American Pacific's CEO Discusses Divestiture Of In-Space Propulsion Business (Transcript)

American Pacific Corporation (APFC)

Divestiture of In-Space Propulsion Business Conference Call

January 5, 2012 4:30 p.m. ET

Executives

Linda Ferguson - Vice President, Administration and Corporate Secretary

Joseph Carleone – President and Chief Executive Officer

Dana Kelley – Vice President, Chief Financial Officer and Treasurer

Presentation

Operator

Good day, ladies and gentlemen and welcome to the American Pacific Corporation to discuss divestiture of In-Space Propulsion business conference call. My name is Jeff and I will be your coordinator for today. At this time all participants are in a listen-only mode. Later we will conduct a question-and-answer session. (Operator Instructions) As a reminder this conference is being recorded for replay purposes.

I would now like to turn the conference over to your host for today, Ms. Linda Ferguson, Vice President. And you have the floor ma’am.

Linda Ferguson

Thank you, and good afternoon. Welcome to our conference call. Joe Carleone, our Chief Executive Officer will provide remarks. Following these remarks Joe and Dana Kelley, Chief Financial Officer, will be happy to take your questions.

Today’s call includes forward-looking statements. You can identify these statements by the fact that they use words such as will, expect, anticipate, believe, and other words and terms of similar meaning. These forward-looking statements are not historical facts and are subject to risks and uncertainties. Our actual results may differ materially.

For a description of the factors that may cause actual results to differ materially from our forward-looking statements, please refer to the risk factors, forward-looking statements section of our press release furnished today to the SEC on Form 8-K, our most recent annual report on Form 10-K and our filings made with the SEC. All forward-looking statements are made as of the date hereof and we assume no obligation to update these statements except as required by law.

I will now turn the call over to Joe.

Joseph Carleone

Thank you, Linda, and thank you ladies and gentlemen for joining our call. We are pleased to announce that we have entered an agreement to divest of our aerospace equipment segment, also known as AMPAC In-Space Propulsion, for $46 million in cash. With this divestiture AMPAC has a made a major strategic shift. We believe this will enhance the value of our corporation from many perspectives.

First of all, it will allow AMPAC to focus on the growth of our pharmaceutical business activity. We anticipate this focus will also lead to the enhancement of our financial performance as we continue to build upon our core capability and grow our pharmaceutical related product lines and exploit the potential of efficiencies among our reduced number of production sites.

Furthermore, the influx of cash as a result of this divestiture will allow us the flexibility of improving our balance sheet through reducing leverage and thereby position the company for future value added growth. Overall, aerospace and defense is forecasted to contract in certain segments and we expect consolidations to occur. Thus, you are either a buyer or a seller in the satellite space business as AMPAC ISP.

AMPAC In-Space Propulsion business flourished over the last few years and is poised to grow through expansion of its customer base and product lines both in the United States and in Europe. Achieving this next level of growth in this marketplace however will require support from a much larger player in the aerospace business. It became clear that AMPAC did not have the horsepower to adequately support both the pharmaceutical chemicals play and the aerospace play at the same time. Therefore we decided to monetize our investment in the satellite propulsion business to support the focused pursuit of the pharmaceutical business.

Of course, we will maintain our specialty chemical segment in Utah as currently configured. We’ve spent well over a year finding the right buyer for this business. Moog, in our estimation, will be an excellent parent for this business as their aerospace business is of a significant size and is expanding both in United States and Europe through acquisition and organically. We expect the transaction to close prior to the end of our fiscal year 2012.

We anticipate net proceeds, which is after expenses and taxes, to range from $36 million to $38 million. Of this amount, $4 million will be held in an escrow account for a period of 15 months. The obvious immediate financial impact to the company will be to strengthen our balance sheet with net debt being reduced at closing. Between now and closing, we will be examining our capital structure and how best we can use this influx of cash.

One obvious consideration is to use the deal proceeds to enable a recapitalization by retiring the notes and replacing them with a lower interest rate instrument at a much lower total debt. In effect, we reduce total debt and total interest commitments. Of course, we would want to maintain flexibility in our structure to allow for growth of the business, especially in the pharmaceuticals area.

Thank you for joining our call. We are now happy to answer any questions you may have. Jeff?

Question-and-Answer Session

Operator

(Operator Instructions) And our first question comes from the line of [Crystal Lynn] with American Pacific. Please proceed.

Unidentified Speaker

Hi, Joe, nice to speak with you again. Thank you for that clarity on one consideration of the proceeds is to reduce debt. You mentioned one consideration, do you have other considerations and how likely is that how much would you consider to reduce the debt?

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