---

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x
Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For Quarterly Period Ended March 31, 2004

OR

Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Commission File Number 1-8137

AMERICAN PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)

|Delaware                                                         |  | 59-6490478                            
|---------------------------------------------------------------- |  | --------------------------------------
|(State or   other jurisdiction of incorporation or organization) |  | (I.R.S.   Employer Identification No.)
|                                                                 |  |                                       
|3770 Howard Hughes Parkway, Suite   300   Las Vegas, NV          |  | 89109                                 
|(Address   of principal executive offices)                       |  | (Zip Code)                            

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

Indicate by check mark whether the registrant has filed all reports required to be filed by Sections 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes
xNoo

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    
YesoNox

The number of shares of the Registrants Common Stock outstanding as of April 30, 2004 was 7,292,000.

---



|        | PART I.  FINANCIAL INFORMATION                                                          |   
|------- | --------------------------------------------------------------------------------------- | --
|        |                                                                                         |   
|ITEM 1. | Condensed Consolidated Statements   of Operations (unaudited)                           | 3 
|        |                                                                                         |   
|        | Condensed Consolidated Balance   Sheets (unaudited)                                     | 4 
|        |                                                                                         |   
|        | Condensed Consolidated Statements   of Cash Flows (unaudited)                           | 6 
|        |                                                                                         |   
|        | Notes to Condensed Consolidated   Financial Statements (unaudited)                      | 7 
|        |                                                                                         |   
|ITEM 2. | Managements Discussion and   Analysis of Financial Condition and Results of Operations | 14
|        |                                                                                         |   
|ITEM 3. | Quantitative and Qualitative   Disclosure About Market Risk                             | 20
|        |                                                                                         |   
|ITEM 4. | Controls and Procedures                                                                 | 20
|        |                                                                                         |   
|        | PART   II.  OTHER   INFORMATION                                                         |   
|        |                                                                                         |   
|ITEM 1. | Legal Proceedings                                                                       | 21
|        |                                                                                         |   
|ITEM 2. | Changes in Securities and Use of   Proceeds                                             | 21
|        |                                                                                         |   
|ITEM 3. | Defaults Upon Senior Securities                                                         | 21
|        |                                                                                         |   
|ITEM 4. | Submission of Matters to a Vote of   Security Holders                                   | 21
|        |                                                                                         |   
|ITEM 5. | Other Information                                                                       | 21
|        |                                                                                         |   
|ITEM 6. | Exhibits and Reports on Form 8-K                                                        | 21

- 2 -



PART I.  FINANCIAL STATEMENTS

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AMERICAN PACIFIC CORPORATIONCondensed Consolidated Statements of Operations (unaudited)

|                                                   |  | For the   three months ended   March 31, |            | For the   six months ended   March 31, |  
|-------------------------------------------------- |  | ---------------------------------------- | ---------- | -------------------------------------- | -
|                                                   |  |                                          |            |                                        |  
|                                                   |  | 2004                                     |            | 2003                                   |  
|                                                   |  |                                          |            |                                        |  
|Sales and Operating Revenues                       |  | $                                        | 18,787,000 |                                        | $
|Cost of Sales                                      |  |                                          | 11,398,000 |                                        |  
|                                                   |  |                                          |            |                                        |  
|Gross Profit                                       |  |                                          | 7,389,000  |                                        |  
|Operating Expenses                                 |  |                                          | 6,102,000  |                                        |  
|                                                   |  |                                          |            |                                        |  
|Operating Income (Loss)                            |  |                                          | 1,287,000  |                                        |  
|Other Income (Expense)                             |  |                                          | 199,000    |                                        |  
|Loss on Debt Extinguishment                        |  |                                          |           |                                        |  
|                                                   |  |                                          |            |                                        |  
|Income (Loss) Before Income Taxes                  |  |                                          | 1,486,000  |                                        |  
|Income Taxes (Benefit)                             |  |                                          | 520,000    |                                        |  
|Cumulative Effect of Accounting Change, Net of Tax |  |                                          | 769,000    |                                        |  
|                                                   |  |                                          |            |                                        |  
|Net Income (Loss)                                  |  | $                                        | 197,000    |                                        | $
|                                                   |  |                                          |            |                                        |  
|Basic Net Income (Loss) Per Share                  |  | $                                        | 0.03       |                                        | $
|                                                   |  |                                          |            |                                        |  
|Average Shares Outstanding                         |  |                                          | 7,285,000  |                                        |  
|                                                   |  |                                          |            |                                        |  
|Diluted Net Income (Loss) Per Share                |  | $                                        | 0.03       |                                        | $
|                                                   |  |                                          |            |                                        |  
|Diluted Shares                                     |  |                                          | 7,363,000  |                                        |  
|                                                   |  |                                          |            |                                        |  

See the accompanying Notes to Condensed Consolidated Financial Statements.

- 3 -



AMERICAN PACIFIC CORPORATIONCondensed Consolidated Balance Sheets(unaudited)

|                                                      |  | March 31,   2004 |             | September   30,   2003 |  
|----------------------------------------------------- |  | ---------------- | ----------- | ---------------------- | -
|                                                      |  |                  |             |                        |  
|ASSETS                                                |  |                  |             |                        |  
|                                                      |  |                  |             |                        |  
|Current Assets:                                       |  |                  |             |                        |  
|Cash and Cash   Equivalents                           |  | $                | 29,890,000  |                        | $
|Accounts and Notes   Receivable                       |  |                  | 6,154,000   |                        |  
|Related Party Notes and   Accrued Interest Receivable |  |                  | 293,000     |                        |  
|Inventories                                           |  |                  | 15,665,000  |                        |  
|Prepaid Expenses and   Other Assets                   |  |                  | 1,721,000   |                        |  
|Deferred Income Taxes                                 |  |                  | 667,000     |                        |  
|                                                      |  |                  |             |                        |  
|Total   Current Assets                                |  |                  | 54,390,000  |                        |  
|                                                      |  |                  |             |                        |  
|Property, Plant and Equipment, Net                    |  |                  | 16,270,000  |                        |  
|Intangible Assets, Net                                |  |                  | 15,629,000  |                        |  
|Investment in and Advances to Joint Venture           |  |                  |            |                        |  
|Deferred Income Taxes                                 |  |                  | 10,295,000  |                        |  
|Other Assets, Net                                     |  |                  | 3,722,000   |                        |  
|                                                      |  |                  |             |                        |  
|TOTAL   ASSETS                                        |  | $                | 100,306,000 |                        | $
|                                                      |  |                  |             |                        |  

See the accompanying Notes to Condensed Consolidated Financial Statements.

