0001571049-14-001623.txt : 20140509 0001571049-14-001623.hdr.sgml : 20140509 20140509073024 ACCESSION NUMBER: 0001571049-14-001623 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140508 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140509 DATE AS OF CHANGE: 20140509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACETO CORP CENTRAL INDEX KEY: 0000002034 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CHEMICALS & ALLIED PRODUCTS [5160] IRS NUMBER: 111720520 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-04217 FILM NUMBER: 14826996 BUSINESS ADDRESS: STREET 1: 4 TRI HARBOR COURT CITY: PORT WASHINGTON STATE: NY ZIP: 11050 BUSINESS PHONE: 5166276000 MAIL ADDRESS: STREET 1: 4 TRI HARBOR COURT CITY: PORT WASHINGTON STATE: NY ZIP: 11050 FORMER COMPANY: FORMER CONFORMED NAME: ACETO CHEMICAL CO INC DATE OF NAME CHANGE: 19851203 8-K 1 t79259_8k.htm FORM 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): May 8, 2014
 
Aceto Corporation
(Exact Name of Registrant as Specified in its Charter)
 
New York
(State or Other Jurisdiction of Incorporation)
               
   
000-04217
   
11-1720520
   
 
(Commission File Number)
(IRS Employer Identification Number)
 
 
4 Tri Harbor Court, Port Washington, New York, 11050
(Address of Principal Executive Offices)
 
(516) 627-6000
(Registrant’s Telephone Number, Including Area Code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13-e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 

 
Item 2.02            Results of Operations and Financial Condition.
 
On May 8, 2014, Aceto Corporation, a New York corporation (the “Registrant”), issued the attached press release that included financial information for its third quarter ended March 31, 2014. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K. The information in this Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
 
Item 9.01             Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit 99.1        Press Release issued by Aceto Corporation dated May 8, 2014
 
 
 

 

 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
     
  ACETO CORPORATION  
  (Registrant)  
       
Dated: May 9, 2014
By:
/s/ Salvatore Guccione
 
   
Salvatore Guccione
 
 
 
President and CEO
 
 
 
 

 

 
EXHIBIT INDEX
       
Exhibit No.
 
Exhibits.
 
     
99.1
 
Press Release issued by Aceto Corporation dated May 8, 2014
 
 

 

 
EX-99.1 2 ex99-1.htm EXHIBIT 99.1


Exhibit 99.1
 
(aceto logo)
 
 
ACETO Corporation
4 Tri Harbor Court
Port Washington, New York 11050
 
“Sourcing and Supplying Quality Products Worldwide”   NEWS RELEASE  
     
  FOR IMMEDIATE RELEASE  
 
ACETO Reports Third Quarter Fiscal 2014 Financial Results
 
PORT WASHINGTON, N.Y., May 8, 2014 -- ACETO Corporation (NASDAQ: ACET), a global leader in the marketing, sale and distribution of products for Human Health, Pharmaceutical Ingredients and Performance Chemicals, announced today financial results for the third quarter of fiscal 2014 ended March 31, 2014.
 
Third Quarter Fiscal 2014 versus Third Quarter Fiscal 2013
 
●      Net sales of $124.8 million versus $150.9 million, a 17.3% decrease
●      Gross profit of $25.0 million versus $31.5 million, a 20.8% decrease
●      Operating income of $7.1 million versus $11.7 million, a 39.7% decrease
●      Net income of $5.4 million versus $7.6 million, a 29.5% decrease
●      EPS of $0.19 versus $0.28, a 32.1% decrease
 
Management Commentary
 
“The third quarter of fiscal 2014 earnings performance was below that achieved last year primarily as a result of quarterly timing. That said, for the first nine months of fiscal 2014, I am very pleased with ACETO’s performance, having achieved net income of $23.4 million, or diluted earnings per share of $0.82, compared to $16.9 million, or diluted earnings per share of $0.62, for the first three quarters of last year, representing increases of 38.5% for net income and 32.3% for EPS,” said Sal Guccione, Chief Executive Officer of ACETO.
 
