

527,724

 

$

527,724

 

Franklin U.S. Government Securities Fund

 

 

39,045

 

 

265,898

 

Franklin Equity Income Fund

 

 

24,741

 

 

418,127

 

Mutual Shares Fund

 

 

23,061

 

 

432,634

 

Franklin Rising Dividends Fund

 

 

15,862

 

 

427,967

 

Franklin Growth Fund

 

 

13,432

 

 

359,159

 

Templeton Foreign Fund

 

 

51,816

 

 

500,024

 

Franklin Short-Intermediate U.S. Government Securities Fund

 

 

34,576

 

 

361,668

 

Van Kampen Emerging Growth Fund

 

 

15,332

 

 

504,417

 

Other:

 

 

 

 

 

 

 

AMPAC Corp. Unitized Stock Fund

 

 

27,257

 

 

293,561

 

Participant Loans

 

 

 

 

 

392,040

 


 

During 2004, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $443,681 during the year ended September 30, 2004, as follows:


Franklin Total Return Fund

 

$

5,303

 

Franklin U.S. Government Securities Fund

 

 

5,892

 

Franklin Age High Income

 

 

8,841

 

Franklin Equity Income Fund

 

 

75,197

 

Mutual Shares Fund

 

 

69,761

 

Franklin Real Estate

 

 

14,464

 

Franklin Rising Dividends Fund

 

 

59,442

 

Franklin Utilities Fund

 

 

11,104

 

Franklin Growth Fund

 

 

48,395

 

Franklin Small-Mid Cap Growth

 

 

14,130

 

Franklin Technology Fund

 

 

11,119

 

Templeton Foreign Fund

 

 

80,196

 

Franklin Global Healthcare

 

 

1,134

 

Franklin Short-Intermediate U.S. Government Securities Fund

 

 

2,237

 

Pimco CCM Mid Cap A

 

 

14,600

 

Van Kampen Emerging Growth Fund

 

 

36,160

 

AMPAC Corp. Unitized Stock Fund

 

 

(20,575

)

Franklin Small Cap Value

 

 

6,281

 

 

 



 

Net appreciation of investments

 

$

443,681

 

 

 



 

- 6 -


 

During 2003, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $497,225 during the year ended September 30, 2003, as follows:


Franklin Total Return Fund

 

$

4,161

 

Franklin U.S. Government Securities Fund

 

 

7,286

 

Franklin Age High Income

 

 

8,152

 

Franklin Equity Income Fund

 

 

53,571

 

Mutual Shares Fund

 

 

56,333

 

Franklin Real Estate

 

 

5,750

 

Franklin Rising Dividends Fund

 

 

57,117

 

Franklin Utilities Fund

 

 

8,081

 

Franklin Growth Fund

 

 

60,418

 

Franklin Small-Mid Cap Growth

 

 

21,828

 

Franklin Technology Fund

 

 

34,190

 

Templeton Foreign Fund

 

 

95,393

 

Franklin Global Healthcare

 

 

1,039

 

Franklin Short-Intermediate U.S. Government Securities Fund

 

 

11,153

 

Pimco CCM Mid Cap A

 

 

11,585

 

Van Kampen Emerging Growth Fund

 

 

57,605

 

AMPAC Corp. Unitized Stock Fund

 

 

3,563

 

 

 



 

Net appreciation of investments

 

$

497,225

 

 

 



 


4.

RELATED PARTY TRANSACTIONS

 

 

 

Certain Plan investments are shares of mutual funds managed by Franklin Templeton Investments. Franklin is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions.

 

 

 

At September 30, 2004, the Plan held 30,167 units of unitized company stock of American Pacific Corporation, the sponsoring employer, with a cost basis of $302,743. At September 30, 2003, the Plan held 27,257 units of common stock of American Pacific Corporation, the sponsoring employer, with a cost basis of $277,733.

 

 

5.

PLAN TERMINATION

 

 

 

Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event that the Plan is terminated, participants would become 100% vested in their account.

 

 

6.

FEDERAL INCOME TAX STATUS

 

 

 

The Plan obtained its latest determination letter on August 7, 2001 in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code (the ”IRC”). The Company believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

* * * * * *

- 7 -


SUPPLEMENTAL SCHEDULE

- 8 -


AMERICAN PACIFIC CORPORATION 401(k) PLAN

 

FORM 5500, SCHEDULE H, PART IV, LINE 4i—SCHEDULE OF ASSETS (HELD AT END OF YEAR)

SEPTEMBER 30, 2004



 

Identity of Issue, Borrower,
Lessor or Similar Party

 

Description of Investment

 

Current
Value

 

 


 


 



 

*

Franklin Templeton Funds

 

Franklin Stable Value

**

$

874,726

 

*

Franklin Templeton Funds

 

Franklin Total Return Fund

**

 

149,073

 

*

Franklin Templeton Funds

 

Franklin US Gov’t Securities

**

 

197,656

 

*

Franklin Templeton Funds

 

Franklin Age High Income

**

 

94,390

 

*

Franklin Templeton Funds

 

Franklin Equity Income

**

 

538,556

 

*

Franklin Templeton Funds

 

Mutual Shares Fund

**

 

504,207

 

*

Franklin Templeton Funds

 

Franklin Real Estate

**

 

93,402

 

*

Franklin Templeton Funds

 

Franklin Rising Dividends

**

 

435,222

 

*

Franklin Templeton Funds

 

Franklin Utilities Fund

**

 

71,332

 

*

Franklin Templeton Funds

 

Franklin Growth Fund

**

 

494,410

 

*

Franklin Templeton Funds

 

Franklin Small-Mid Cap Growth

**

 

184,604

 

*

Franklin Templeton Funds

 

Franklin Technology Fund

**

 

119,080

 

*

Franklin Templeton Funds

 

Templeton Foreign Fund

**

 

616,805

 

*

Franklin Templeton Funds

 

Franklin Global Healthcare

**

 

41,500

 

 

Pimco Funds

 

Pimco CCM Mid Cap A

 

 

182,271

 

 

Van Kampen Funds

 

Van Kampen Emerge Growth

 

 

438,788

 

*

American Pacific Corp.

 

AMPAC Corp. Unitized Stock Fund

 

 

295,942

 

 

Various participants

 

Participant loans (various maturities and rates)

 

 

397,735

 

*

Franklin Templeton Funds

 

Franklin Small Cap Value

**

 

86,128

 

 

 

 

 

 



 

 

Total

 

 

 

$

5,815,827

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

*

Represents a party-in-interest

 

 

 

 

 

 

**

Cost information is not required for participant-directed investments and, therefore, is not included

 

 

- 9 -


SIGNATURES

The Plan.  Pursuant to the requirements of the Securities and Exchange Act of 1934, the person who administers the employee benefit plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

AMERICAN PACIFIC CORPORATION 401(k) PLAN

 

 

 

By:

American Pacific Corporation, as Plan Administrator

 

 

 

 

 

 

Date:  March 29, 2005

By:

/s/ JOHN R. GIBSON

 

 


 

 

John R. Gibson

 

 

President and Chief Executive Officer

- 10 -


EXHIBIT INDEX

Exhibit
Index

 

Description


 


23.1

 

Consent of Independent Registered Public Accounting Firm

- 11 -