- 4 -



AMERICAN PACIFIC CORPORATION Condensed Consolidated Balance Sheets (unaudited)

|                                             |  | March 31,   2004 |             | September   30, 2003 |  
|-------------------------------------------- |  | ---------------- | ----------- | -------------------- | -
|                                             |  |                  |             |                      |  
|LIABILITIES AND SHAREHOLDERS   EQUITY       |  |                  |             |                      |  
|                                             |  |                  |             |                      |  
|Current Liabilities:                         |  |                  |             |                      |  
|Accounts Payable and   Accrued Liabilities   |  | $                | 12,229,000  |                      | $
|                                             |  |                  |             |                      |  
|Total   Current Liabilities                  |  |                  | 12,229,000  |                      |  
|Other Long-Term   Liabilities                |  |                  | 5,009,000   |                      |  
|                                             |  |                  |             |                      |  
|TOTAL LIABILITIES                            |  |                  | 17,238,000  |                      |  
|                                             |  |                  |             |                      |  
|                                             |  |                  |             |                      |  
|Commitments and Contingencies                |  |                  |             |                      |  
|                                             |  |                  |             |                      |  
|Minority Interest                            |  |                  |            |                      |  
|                                             |  |                  |             |                      |  
|Warrants to Purchase Common Stock            |  |                  |            |                      |  
|                                             |  |                  |             |                      |  
|Shareholders Equity:                        |  |                  |             |                      |  
|Common Stock                                 |  |                  | 1,358,000   |                      |  
|Capital in Excess of Par Value               |  |                  | 85,809,000  |                      |  
|Retained Earnings                            |  |                  | 13,747,000  |                      |  
|Treasury Stock                               |  |                  | (16,981,000 | )                    |  
|Accumulated Other Comprehensive Loss         |  |                  | (865,000    | )                    |  
|                                             |  |                  |             |                      |  
|Total   Shareholders Equity                 |  |                  | 83,068,000  |                      |  
|                                             |  |                  |             |                      |  
|TOTAL   LIABILITIES AND SHAREHOLDERS EQUITY |  | $                | 100,306,000 |                      | $
|                                             |  |                  |             |                      |  

See the accompanying Notes to Condensed Consolidated Financial Statements.

- 5 -



AMERICAN PACIFIC CORPORATIONCondensed Consolidated Statements of Cash Flow (unaudited)

|                                                  |  | For the   six months   ended March 31, |           
|------------------------------------------------- |  | -------------------------------------- | ----------
|                                                  |  |                                        |           
|                                                  |  | 2004                                   |           
|                                                  |  |                                        |           
|Cash Flows From Operating Activities              |  | $                                      | 7,055,000 
|                                                  |  |                                        |           
|Cash Flows For Investing Activities:              |  |                                        |           
|Capital Expenditures                              |  |                                        | (788,000  
|Investment in and   Advances to Joint Venture     |  |                                        |          
|                                                  |  |                                        |           
|Net Cash Used in Investing Activities             |  |                                        | (788,000  
|                                                  |  |                                        |           
|Cash Flows For Financing Activities:              |  |                                        |           
|Debt Related Payments                             |  |                                        |          
|Dividends                                         |  |                                        | (3,055,000
|Issuance of Common   Stock                        |  |                                        | 2,290,000 
|Treasury Stock Acquired                           |  |                                        | (2,752,000
|                                                  |  |                                        |           
|Net Cash Used in Financing Activities             |  |                                        | (3,517,000
|                                                  |  |                                        |           
|Net Change in Cash and Cash Equivalents           |  |                                        | 2,750,000 
|Cash and Cash Equivalents, Beginning of Period    |  |                                        | 27,140,000
|                                                  |  |                                        |           
|Cash and Cash Equivalents, End of Period          |  | $                                      | 29,890,000
|                                                  |  |                                        |           
|Supplemental Disclosure of Cash Flow Information: |  |                                        |           
|Interest Paid                                     |  | $                                      |          
|Taxes Paid                                        |  | $                                      |          
|                                                  |  |                                        |           

- 6 -



AMERICAN PACIFIC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED):

|1. | BASIS OF REPORTING AND SIGNIFICANT   ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The accompanying Condensed Consolidated Financial   Statements are unaudited and do not include certain information and   disclosures included in the Annual Report on Form 10-K of American Pacific   Corporation (the Company, we, us, or our).  Such statements should therefore be read in conjunction with   the Consolidated Financial Statements and Notes thereto included in our   Annual Report on Form 10-K for the year ended September 30, 2003.  In our opinion, however, all adjustments   necessary for a fair presentation have been included.  The operating results and cash flows for   the three-month and six-month periods ended March 31, 2004 are not   necessarily indicative of the results that will be achieved for the full   fiscal year or for future periods.                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | A summary of our significant accounting policies is   included in our Annual Report on Form 10-K for the year ended September 30,   2003.  We believe that the application   of these policies on a consistent basis enables us to provide the users of   the financial statements with useful and reliable information about our   operating results and financial condition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The preparation of financial statements in   conformity with accounting principles generally accepted in the United States   of America requires us to make estimates and assumptions that affect the   reported amounts of assets and liabilities, disclosure of contingent assets   and liabilities and the reported amounts of revenue and expenses.  Judgments and assessments of uncertainties   are required in applying our accounting policies in many areas.  For example, key assumptions and estimates   are particularly important when determining our projected liabilities for   pension benefits, useful lives for depreciable and amortizable assets, and   the recoverability of deferred tax assets and long-lived assets, including   intangible assets.  Other areas in   which significant uncertainties exist include, but are not limited to, costs   that may be incurred in connection with environmental matters and the   resolution of litigation and other
contingencies.  Actual results will inevitably differ to some extent from   estimates on which our Condensed Consolidated Financial Statements were   prepared.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | During the first quarter of fiscal 2002, we adopted   Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and   Other Intangible Assets.  The   adoption of SFAS No. 142 did not have a material effect on our results of   operations or financial position.    Under the provisions of SFAS No. 142, the intangible asset relating to   our perchlorate acquisition (the Acquisition) in fiscal 1998 will continue   to be amortized under its originally assigned life of ten years.  At March 31, 2004, this intangible asset   had a gross carrying value of approximately $39.0 million and accumulated   amortization of approximately $24.0 million.    Amortization expense was approximately $2.0 million during the six   months ended March 31, 2004 and 2003.    Amortization expense is estimated to amount to approximately $3.9   million per year through September 30, 2007.                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | During the first quarter of fiscal 2002, we adopted   SFAS No. 145 (SFAS 145:  Rescission of FASB Statements No. 4, 44, and   64, Amendment of FASB Statement No. 13, and Technical Corrections).  SFAS No. 145 requires that gains and losses   from extinguishment of debt be classified as extraordinary items only if they   meet the criteria in Accounting Principles Board Opinion No. 30 (Opinion No.   30).  Applying the provisions of   Opinion No. 30 will distinguish transactions that are part of any entitys   recurring operations from those that are unusual and infrequent (meeting the   criteria for classification as an extraordinary item).  We have reclassified previously reported   extraordinary losses on debt extinguishments to a separate line item above the   caption Income Before Income Taxes in our Condensed Consolidated Income   Statements.                                                                                                                                                                                                                                                            

