8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of report (Date of earliest event reported):  August 11, 2005

AMERICAN PACIFIC CORPORATION
 (Exact name of Registrant as Specified in its Charter)

Delaware	1-8137	59-6490478
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3770 Howard Hughes Parkway, Suite 300, Las Vegas, Nevada		89109
(Address of Principal Executive Offices)		(Zip Code)

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

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

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

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

          On August 11, 2005, the Registrant issued a press release relating to the Registrant’s earnings for the third quarter of fiscal year 2005.  A copy of the press release is attached as Exhibit 99.1.

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

Item 9.01 Financial Statements and Exhibits.

          (c)  Exhibits.

          99.1     Press release of American Pacific Corporation, dated August 11, 2005.

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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 11, 2005	By:	/s/ SETH VAN VOORHEES
		Seth Van Voorhees
		Vice President, Chief Financial Officer and Treasurer

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EX-99.1

EXHIBIT 99.1

AMERICAN PACIFIC CORPORATION

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

AMERICAN PACIFIC REPORTS THIRD QUARTER RESULTS

LAS VEGAS, NEVADA, August 11, 2005 -- American Pacific Corporation (NASDAQ: APFC) today reported financial results for its fiscal 2005 third quarter ended June 30, 2005.

Results of Operations

For the three months ended June 30, 2005, the Company reported revenues of $16.3 million and a net loss of ($15.8 million), or ($2.16) diluted per share, compared to revenues of $15.8 million and a net loss of ($0.5 million), or ($0.07) diluted per share, for the comparable three month period of the prior year.

For the nine months ended June 30, 2005, the Company reported revenues of $53.1 million and a net loss of ($15.1 million), or ($2.07) diluted per share, compared to revenues of $39.4 million and a net loss of ($2.5 million), or ($0.35) diluted per share, in the comparable nine month period of the prior year.

Operating results for the fiscal 2005 periods include an after-tax environmental remediation charge of $14.1 million or ($1.93) per diluted share.

Revenues:

For the three months ended June 30, 2005, revenues increased by $0.5 million, or 3% to $16.3 million from $15.8 million for the prior year three month period.  The increase is principally due to the addition of revenues of $2.8 million from the Company’s new In-Space Propulsion business (“ISP Business”), whose financial results are reported as the Company’s Aerospace Equipment segment. This increase was partially offset by a reduction in Specialty Chemicals segment revenues of $2.1 million for the three-month period ending June 30, 2005 primarily due to lower levels of perchlorate sales.

For the nine months ended June 30, 2005, revenues increased by $13.7 million, or 35%, to $53.1 million from $39.4 million for the prior year nine month period.  The increase in revenues was principally due to the addition of revenue from the ISP Business of $8.7 million.  Specialty Chemicals segment revenue also increased by $2.3 million during the fiscal 2005 nine-month period primarily as a result of the inclusion of revenues from the Company’s packaged explosive joint venture (“ES joint venture”), although, such increase was partially offset by lower levels of perchlorate sales in comparison to the prior year period.

The Company’s Other Businesses segment’s revenues increased $2.6 million for the nine months ended June 30, 2005, principally due to real estate sales during the period.  The Company has now completed the sale of all of its improved land in the greater Las Vegas, Nevada area that it intended to monetize. 

Environmental Remediation Charge:

Operating results for both the three month and nine month periods ending June 30, 2005, include a pre-tax charge of $22.4 million representing the Company’s estimate of the probable costs of remediation efforts at a site in Henderson, Nevada where the Company previously manufactured perchlorate

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

chemicals (the “Henderson Project”).  The charge includes costs for equipment, operating and maintenance costs, and consultants for the Henderson Project.  Key factors in determining the total estimated cost of the Henderson Project include an estimated project life of 45 years and estimated annual operating and maintenance costs, which decreases from approximately $0.8 million to $0.3 million over the term of the project.  The estimated expenditures for the Henderson Project during the next twelve months is approximately $6.0 to $8.0 million, which includes capital equipment and initial operating costs.  These estimates are based on information currently available to management and may be subject to material adjustment upward or downward in future periods as new facts or circumstances may indicate. 

Cost of Revenues:

Cost of Revenues increased $1.2 million, or 11%, in the three months ended June 30, 2005, to $12.2 million from $11.0 million for the three months ended June 30, 2004.  As a percentage of revenue, cost of revenue was 75% in the second quarter of fiscal 2005, compared to 69% for the prior year second quarter. 

The increase in cost of revenues during in the three months ended June 30, 2005 versus the corresponding prior year period, was primarily due to the related increases in revenue.  Cost of revenues increased at a greater rate than revenues primarily due to changes in the mix of our products that now included the lower-margin ISP business.