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Mr. Guccione continued, “In the third quarter of fiscal 2013, Aceto saw strong sales and profits of a higher-margin pharmaceutical ingredient, which recurred in early fiscal 2014 and, as expected and previously noted, did not repeat in the third quarter of fiscal 2014. In addition, sales and profits in our Human Health segment were impacted this fiscal quarter by increased competition on first-to-market products that were successfully launched last year coupled with a lower number of new drug launches in the current year. This resulted in a 6.5% decrease in sales and an 8.8% decrease in segment gross profit for the quarter. As previously indicated, we increased our research and development spending during the third quarter of this fiscal year in support of our pipeline of generic finished dosage product candidates. R&D expenses were $1.5 million for the quarter versus $0.9 million last year.”

 
Mr. Guccione also noted, “Regarding the Performance Chemicals segment, we saw improved profits on lower sales. This is due to an improved product mix, including higher gross margin contributions from the recent acquisition of Inter’actifs and decreased sales of lower margin products.”
 

Mr. Guccione concluded, “We remain focused on our long-term strategy of investing in and expanding our finished dosage generic pharmaceutical business. The increased R&D spend, coupled with our acquisition of PACK Pharmaceuticals, are important steps in executing this strategy. We are very pleased with the continued growth achieved by our Human Health segment, with sales and gross profits each increasing in excess of 20% through the first nine months of this fiscal year. At the same time, we remain focused on achieving incremental growth from both the Pharmaceutical Ingredients and Performance Chemicals segments."

 
Third Quarter Financial Review
 
Net sales for the third quarter of fiscal 2014 were $124.8 million, a decrease of 17.3% from $150.9 million reported in the third quarter of fiscal 2013. Total company gross profit was $25.0 million, a decrease of 20.8%, compared to $31.5 million in the third quarter of fiscal 2013. Selling, general and administration expenses were $16.4 million compared to $18.8 million in the same period last year, a 13.0% decrease. Included in fiscal 2014 in selling, general and administrative expenses was $1.0 million of expenses associated with the acquisition of PACK Pharmaceuticals. Fiscal 2013 SG&A included an earn-out expense of $2.8 million associated with the acquisition of Rising Pharmaceuticals. Research and development expenses this quarter totaled $1.5 million compared to $0.9 million in the prior year period. Operating income totaled $7.1 million compared to $11.7 million in the third quarter last year, a 39.7% decrease. Net income was $5.4 million, or $0.19 per diluted share, compared to net income of $7.6 million, or $0.28 per diluted share, for the comparable quarter of fiscal 2013.
 
Human Health segment sales were $33.9 million, a decrease of 6.5%, compared to $36.3 million for the third quarter of fiscal 2013. The sales decrease primarily resulted from increased competition for several products at Rising Pharmaceuticals. These products were successful first-to-market launches in fiscal 2013 and are now seeing greater competition, as anticipated. Gross profit for the segment was $10.1 million, a decrease of 8.8%, compared to $11.1 million for the third quarter of fiscal 2013.
 
Pharmaceutical Ingredients segment sales were $47.8 million, a decrease of 22.6%, compared to $61.8 million for the third quarter of fiscal 2013 due primarily to a decline in sales, both domestically and abroad, of pharmaceutical intermediates. In addition, the third quarter of fiscal 2013 included initial sales of a new high margin API, which as expected had no sales in the current period. Gross profit was $7.4 million, a decrease of 44.6%, compared to $13.4 million for the third quarter of fiscal 2013.
 