- 7 -



| | In December 2003, FASB Interpretation No. 46   (Revised December 2003), Consolidation of Variable Interest Entities (FIN   46(R)), was issued to clarify the application of Accounting Research Bulletin   No. 51, Consolidated Financial Statements, as amended by FASB Statement No.   94, Consolidation of All Majority-Owned Subsidiaries.  As a result of this interpretation, we   began consolidating the financial statements of our packaged explosive joint   venture as of March 31, 2004 (Note 6 provides additional information   regarding this consolidation).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | The only component of other comprehensive income   (loss) relates to a minimum pension liability adjustment. The change in such   adjustment was approximately $703,000 (net of applicable income taxes) during   the six-month period ended March 31, 2004. Comprehensive income for the   three-month and six-month periods ended March 31, 2004, was as follows:                                                                                                                                                                                                              

|                                       |  | Three   Months Ending   March 31, 2004 |         | Six Months   Ending   March 31, 2004 |  
|-------------------------------------- |  | -------------------------------------- | ------- | ------------------------------------ | -
|                                       |  |                                        |         |                                      |  
|Net Income (Loss)                      |  | $                                      | 197,000 |                                      | $
|Minimum Pension Liability   Adjustment |  |                                        | 23,000  |                                      |  
|                                       |  |                                        |         |                                      |  
|Comprehensive Income   (Loss)          |  | $                                      | 220,000 |                                      | $
|                                       |  |                                        |         |                                      |  

|2. | NET INCOME (LOSS) PER COMMON SHARE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Basic per share amounts are computed by dividing net   income (loss) by average shares outstanding during the period.  Diluted per share amounts are calculated   by dividing net income by average shares outstanding plus the dilutive effect   of common share equivalents. The effect of outstanding stock options and   warrants to purchase approximately 2.9 million shares of common stock were   not included in diluted per share calculations during the three-month and   six-month periods ended March 31, 2003, since the average exercise price of   such options and warrants was greater than the average market price of our   common stock during these periods.    Such warrants expired on December 31, 2003, and the value assigned at   the time of their issuance of $3.6 million was recognized as an adjustment to   retained earnings in the first quarter of fiscal 2004.

|                                                     |  | Three   Months Ending   March 31, 2004 |           | Six Months   Ending   March 31, 2004 | 
|---------------------------------------------------- |  | -------------------------------------- | --------- | ------------------------------------ | 
|                                                     |  |                                        |           |                                      | 
|Average   shares outstanding                         |  |                                        | 7,285,000 |                                      | 
|Dilutive   options and restricted shares outstanding |  |                                        | 78,000    |                                      | 
|                                                     |  |                                        |           |                                      | 
|Diluted   shares                                     |  |                                        | 7,363,000 |                                      | 
|                                                     |  |                                        |           |                                      | 

| | In December 2002, SFAS No. 148, Accounting for   Stock-Based Compensation-Transition and Disclosure, which amends SFAS No.   123, Accounting for Stock-Based Compensation was issued.  SFAS 148 is effective for fiscal years   ending after December 15, 2002, and gives further guidance regarding   methods of transition for a voluntary change to the fair-value-based method   of accounting for stock-based employee compensation and regarding disclosure   requirements as previously defined in SFAS 123.  We have elected to follow APB No. 25, Accounting for Stock   Issued to Employees and related interpretations in accounting for our stock options.  Under APB No. 25, if the exercise price of   our employee stock options equals the market price of the underlying stock on   the date of the grant, no compensation expense is recognized.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | We granted stock options to our employees and   directors in fiscal 2003.  The effect   on net income and earnings per share if we had applied the fair value   recognition provisions of SFAS No. 123 to our stock option grants would have   been as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

- 8 -



|                                                        |  | Three   Months Ended March 31 |         | Six Months   Ended March 31 |  
|------------------------------------------------------- |  | ----------------------------- | ------- | --------------------------- | -
|                                                        |  |                               |         |                             |  
|                                                        |  | 2004                          |         | 2003                        |  
|                                                        |  |                               |         |                             |  
|Net income (loss):                                      |  |                               |         |                             |  
|As reported                                             |  | $                             | 197,000 |                             | $
|Total stock based employee   compensation expense using |  |                               |         |                             |  
|the fair value based   method,                          |  |                               |         |                             |  
|net of related tax                                      |  |                               | 112,000 |                             |  
|                                                        |  |                               |         |                             |  
|Pro forma                                               |  | $                             | 85,000  |                             | $
|                                                        |  |                               |         |                             |  
|Basic earnings (loss) per   share:                      |  |                               |         |                             |  
|As reported                                             |  | $                             | 0.03    |                             | $
|Pro forma                                               |  | $                             | 0.01    |                             | $
|Diluted earnings (loss) per   share:                    |  |                               |         |                             |  
|As reported                                             |  | $                             | 0.03    |                             | $
|Pro forma                                               |  | $                             | 0.01    |                             | $

| | The estimated weighted-average fair value of the   individual options used in calculating the Pro forma Net Income (Loss) was   $4.18.  This fair value was determined   using a Black-Scholes option-pricing model with the following assumptions:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Dividend yield          |  | 0%        | 
|----------------------- |  | --------- | 
|Volatility              |  | 50%       | 
|Risk-free interest rate |  | 3.0%      | 
|Expected life           |  | 4.5 years | 

|3. | INVENTORIES                          
|-- | -------------------------------------
|   |                                      
|   | Inventories consist of the following:

|                           |  | March 31,   2004 |            | September   30,   2003 |  
|-------------------------- |  | ---------------- | ---------- | ---------------------- | -
|                           |  |                  |            |                        |  
|Work-in-process            |  | $                | 8,784,000  |                        | $
|Raw materials and supplies |  |                  | 6,881,000  |                        |  
|Total                      |  | $                | 15,665,000 |                        | $

|4. | DEBT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | On March 1, 2003, we redeemed all of our outstanding   91⁄4% Senior Unsecured Notes (the Notes).    The redemption was at a price of 102.313% of the principal amount of   the Notes, plus accrued interest to the date of redemption, or in the amount   of approximately $43.4 million.  We   recognized a loss on the redemption of $1.5 million, including a non-cash   charge of $0.6 million to write-off remaining debt issue costs.  We elected not to renew an existing $10   million revolving credit agreement with a bank that expired in March   2004.  No amounts were borrowed under   this agreement while it was in effect.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5. | COMMITMENTS AND CONTINGENCIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In 1997, the Southern Nevada Water Authority   detected trace amounts of perchlorate chemicals in Lake Mead and the Las   Vegas Wash, bodies of water near our real estate development property in   Henderson, Nevada (in the Las Vegas area).    Lake Mead is a source of drinking water for the City of Las Vegas,   neighboring areas and certain areas of metropolitan Southern California.   Perchlorate chemicals (including ammonium perchlorate, or AP) are a potential   health concern because they can interfere with the production of a growth   hormone by the thyroid gland, although they are not currently included in    