Cost of revenues increased $10.0 million, or 37%, in the nine months ended June 30, 2005, to $36.7 million from $26.7 million in the corresponding period of the prior year.  As a percentage of revenue, cost of revenues was 69% in the first nine months of fiscal 2005 and 68% in the first nine months of fiscal 2004. 

Operating Expenses:

Operating (selling, general and administrative) expenses increased $1.2 million, or 22%, in the three months ended June 30, 2005, to $6.9 million from $5.6 million in the corresponding period of 2004. Operating expenses increased $5.2 million, or 33%, in the nine months ended June 30, 2005, to $20.7 million from $15.5 million in the corresponding period of 2004. The increase in operating expenses for both the three month and nine month periods ending June 30 was due primarily to: (i) the consolidation of the ES joint venture as of the third quarter of fiscal 2004, (ii) the addition of the ISP business into the newly formed Aerospace Equipment segment on October 1, 2004, (iii) an increase in environmental expenses, and (iv) corporate development costs.

Liquidity and Capital Resources

Cash flows provided by operating activities were $2.4 million and $0.2 million during the nine months ended June 30, 2005 and 2004, respectively. The increase in cash flows from operating activities is due primarily to a reduction in accounts receivable offset partially by an increase in inventory levels.  Management believes that the Company’s cash flows from operations and existing cash balances will be adequate for the foreseeable future to satisfy the needs of its operations.  However, the resolution of litigation and contingencies, and the timing, pricing and magnitude of orders for the Company’s products may have an effect on the use and availability of cash.

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AMERICAN PACIFIC CORPORATION

Exhibit 99.1 - pg. 2

Capital expenditures were $1.6 million and $0.9 million during the nine months ended June 30, 2005 and 2004, respectively.  Capital expenditures are expected to be funded from existing cash balances and operating cash flows.

The Company did not repurchase any of its Common Stock during the nine-month period ended June 30, 2005.  As a result of the exercise of stock options, the Company issued 5,000 shares, for an aggregate price of $23,000, during the nine-month period ended June 30, 2005.

Acquisition

As previously announced in July 2005, the Company entered into an agreement with GenCorp, Inc. to acquire the assets of Aerojet Fine Chemicals (“AFC” or the “AFC Acquisition”). AFC manufactures active pharmaceutical ingredients and registered intermediates for commercial customers in the pharmaceutical industry.  In fiscal year 2004, AFC reported revenues of approximately $66 million.

The preliminary purchase price for the AFC Acquisition includes cash and other consideration of approximately $119 million and the assumption of certain liabilities. The AFC Acquisition is expected to be financed primarily with commercial bank loans underwritten by Wachovia Bank, N.A. and the issuance of a seller note.  The agreement contains customary closing conditions and regulatory approvals and is expected to close in early fall 2005.

Risk Factors/Forward Looking Statements

Except for the historical information contained herein, this News Release may contain Forward Looking Statements that are subject to risks and uncertainties, including the status of the Space Shuttle program; low or declining demand and/or downward pricing pressures for the Company’s products; governmental budget constraints and/or decreases affecting the U.S. Department of Defense or NASA which would cause a decrease in demand for Grade I AP; technological advances or new competitive products causing a reduction or elimination of demand for the Company’s products; success or failure of government programs or governmental customers; the Company’s ability to profitably integrate, manage and operate new businesses and/or investments competitively and cost effectively; the Company’s continued ability to generate cash flows sufficient to support its operations; and the litigation and contingencies (including the costs and effects thereof), as well as other risks detailed from time to time in the Company’s SEC filings, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports of Form 8-K. In addition, the operating results and cash flows for the three-month and nine-month periods ended June 30, 2005, are not necessarily indicative of the results that will be achieved for future periods (see above).  Words such as “believes,” “anticipates,” “plans,” “expects,” “intend,” “will,” “slated,” “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.

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

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AMERICAN PACIFIC CORPORATION

Exhibit 99.1 - pg. 3

AMERICAN PACIFIC CORPORATION

Condensed Consolidated Statements of Operations
(unaudited, in thousands, except share and per share amounts)