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The Performance Chemicals segment sales were $43.0 million, a decrease of 18.5%, compared to $52.8 million for the third quarter of fiscal 2013 primarily due to a decline in sales of agricultural protection products as well as a drop in domestic sales of chemicals used in surface coatings. Gross profit increased to $7.5 million, or 5.4%, compared to $7.1 million in the same period last year. This was due to an improved product mix, which resulted in a gross margin of 17.4%, a 400 basis point expansion versus 13.4% in last year’s quarter.
 
Net sales for the nine month period ended March 31, 2014 were $370.6 million, a 1.6% decrease from the $376.6 million reported for the nine month period ended March 31, 2013. Gross profit was $85.7 million, an increase of 16.2%, compared to gross profit of $73.7 million in the prior year period. Research and development expenses totaled $3.2 million compared to $2.0 million in the prior year period. Operating income totaled $35.2 million compared to $26.0 million in the same period last year, a 35.7% increase. For the nine month period, ACETO reported net income of $23.4 million, or $0.82 per diluted share, compared to $16.9 million, or $0.62 per diluted share, in the prior year nine month period, increases of 38.5% and 32.3% respectively.
 
Conference Call
 
Management will host a conference call to discuss the operating and financial results at 9:00am ET on Friday, May 9, 2014. To participate in the conference call, please dial (888) 895-5271 approximately 10 minutes prior to the call. Please reference conference ID # 37176395.
 
A live webcast of the conference call will be available in the Investor Relations section of the Company’s website, www.aceto.com. Please access the website 15 minutes prior to the start of the call to download and install any necessary audio software.
 
A telephone replay of the conference call will be available from 11:30 a.m. EDT on May 9, 2014 until 11:59 p.m. EDT on May 16, 2014 and may be accessed by calling (888) 843-7419 and reference conference ID # 37176395. An archived replay of the conference call will also be available in the investor relations section of the Company’s website.
 
ABOUT ACETO
 
ACETO Corporation, incorporated in 1947, is a global leader in the marketing, sale and distribution of products for Human Health (finished dosage form generics and nutraceutical products), Pharmaceutical Ingredients (pharmaceutical intermediates and active pharmaceutical ingredients) and Performance Chemicals (specialty chemicals and agricultural protection products). With business operations in nine countries, ACETO distributes over 1,100 chemical compounds used principally as finished products or raw materials in the pharmaceutical, nutraceutical, agricultural, coatings and industrial chemical industries. ACETO’s global operations, including a staff of 25 in China and 12 in India, are distinctive in the industry and enable its worldwide sourcing and regulatory capabilities.
 
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FORWARD LOOKING STATEMENTS
 
This news release contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this news release may not occur. Generally, these statements relate to our business plans or strategies, projected or anticipated benefits or other consequences of ACETO’s plans or strategies, financing plans, projected or anticipated benefits from acquisitions that ACETO may make, or a projection involving anticipated revenues, earnings or other aspects of ACETO’s operating results or financial position, and the outcome of any contingencies. Any such forward-looking statements are based on current expectations, estimates and projections of management. ACETO intends for these forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements. Words such as “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained in this press release include, but are not limited to, statements regarding the Company’s strategic initiatives including selling finished dosage form generic drugs, and statements regarding the prospects for long-term growth. ACETO cautions you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond ACETO’s control, which may influence the accuracy of the statements and the projections upon which the statements are based. Factors that could cause actual results to differ materially from those set forth or implied by any forward-looking statement include, but are not limited to, risks and uncertainties discussed in ACETO’s reports filed with the Securities and Exchange Commission, including, but not limited to, ACETO’s Annual Report or Form 10-K for the fiscal year ended June 30, 2013 and other filings. Copies of these filings are available at www.sec.gov.
 
Any one or more of these uncertainties, risks and other influences could materially affect ACETO’s results of operations and whether forward-looking statements made by ACETO ultimately prove to be accurate. In addition, periodic high-margin product sales may have a positive material financial impact in a given quarter that may be non-recurring in future quarters, thereby rendering one quarter’s performance not useful as a predictor of future quarters’ results. ACETO’s actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. ACETO undertakes no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.
 