- 9 -



| | the list of hazardous substances compiled by the   Environmental Protection Agency (EPA).    However, perchlorates have been added to the EPAs Contaminant   Candidate List and will likely be regulated.    We manufactured perchlorate chemicals at a facility on the Henderson   site until May 1988, after which we relocated our perchlorate production to   our current facilities in Iron County, Utah.    For many years, Kerr-McGee Chemical, LLC (Kerr-McGee) operated a   perchlorate production facility at a site near our Henderson site.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | The Water Authoritys testing has shown perchlorate   concentrations of 8 to 14 parts per billion (ppb) in Clark County drinking   water.  In response to this discovery,   we have engaged environmental consultants to drill monitor wells in order to   characterize ground water at and in the vicinity of the Henderson site.  The results of our tests have shown perchlorate   concentrations in the ground water at the Henderson property ranging from 0   to approximately 750,000 ppb at certain monitoring wells.  Since 1998, we have spent in excess of $6   million on the investigation and evaluation of the source or sources of these   trace amounts, possible environmental impacts, and potential remediation   methods.  We have completed a pilot   remediation testing process to treat groundwater containing perchlorate at   and near the Henderson site using a biological in situ method.  The pilot remediation process has shown
promising results, but there can be no assurance as to its efficacy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | The EPA is conducting a risk assessment for the   purpose of recommending a proposed reference dose for perchlorates.  The EPA has recommended a preliminary   reference dose that would equate to 1 ppb in drinking water.  Certain states are also conducting risk   assessments and some have set advisory levels as low as 1 ppb.  To our knowledge, virtually all independent   and qualified experts believe that such preliminary levels have been arbitrarily   established and are not based upon credible science.  At the request of the EPA, the National   Academy of Science (NAS) recently began an evaluation and assessment of the   health effects of perchlorates.  This   NAS evaluation is currently scheduled to be completed by January 2005.  Public statements indicate that the EPA   intends to complete its risk assessment and make a final reference dose   recommendation, presumably after the findings of NAS, although we do not know
 when that will occur.  We are cooperating   with Federal, State and local agencies, and with Kerr-McGee and other   interested firms, in the investigation and evaluation of the source or   sources of these trace amounts, possible environmental impacts, potential   remediation methods, and a proper reference dose.  Until one or more of these matters have reached definitive   conclusions, it will not be possible for us to determine the extent to which,   if at all, we may be called upon to contribute to or assist with future   remediation efforts, or the financial impact, if any, of such cooperation,   contribution or assistance.    Accordingly, no accrual for potential costs has been made in our   Consolidated Financial Statements.  However,   the lower the level at which the final reference dose is established, the   more severe the negative impact will likely be on our financial condition,   results of operations and ability to manufacture and handle perchlorate
chemicals.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | In December 2002, we made an investment in Energetic   Systems Inc., LLC (ES), a joint venture formed to acquire and manage a   commercial explosives business. On December 11, 2002, ES completed the   purchase of certain assets and the assumption of certain liabilities of   Slurry Explosives Corporation and Universal Tech Corporation (collectively SEC/UTC),   subsidiaries within LSB Industries, Inc. (LSB).  SEC/UTC is involved in the manufacture and distribution of   commercial explosives, and is also a research, development and testing   organization specializing in the development and testing of products and   processes for commercial explosives and energetic compounds.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | SEC/UTC is party to two consent orders, and is   working with KDHE (Kansas Department of Health and Environment) pursuant   to the orders. The first consent order focuses on approximately 10 acres of   land at the Hallowell, KS site, and the second focuses on a smaller   parcel of land on which UTeC (the laboratory) is located in Riverton, KS. The   latter is part of a larger issue the KDHE is addressing at the adjacent   Jayhawk chemical complex. Contaminants at the Hallowell location are   predominantly perchlorate and nitrates, while the Riverton site may contain   perchlorates, some chlorinated compounds, and other materials from   years of operation of the adjacent Jayhawk site.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

- 10 -



|   | Under the asset purchase agreement, LSB is   responsible for all environmental issues prior to Dec. 1, 2002.  A number of environmental issues that   occurred prior to purchase were identified during the due diligence process,   and the seller is actively working with state regulators and consultants to   remediate the problems. ES has committed to provide access to the sites so   any remediation can take place, provided there is no interruption in its   operations.                                                                                                                                                                                                                                                                         
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In January 2002, the Company received a claim for   approximately $1.7 million from Frontier Insurance Company (Frontier),   alleging liability arising from indemnity agreements. The Company rejected   the claim and filed a complaint with the District Court, Clark County, Nevada   on February 28, 2002, seeking a declaratory judgment that Frontiers claim   lacked merit. Frontier had been declared insolvent and was ordered into   rehabilitation status by the Supreme Court of New York on October 15, 2001,   which Order also stayed all lawsuits involving Frontier. On March 31, 2004,   the Nevada District Court dismissed the declaratory judgment suit without   prejudice because the case had been pending for more than two years.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Recent information obtained from New York reflects   Frontiers rehabilitation status has not changed. In view of the fact the   Company has received no formal claims since the suit was filed, from   Frontier, the Supreme Court of New York or responsible New York authorities,   the Company has decide to take no action on the matter.                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | On April 11, 2002, an accident occurred at our   sodium azide plant that resulted in the death of an employee.  No other employees were involved and there   was no significant damage to the facility.    We have received fines from Utah OSHA relating to this accident, but   believe that the ultimate payment by us for these fines will be less than   $75,000.                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | As of March 31, 2004, we had approximately $1.9   million in outstanding standby letters of credit.  These letters of credit principally secure performance of   certain environmental protection equipment sold by us and payment of fees   associated with the delivery of natural gas and power.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6. | CONSOLIDATION OF ENERGETIC SYSTEMS   JOINT VENTURE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | On December 11, 2002, we made an investment of   approximately $10.7 million in Energetic Systems Inc., LLC (ES), a joint   venture entity formed to acquire and manage a commercial explosives business.   The investment was made and is held by our newly organized, wholly-owned   subsidiary, Energetic Additives Inc., LLC (EA).  EA holds a 50% equity interest in ES.  The remaining 50% voting interest is held by a private entity   with extensive experience in the explosives industry. Our investment in ES   includes a combination of term and revolving debt, preferred stock and common   equity.                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In December 2003, FASB Interpretation No. 46   (Revised December 2003), Consolidation of Variable Interest Entities (FIN   46(R)), was issued to clarify the application of Accounting Research Bulletin   No. 51, Consolidated Financial Statements, as amended by FASB Statement No.   94, Consolidation of All Majority-Owned Subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Given our 50% equity interest in the ES joint   venture, we have historically treated it as an unconsolidated operation whose   financial performance was disclosed in a note but not consolidated in our   financial results. However under FASB Interpretation No. 46, we are required   to consolidate the ES joint venture due to a number of factors including our   majority ownership of the joint ventures debt securities.                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | As of March 31, 2004, we consolidated the ES joint   venture.  We are reporting a   cumulative effect of an accounting change of $769,000 (net of tax benefit of   $414,000) on our second quarter income statement to reflect the loss that we   would have incurred had the ES joint venture been consolidated                                                                                                                                                                                                                                                                                                                                                                                                                                               