	Three months ended June 30,						Nine months ended June 30,
	2005			2004			2005			2004
Revenues
Specialty Chemicals	$	13,030		$	15,124		$	39,764		$	37,429
Aerospace Equipment		2,842			—			8,721			—
Other Businesses		429			705			4,583			1,981
Total Revenues		16,301			15,829			53,068			39,410
Cost of Revenues		12,178			10,994			36,709			26,717
Gross Profit		4,123			4,835			16,359			12,693
Operating Expenses		6,871			5,638			20,679			15,505
Environmental Remediation Charge		22,400			—			22,400			—
Operating Loss		(25,148	)		(803	)		(26,720	)		(2,812	)
Interest Income		174			59			431			612
Interest and Other Expense		93			62			201			512
Loss before Incomes Taxes, Extraordinary Gain and Cumulative Effect of Accounting Change		(25,067	)		(806	)		(26,490	)		(2,712	)
Income Tax Benefit		(9,275	)		(282	)		(9,801	)		(949	)
Loss Before Extraordinary Gain and Cumulative Effect of Accounting Change		(15,792	)		(524	)		(16,689	)		(1,763	)
Extraordinary Gain, Net		—			—			1,622			—
Cumulative Effect of Accounting Change, Net		—			—			—			(769	)
Net Loss	$	(15,792	)	$	(524	)	$	(15,067	)	$	(2,532	)
Basic Loss Per Share:
Loss before Extraordinary Gain and
Cumulative Effect of Accounting Change	$	(2.16	)	$	(0.07	)	$	(2.29	)	$	(0.24	)
Extraordinary Gain		—			—			0.22			—
Cumulative Effect of Change in Accounting		—			—			—			(0.11	)
Net Loss	$	(2.16	)	$	(0.07	)	$	(2.07	)	$	(0.35	)
Diluted Loss Per Share:
Loss before Extraordinary Gain and
Cumulative Effect of Accounting Change	$	(2.16	)	$	(0.07	)	$	(2.29	)	$	(0.24	)
Extraordinary Gain		—			—			0.22			—
Cumulative Effect of Change in Accounting		—			—			—			(0.11	)
Net Loss	$	(2.16	)	$	(0.07	)	$	(2.07	)	$	(0.35	)
Weighted Average Shares Outstanding:
Basic		7,297,000			7,292,000			7,294,000			7,278,000
Diluted		7,297,000			7,292,000			7,294,000			7,278,000

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AMERICAN PACIFIC CORPORATION

Exhibit 99.1 - pg. 4

AMERICAN PACIFIC CORPORATION

Condensed Consolidated Balance Sheets
(unaudited, in thousands)

	June 30, 2005			September 30, 2004
ASSETS
Current Assets:
Cash and Cash Equivalents	$	20,594		$	23,777
Accounts and Notes Receivable		17,438			15,963
Related Party Notes and Accrued Interest Receivable		229			268
Inventories		18,266			13,827
Prepaid Expenses and Other Assets		1,683			666
Deferred Income Taxes		1,501			320
Total Current Assets		59,711			54,821
Property, Plant and Equipment, Net		17,836			16,573
Intangible Assets, Net		10,838			13,679
Investment in Joint Venture		—			227
Deferred Income Taxes		19,065			11,585
Other Assets, Net		2,091			3,743
TOTAL ASSETS	$	109,541		$	100,628
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable	$	4,898		$	4,481
Accrued Liabilities		6,201			5,649
Total Current Liabilities		11,099			10,130
Enviromental Remediation Reserves		22,400			—
Other Long-Term Liabilities		6,212			5,698
Total Liabilities		39,711			15,828
Commitments and Contingencies
Shareholders’ Equity:
Common Stock		932			932
Capital in Excess of Par Value		86,172			86,148
Retained Earnings		830			15,897
Treasury Stock		(16,982	)		(16,982	)
Accumulated Other Comprehensive Loss		(1,122	)		(1,195	)
Total Shareholders’ Equity		69,830			84,800
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	109,541		$	100,628

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AMERICAN PACIFIC CORPORATION

Exhibit 99.1 - pg. 5

AMERICAN PACIFIC CORPORATION

Condensed Consolidated Cash Flow Statements
(unaudited, in thousands)

	Nine Months Ended June 30,
	2005			2004
Cash Flows From Operating Activities	$	2,433		$	166
Cash Flows From Investing Activities:
Capital Expenditures		(1,611	)		(886	)
Acquisition of ISP Business		(4,468	)		—
Net Cash Used in Investing Activities		(6,079	)		(886	)
Cash Flows From Financing Activities:
Dividends paid		—			(3,055	)
Equity Purchased by Minority Shareholders		125			—
Proceeds from Issuance of Debt		300			—
Issuance of Common Stock		23			2,265
Treasury Stock Acquired		—			(2,752	)
Other		15			—
Net Cash Provided by (Used in) Financing Activites		463			(3,542	)
Net Change in Cash and Cash Equivalents		(3,183	)		(4,262	)
Cash and Cash Equivalents, Beginning of Period		23,777			27,140
Cash and Cash Equivalents, End of Period	$	20,594		$	22,878

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AMERICAN PACIFIC CORPORATION

Exhibit 99.1 - pg. 6