Investor Relations Contact:
LHA
Jody Burfening
jburfening@lhai.com
(212) 838-3777
 
(Financial Tables Follow)
 
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Aceto Corporation and Subsidiaries
 Consolidated Statements of Income
(in thousands, except per share amounts)
                         
    (unaudited)     (unaudited)  
   
Three Months Ended
   
Nine Months Ended
 
   
March 31,
   
March 31,
 
   
2014
   
2013
   
2014
   
2013
 
Net sales
  $ 124,830     $ 150,871     $ 370,599     $ 376,575  
Cost of sales
    99,867       119,344       284,918       302,835  
Gross profit
    24,963       31,527       85,681       73,740  
Gross profit %
    20.00 %     20.90 %     23.12 %     19.58 %
                                 
Selling, general and administrative expenses
    16,381       18,835       47,212       45,767  
Research and development expenses
    1,504       946       3,232       2,002  
Operating income
    7,078       11,746       35,237       25,971  
                                 
Other income (expense), net of interest expense
    826       (159 )     971       336  
                                 
Income before income taxes
    7,904       11,587       36,208       26,307  
Income tax provision
    2,548       3,994       12,762       9,381  
Net income
  $ 5,356     $ 7,593     $ 23,446     $ 16,926  
                                 
Net income per common share
  $ 0.19     $ 0.28     $ 0.84     $ 0.63  
                                 
Diluted net income per common share
  $ 0.19     $ 0.28     $ 0.82     $ 0.62  
                                 
Weighted average shares outstanding:
                               
Basic
    28,087       27,108       27,888       26,956  
Diluted
    28,606       27,485       28,470       27,342  
 
5
 

 


Aceto Corporation and Subsidiaries
Consolidated Balance Sheets
(in thousands, except per-share amounts)
             
   
March 31, 2014
   
June 30, 2013
 
   
(unaudited)
       
Assets
           
Current Assets:
           
Cash and cash equivalents
  $ 34,383     $ 33,231  
Investments
    1,744       2,144  
Trade receivables: less allowances for doubtful accounts: March 31, 2014 $1,413; and June 30, 2013 $1,294
    100,624       90,108  
Other receivables
    5,987       5,283  
Inventory
    99,545       83,849  
Prepaid expenses and other current assets
    3,694       2,984  
Deferred income tax asset, net
    932       701  
                 
Total current assets
    246,909       218,300  
                 
                 
Property and equipment, net
    11,151       11,410  
Property held for sale
    4,058       4,058  
Goodwill
    33,804       33,526  
Intangible assets, net
    37,621       40,831  
Deferred income tax asset, net
    8,061       8,055  
Other assets
    8,258       7,250  
                 
Total Assets
  $ 349,862     $ 323,430  
                 
Liabilities and Shareholders' Equity
               
                 
Current liabilities:
               
Current portion of long-term debt
  $ 9,447     $ 11,714  
Accounts payable
    48,278       39,222  
Accrued expenses
    42,396       38,971  
Total current liabilities
    100,121       89,907  
                 
Long-term debt
    12,957       20,355  
Long-term liabilities
    9,406       13,413  
Environmental remediation liability
    3,965       5,109  
Deferred income tax liability
    6       6  
Total liabilities
    126,455       128,790  
                 
Commitments and contingencies
               
                 
Shareholders' equity:
               
Common stock, $.01 par value:
               
(40,000 shares authorized; 28,453 and 27,831 shares issued and outstanding at March 31, 2014 and June 30, 2013, respectively)
    285       278  
Capital in excess of par value
    80,079       72,845  
Retained earnings
    136,951       118,615  
Accumulated other comprehensive income
    6,092       2,902  
Total shareholders' equity
    223,407       194,640  
                 
Total liabilities and shareholders' equity
  $ 349,862     $ 323,430  
 
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