- 11 -



|   | since its inception. The consolidation of the ES   joint venture will significantly impact various line items of our balance   sheet, statement of operations and cash flow presentations as compared to   financial presentations in earlier reports.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                       
|7. | SUPPLEMENTAL CASH FLOW INFORMATION                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                       
|   | The non-cash assets and liabilities related to the   conversion of the investment in Energetic Systems, Inc., LLC (ES) from the   equity method of accounting to consolidation in accordance with FIN 46(R) are   summarized as follows:            

|                 |  | March 31,   2004
|---------------- |  | ----------------
|                 |  |                 
|Investment in ES |  | $               
|                 |  |                 
|ES Balance Sheet |  |                 
|Assets           |  | $               
|Liabilities      |  |                 
|Equity           |  |                 
|                 |  |                 
|Net Assets       |  | $               
|                 |  |                 

|8. | EMPLOYEE SEPARATION COSTS                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | During the second quarter of 2004, we recorded a   charge of $2.0 million (pre-tax) for estimated costs relating to the   separation from the Company of the former Chief Financial Officer.  This charge is included in Operating   Expenses on our statement of operations for this period.                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The separation charge includes: (i) salary and   benefits owed under the terms of an employment agreement and other severance   costs, (ii) the present value of the estimated amount payable under the terms   of the Supplemental Executive Retirement Plan (SERP), and (iii)   compensation paid in lieu of compensation that would have been payable to him   as a Director of the Company.                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9. | SEGMENT INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Our three reportable operating segments are   specialty chemicals, environmental protection equipment and real estate sales   and development.  These segments are   based upon business units that offer distinct products and services, are   operationally managed separately and produce products using different   production methods.                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | We evaluate the performance of each operating   segment and allocate resources based upon operating income or loss before an   allocation of interest expense and income taxes.  The accounting policies of each reportable operating segment   are the same as the Companys.                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Our specialty chemicals segment manufactures and   sells perchlorate chemicals used principally in solid rocket propellants for   the space shuttle and defense programs, sodium azide used principally in the   inflation of certain automotive airbag systems and
Halotron® clean gas fire extinguishing agents designed to replace halons.  The specialty chemicals segment production   facilities are located in Iron County, Utah.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Our environmental protection equipment operating   segment designs, manufactures and markets systems for the control of noxious   odors, the disinfection of waste water streams and the treatment of   seawater.  These operations are also   located in Iron County, Utah.                                                                                                                                                            

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| | At March 31, 2004, our real estate operating segment   had approximately 14 acres of improved land in the Gibson Business Park (near   Las Vegas, Nevada) remaining.                                                                 
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                      
| | We had one customer that accounted for 10% or more   of our total sales during at least one of the six-month periods ended March   31, 2004 and 2003.  Sales to this   customer during the six months ended March 31 were as follows:

|Customer |  | Chemical     |  | 2004         |  | 2003        
|-------- |  | ------------ |  | ------------ |  | ------------
|        
|A        |  | Perchlorates |  | $ 13,367,000 |  | $ 23,065,000

| | Additional information about our operations, by   segment, for the three months and six months ended March 31, is provided   below.
| | -----------------------------------------------------------------------------------------------------------------------------------

|                                      |  | Three   Months Ended   March 31, |            | Six Months   Ended   March 31, |  
|------------------------------------- |  | -------------------------------- | ---------- | ------------------------------ | -
|                                      |  |                                  |            |                                |  
|                                      |  | 2004                             |            | 2003                           |  
|Revenues:                             |  |                                  |            |                                |  
|Specialty Chemicals                   |  | $                                | 17,678,000 |                                | $
|Environmental Protection              |  |                                  | 1,003,000  |                                |  
|Real Estate                           |  |                                  | 106,000    |                                |  
|                                      |  |                                  |            |                                |  
|Total revenues                        |  | $                                | 18,787,000 |                                | $
|                                      |  |                                  |            |                                |  
|Operating income (loss):              |  |                                  |            |                                |  
|Specialty chemicals                   |  | $                                | 1,393,000  |                                | $
|Environmental Protection              |  |                                  | 23,000     |                                |  
|Real Estate                           |  |                                  | (129,000   | )                              |  
|                                      |  |                                  |            |                                |  
|Total segment operating income (loss) |  |                                  | 1,287,000  |                                |  
|Unallocated net income (expense)      |  |                                  | 199,000    |                                |  
|                                      |  |                                  |            |                                |  
|Income (loss) before income taxes     |  | $                                | 1,486,000  |                                | $
|                                      |  |                                  |            |                                |  

|10. | DIVIDEND AND STOCK REPURCHASE   PROGRAM                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | In January 2003, our Board of Directors approved a   Dividend and Stock Repurchase Program (the Program).  The Program is designed to allocate a   portion of our annual free cash flows (as calculated) for the purposes of   paying cash dividends and repurchasing our Common Stock.  The amount available for these purposes   each fiscal year will equal 25% of our annual cash flows from operating   activities less our annual capital expenditures, plus the amount of cash   received from the issuance of our Common Stock resulting from the exercise of   stock options.  We will subtract the   total amount spent on the repurchase of our Common Stock (if any) during the   fiscal year from the total amount otherwise available under the Program, and   pay the resultant amount as an annual dividend to our shareholders. As part   of the stock repurchase portion of the Program, our Board of Directors has   approved a provision that permits the
repurchase of Common Stock from our   employees and directors.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | In accordance with the provisions of the Program, on   during the six months ended march 31, 2004, the Company repurchased 0.3   million shares of its Common Stock for $2.8 million, and on December 18,   2003, our Board of Directors declared a cash dividend of $0.42 per share   payable on January 9, 2004, to shareholders of record on December 29, 2003.   The total amount of the cash dividend paid in January 2004 was approximately   $3.1 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

We are principally engaged in the production of our top grade of AP (Grade I AP) for the aerospace and national defense industries.  In addition, we produce and sell sodium azide, the primary component of a gas generant used in automotive airbag safety systems, and
Halotron®, a chemical used in fire extinguishing systems ranging from portable fire extinguishers to airport firefighting vehicles.  The perchlorate, sodium azide and
Halotron® facilities are located on our property in Southern Utah and the chemicals produced and sold at these facilities collectively represent our specialty chemicals operating segment.  Our other lines of business include the development of real estate which is winding down, and the production of environmental protection equipment, including waste water and seawater treatment systems.  As discussed in Note 6 to our Condensed Consolidated Financial Statements, we also consolidate a 50% interest in an entity that manufactures and distributes commercial explosives.

Critical Accounting Policies.  A summary of our significant accounting policies is included in Note 1 to our Condensed Consolidated Financial Statements.  We believe that the application of these policies on a consistent basis enables us to provide the users of our financial statements with useful and reliable information about our operating results and financial condition.

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses.  Judgments and assessments of uncertainties are required in applying our accounting policies in many areas.  For example, key assumptions are particularly important when determining our projected liabilities for pension benefits.  Information with respect to pension expenses and liabilities, together with the impact of changes in key assumptions is discussed in Note 8 to our Consolidated Financial Statements included in our September 30, 2003 Annual Report on Form 10-K.

