EX-99.1 2 ap907099ex991.htm

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