Other areas in which significant uncertainties exist include, but are not limited to, projected costs to be incurred in connection with environmental matters, tax matters, and the resolution of litigation.  A discussion of environmental and legal matters is included in Note 5 to our Condensed Consolidated Financial Statements.  Information on some of the key estimates and assumptions on which our annual provision for income taxes is based may be found in Note 7 to our Consolidated Financial Statements included in our September 30, 2003 Annual Report on Form 10-K.

Actual results will inevitably differ to some extent from the estimates on which our Condensed Consolidated Financial Statements are prepared at any given point in time.  Despite these inherent limitations, we believe that our Managements Discussion and Analysis and Condensed Consolidated Financial Statements provide a meaningful and fair perspective on our Company.

Sales and Operating Revenues.  Sales of our perchlorate chemical products accounted for approximately 86% and 82% of revenues during the six-month periods ended March 31, 2004 and 2003, respectively.  In general, demand for Grade I AP is driven by a relatively small number of Department of Defense (DOD) and National Aeronautics and Space Administration (NASA) contractors.  As a result, an individual AP customer may account for a significant portion of our revenues.

In connection with the perchlorate acquisition (the Acquisition) in fiscal 1998, we entered into an agreement with the Thiokol Propulsion Division of Alcoa (Thiokol) with respect to the supply of AP through the year 2008.  The agreement, as amended, provides that during its term Thiokol will make all of its AP purchases from us.  In addition to the Grade I AP purchased from us, Thiokol may use AP inventoried by it in prior years.  The agreement also establishes a pricing matrix under which Grade I AP unit prices vary inversely

- 14 -



with the quantity of Grade I AP sold by us to all of our customers.  Grade I AP unit prices in the matrix at all quantity levels escalate each year through fiscal 2003 and, in fiscal 2004, are adjusted downward by approximately 20%.  Such downward adjustment will have the effect of reducing revenues and operating cash flows on Grade I AP sold to Thiokol by 20% in fiscal 2004.  After the adjustment, AP unit prices continue to escalate each year through fiscal 2008.

In connection with the Acquisition, we entered into an agreement with Alliant Techsystems, Inc. (Alliant) to extend an existing supply agreement through the year 2008.  The agreement establishes prices for any Grade I AP purchased by Alliant from us during the term of the agreement as extended.  Under this agreement, Alliant agrees to use its efforts to cause our Grade I AP to be qualified on all new and current programs served by Alliants Bacchus Works.

During 2001, Alliant acquired Thiokol.  We have agreed with Alliant that the individual agreements in place prior to Alliants acquisition of Thiokol remain in place.  All Thiokol programs existing at the time of the Alliant acquisition (principally the Space Shuttle and Minuteman) will continue to be priced under the Thiokol Agreement.  All Alliant programs (principally the Delta, Pegasus and Titan) will be priced under the Alliant Agreement.

Our annual sales volumes of Grade I AP were approximately 15.5 million, 16.4 million and 12.6 million pounds during the fiscal years ended September 30, 2003, 2002 and 2001 respectively.  Based upon information we have received from our customers, we are currently estimating that our annual sales volumes of Grade I AP will range between 10.0 and 11.0 million pounds in fiscal 2004.  Our revenues, operating income and cash flows from operating activities will be significantly less at these lower volume levels.  In addition, demand for Grade I AP is program specific and we have limited ability to influence demand.

In January 2004, President Bush announced a new initiative for the Nations space exploration program.  The President proposed a long-term human and robotic program to explore the solar system, starting with a return to the Moon. This program includes the following:

| |  | The United States will complete its work on the   International Space Station (ISS) by 2010.    To accomplish this goal, NASA will return the Space Shuttle to flight   and the Shuttles chief purpose over the next several years will be to help   finish assembly of the ISS.  The Space   Shuttle will be retired at the end of this decade.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                    
| |  | The United States will begin developing a new crew   exploration vehicle (CEV).  The CEV   will be developed and tested by 2008 and conduct its first manned mission no   later than 2014.                                                                                                                                                       
| |   |                                                                                                                                                                                                                                                                                                                                                    
| |  | The United States will return to the Moon as early   as 2015 and no later than 2020 and use it as a stepping stone for more   ambitious missions.                                                                                                                                                                                                  

The Presidents plan for NASA will likely have a significant impact on the demand for Grade I AP.  The ultimate impact on the demand for Grade I AP is uncertain at this time, and will depend upon, among other things, the following factors:

| |  | The timing of the Space Shuttles return to flight.                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------
| |  | The number of Shuttle flights between now and the   retirement of the Shuttle fleet.                                                     
| |  | The timing of the retirement of the Space Shuttle   fleet.                                                                               
| |  | The amount of inventory of Grade I AP owned by our   customers.                                                                          
| |  | The amount of NASAs annual budget over the next   several years.                                                                        
| |  | The type of propulsion technology used to launch the   CEV.                                                                              
| |  | The timing of the development and testing of the CEV   and the number of CEV launches.                                                   
| |  | The type of heavy lift vehicle used to transport   material and supplies to the ISS and the Moon after retirement of the Shuttle   fleet.

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We also produce and sell other perchlorates.  Other perchlorates have a wide range of prices per pound, depending upon the type and grade of the product.  We have recently experienced a change in the sales mix of other perchlorates, from lower price per pound products to higher price and margin per pound products.  For example, shipments of other perchlorates accounted for annual sales of between $2.6 million and $3.2 million during the fiscal years 2001, 2000 and 1999.  In fiscal 2003 and 2002, shipments of other perchlorates accounted for sales of $7.7 and $6.9 million, respectively, although there was no substantial change in pounds shipped.  Other perchlorates are used in a variety of applications, including munitions, explosives, propellants, and initiators.  Some of these applications are in a development phase, and there can be no assurance that sales of the higher price and higher margin products will continue.  Sales of
other perchlorates accounted for revenues of $2.3 million and $3.3 million during the six-month periods ended March 31, 2004 and 2003, respectively.

Sodium azide sales accounted for approximately 8% and 5% of revenues during the six-month periods ended March 31, 2004 and 2003, respectively.  Worldwide sodium azide demand has declined significantly during the last two fiscal years. Our sodium azide sales volumes declined approximately 54% during fiscal 2003 and 10% in fiscal 2002.  Worldwide demand for sodium azide is substantially less than worldwide supply. Based principally upon market information received from airbag inflator manufacturers, we expect sodium azide use to continue to decline and that inflators using sodium azide will be phased out over some period of time.

Sales of Halotron® amounted to approximately 5% and 4% of revenues during the six-month periods ended March 31, 2004 and 2003, respectively. 
Halotron® is designed to replace halon-based fire extinguishing systems.  Accordingly, demand for
Halotron® depends upon a number of factors including the willingness of consumers to switch from halon-based systems,
as well as existing and potential governmental regulations.

Environmental protection equipment sales accounted for approximately 5% and 4% of revenues during the six-month periods ended March 31, 2004 and 2003, respectively. This business produces both original equipment (OEM) and aftermarket replacement products for water treatment applications. International sales account for a significant part of the sales of this business.

There were no real estate sales during the six-month periods ended March 31, 2004 and 2003.  We have approximately 14 acres remaining in our Nevada portfolio and real estate sales will cease after the sale of this property.

Cost of Sales.  The principal elements comprising our cost of sales are raw materials, electric power, labor, manufacturing overhead, depreciation and amortization and the book basis in real estate sold.  The major raw materials used in our production processes are graphite, sodium chlorate, ammonia, hydrochloric acid, sodium metal, nitrous oxide and HCFC 123.  Significant increases in the cost of raw materials may have an adverse impact on margins if we are unable to pass along such increases to our customers.

Prices paid by us for raw materials have historically been relatively stable, although we have experienced cost increases on certain raw materials. All raw materials used in our manufacturing processes have been available in commercial quantities.

Net Income (Loss).  Although our net income (loss) and diluted net income (loss) per common share have not been subject to seasonal fluctuations, they have been and are expected to continue to be subject to variations from quarter to quarter and year to year due to the following factors, among others:  (i) the impact of President Bushs new space exploration plan on the demand for Grade I AP, and related budgeting constraints; (ii) as discussed in Note 5 to our Condensed Consolidated Financial Statements, we may incur material legal and other costs associated with certain litigation and contingencies; (iii) the magnitude, pricing and timing of perchlorate chemicals, sodium azide,
Halotron®, environmental protection equipment and packaged explosive sales in the future is uncertain; (iv) weighted average common and common equivalent shares for purposes of calculating diluted net income per common share are subject to fluctuations based upon changes in the market price of our Common Stock due to outstanding options; (v) the results of periodic

- 16 -



reviews of impairment issues; (vi) the ability to pass on increases in raw material costs to our customers; and (vii) the financial performance of ES.  (See Liquidity and Capital Resources and Forward Looking Statements/Risk Factors below.)

RESULTS OF OPERATIONS

Three Months Ended March 31, 2004 Compared to Three Months Ended March 31, 2003

Sales and Operating Revenues.Sales decreased $0.8 million, or 4%, during the three months ended March 31, 2004, to $18.8 million from $19.6 million in the corresponding period of the prior year.  This change in revenues was principally attributable to a decrease in sales from our real estate azide operations.  The decline in revenues was partially offset by an increase in environmental protection products sales.

Cost of Sales.Cost of sales increased $1.3 million, or 13%, in the three months ended March 31, 2004, to $11.5 million from $10.2 million in the corresponding period of the prior year.  As a percentage of sales, cost of sales was 60% during the three-month period ended March 31, 2004, compared to 52% during the same period last year.  These increases were primarily due to fixed costs that are allocated over a smaller base of perchlorates and other specialty chemical sale volumes for the year. This increase in costs was mitigated by lower real estate and azide costs due to lower sales volume.

Operating Expenses.  Operating (selling, general and administrative) expenses increased $2.8 million, or 84%, in the three months ended March 31, 2004, to $6.1 million from $3.3 million in the corresponding period of 2003.  As discussed in Note 8 to the Condensed Consolidated Financial Statements in this report, a charge in the second quarter relating to separation costs for an employee of the Company was a major component of the increase in operating expenses.

Net Interest and Other Income (Expense).  Net interest and other income (expense) decreased to $0.2 million in the three months ended March 31, 2004, from $0.5 million in the corresponding period of the prior year, primarily as a result of the redemption of the Notes.

Six Months Ended March 31, 2004 Compared to Six Months Ended March 31, 2003

Sales and Operating Revenues.  Sales decreased $11 million, or 32%, during the six months ended March 31, 2004, to $23.6 million from $34.6 million in the corresponding period of the prior year. This change in revenues was principally attributable to a decrease in perchlorate and real estate sales.

Cost of Sales.  Cost of sales decreased $3.2 million, or 16%, in the six months ended March 31, 2004, to $15.7 million from $18.9 million in the corresponding period of the prior year.  The gross profit margin in the first six months of fiscal 2004 decreased to 33% as compared to 45% during the same period last year.  The decrease in cost of sales and gross profits margin is primarily due to fixed costs that are allocated over a smaller base of perchlorates and other specialty chemical sale volumes for the 2004 fiscal year.

Operating Expenses.  Operating expenses were $9.9 million during the six-month period ended March 31, 2004 compared to $7.0 million in the corresponding period of the prior year.  As discussed in Note 8 to the Condensed Consolidated Financial Statements in this report, a charge in the second quarter relating to separation costs for an employee of the Company was a major component of the increase in operating expenses.

Net Interest and Other Income (Expense).  Net interest and other income (expense) decreased to $0.1 million in the six months ended March 31, 2004, from $1.4 million in the corresponding period of the prior year, principally as a result of the redemption of the Notes.

- 17 -



Segment Operating Income.  Operating income (loss) of our industry segments during the six-month periods ended March 31, 2004 and 2003 was as follows:

|                         |  | 2004 |            | 2003
|------------------------ |  | ---- | ---------- | ----
|                         |  |      |            |     
|Specialty Chemicals      |  | $    | (1,523,000 | )   
|Environmental Protection |  |      | (145,000   | )   
|Real Estate              |  |      | (340,000   | )   
|                         |  |      |            |     
|Total                    |  | $    | (2,008,000 | )   
|                         |  |      |            |     

The decrease in operating income of our specialty chemicals segment was primarily attributable to a decrease in perchlorate chemicals and sodium azide sales. The decrease in operating income of our real estate segment (which is winding down) was principally due to a decrease in real estate related activities.

INFLATION

General inflation did not have a significant effect on our sales and operating revenues or costs during the six-month periods ended March 31, 2004 or 2003.  General inflation may have an effect on gross profit in the future as certain of our agreements relating to Grade I AP and sodium azide customers require fixed prices, although certain of such agreements contain escalation features that should somewhat insulate us from increases in costs associated with inflation.

LIQUIDITY AND CAPITAL RESOURCES

Cash flows provided by operating activities were $7.1 million and $8.9 million during the six months ended March 31, 2004 and 2003, respectively.  The decrease in cash flows from operations in the first six months of fiscal year 2004, as compared to the same period in fiscal year 2003, is due to lower overall sales volume.

The combination of the lower levels of expected Grade I AP sales, the 20% price reduction on Grade I AP sold to Thiokol beginning in fiscal 2004, and declining real estate sales is expected to significantly reduce our revenues and cash flows from operating activities in fiscal 2004.  As a result of these factors and absent the consideration of any changes in working capital, we currently expect that our cash flows from operating activities will be at least 50% less in fiscal 2004 as compared to fiscal 2003.  We believe that our cash flows from operations and existing cash balances will be adequate for the foreseeable future to satisfy the needs of our operations, including the repurchase of our Common Stock and/or dividends under the Program.  However, the resolution of litigation and contingencies, and the timing, pricing and magnitude of orders for perchlorates, sodium azide and Halotron, may have an effect on the use and availability of
cash.

The Company had $0.8 million and $2.0 million of capital expenditures during the six months ended March 31, 2004 and 2003, respectively.  Capital expenditures relate principally to specialty chemicals segment capital improvement projects.  Capital expenditures are expected to be funded from existing cash balances and operating cash flows.

We issued $2.3 million of our Common Stock in the six month period ended on March 31, 2004 as a result of the exercise of stock options.  The Company repurchased $2.8 million of our Common Stock during the six month period ended on March 31, 2004.  As discussed in Note 10 to our Condensed Consolidated Financial Statements, our Program became effective in fiscal 2003.  Under the provisions of this Program, on December 18, 2003, our Board of Directors declared a cash dividend of $0.42 per share, which was paid on January 9, 2004, to shareholders of record on December 29, 2003.

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As a result of the litigation and contingencies discussed in Note 5 to our Condensed Consolidated Financial Statements, we have incurred legal and other costs, and we may incur material legal and other costs associated with the resolution of litigation and contingencies in future periods.  Any such costs, to the extent not recovered by insurance, would adversely affect our liquidity.  We are currently unable to predict or quantify the amount or range of such costs or the period of time over which such costs may be incurred.

FORWARD-LOOKING STATEMENTS/RISK FACTORS

This Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 which are subject to the safe harbor created by those sections.  Such forwarding looking statements are subject to risks and uncertainties which include, but are not limited to, the risk factors set forth below:

| | 1. | (a)    Declining demand (including excess customer inventories) or downward   pricing pressure for our products as a result of general or specific economic   conditions, (b) governmental budget decreases affecting the DOD or NASA,   including the status of the Space Shuttle Program and the Presidents new   initiative for the Nations space exploration program, that would cause a   decrease in demand for Grade I AP, (c) technological advances and   improvements with respect to existing or new competitive products causing a   reduction or elimination of demand for our perchlorates, sodium azide
Halotron® and packaged   explosives products, (d) the ability and desire of purchasers to change   existing products or substitute other products for our products based upon   perceived quality, environmental effects and pricing, and (e) the fact that   our perchlorate chemicals, sodium azide,
Halotron®, packaged explosives and environmental products have limited applications,   specialized applications and highly concentrated customer bases.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 2. | The cost and effects of legal and administrative proceedings,   settlements and investigations, particularly those matters described in Note   5 to our Condensed Consolidated Financial Statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 3. | Our ability to profitably integrate, manage and   operate new businesses and/or investments competitively and cost effectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 4. | Competitive factors including, but not limited to,   our limitations respecting financial resources and our ability to compete   against companies with substantially greater resources, significant excess   market supply in the sodium azide market and in the perchlorate market,   potential patent coverage issues, and the development or penetration of   competing new products, particularly in the propulsion, airbag inflation,   fire extinguishing businesses, and explosives.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 5. | Underutilization of our manufacturing facilities   resulting in production inefficiencies and increased costs, the inability to   recover facility costs, reductions in margins, and impairment issues.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 6. | The near depletion of our Clark County, Nevada   commercial real estate, with only 14 acres remaining for sale.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 7. | The effects of, and changes in, trade, monetary and   fiscal policies, laws and regulations and other activities of governments,   agencies or similar organizations, including, but not limited to, environmental,   safety and transportation issues.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 8. | The dependence upon a single facility for the   production of most of our products.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 9. | Provisions of our Certificate of Incorporation and   By-laws and Series D Preferred Stock, and the dividend of preference stock   purchase rights and related Rights Agreement, could have the effect of making   it more difficult for potential acquirors to obtain a control position in us.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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We usually use words such as may, will, should, expect, plan, anticipate, believe, estimate, predict, future, intend, or certain or the negative of these terms or similar expressions to identify forward-looking statements. Discussions containing such forward-looking statements may be found throughout the document. We disclaim any obligation to update these forward-looking statements as a result of subsequent events. The business risks discussed in Item 2 of this Report on Form 10-Q, among other things, should be considered in evaluating our prospects and future financial performance.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We are exposed to market risk from changes in interest rates, commodity prices and foreign currency exchange rates.  We had certain long-term fixed-rate debt that was redeemed on March 1, 2003.  At March 31, 2003, we did not have any derivative-based financial instruments.  However, the amount of outstanding debt may fluctuate and we may at some time be subject to financing risk. There have been no material changes in market risk since December 31, 2003.

ITEM 4. CONTROLS AND PROCEDURES

Based on their evaluation as of March 31, 2004, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) were effective as of such date to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.  There were no changes in the Companys internal control over financial reporting that occurred during the Companys last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.

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PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Voting results of matters submitted to a vote of Security Holders at our Annual Meeting of Stockholders held on March 9, 2004 were as follows:

Item No. 1  Election of Class A Directors (through March 2007).

|Name            |  | Votes For |           | Votes   Withheld | 
|--------------- |  | --------- | --------- | ---------------- | 
|                |  |           |           |                  | 
|John R. Gibson  |  |           | 4,039,602 |                  | 
|David N. Keys   |  |           | 5,942,344 |                  | 
|Dean M. Willard |  |           | 6,289,872 |                  | 

Mr. Gibson received less than 80% (approximately 58.8%) of the votes cast.  Accordingly, under the Registrants Certificate of Incorporation and By-laws, he will remain in office, but must be renominated for election by the stockholders at the next Annual Meeting in March 2004.

Item No. 2  Ratification of the appointment of Deloitte & Touche LLP as our independent public accounts.

|Votes For |  | Against |        | Abstained | 
|--------- |  | ------- | ------ | --------- | 
|          |  |         |        |           | 
|6,756,751 |  |         | 25,696 |           | 

ITEM 5.  OTHER INFORMATION

In March 2004 Victor M. Rosenzweig resigned from the Companys Board of Directors to pursue personal interests.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

| | a) | Exhibits    |  |                                                                                                     
| | -- | ----------- |  | ----------------------------------------------------------------------------------------------------
| |    |             |  |                                                                                                     
| |    | Exhibit No. |  | Description                                                                                         
| |    |             |  |                                                                                                     
| |    | 31.1        |  | Certification of Chief Executive Officer Pursuant to   Section 302 of the Sarbanes-Oxley Act of 2002
| |    |             |  |                                                                                                     
| |    | 31.2        |  | Certification of Chief Financial Officer Pursuant to   Section 302 of the Sarbanes-Oxley Act of 2002
| |    |             |  |                                                                                                     
| |    | 32.3        |  | Certification of Principal Executive Officer                                                        
| |    |             |  |                                                                                                     
| |    | 32.4        |  | Certification of Principal Financial Officer                                                        

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| | b) | Reports on Form 8-K
| | -- | -------------------
| |    |                    
| |    | (1)                
| |    |                    
| |    | (2)                

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

|                      | AMERICAN   PACIFIC CORPORATION              
|--------------------- | --------------------------------------------
|                      |                                             
|Date:  May   12, 2004 | /s/ JOHN R. GIBSON                          
|                      |                                             
|                      | John R.   Gibson                            
|                      | Chief   Executive Officer and President     
|                      |                                             
|                      |                                             
|Date:  May   12, 2004 | /s/ SETH L. VAN VOORHEES                    
|                      |                                             
|                      | Seth L.   Van Voorhees                      
|                      | Vice   President, Treasurer, Chief Financial
|                      | Officer   & Secretary                       

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