-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D7NAQb4rLM46oUnoznKuMoe8huM61ifIHrAXhOayNORQyNCHBzhUJIYObEpOrCd+ TCK5XTnP6eWL5Vv7YcyAtQ== 0001188112-03-000576.txt : 20030905 0001188112-03-000576.hdr.sgml : 20030905 20030905083725 ACCESSION NUMBER: 0001188112-03-000576 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030905 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030905 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: 03882584 BUSINESS ADDRESS: STREET 1: ONE HOLLOW LANE CITY: LAKE SUCCESS STATE: NY ZIP: 11042 BUSINESS PHONE: 5166276000 MAIL ADDRESS: STREET 1: ONE HOLLOW LANE CITY: LAKE SUCCESS STATE: NY ZIP: 11042 FORMER COMPANY: FORMER CONFORMED NAME: ACETO CHEMICAL CO INC DATE OF NAME CHANGE: 19851203 8-K 1 t8k-30292.txt 8-K 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 SEPTEMBER 5, 2003 ---------------------------------------------------- Date of Report (Date of earliest event reported) ACETO CORPORATION ---------------------------------------------------- (Exact name of registrant as specified in charter) NEW YORK 0-4217 11-1720520 --------------- ------------------------ ------------ (State of (Commission File Number) (IRS Employer Incorporation) Identification No.) One Hollow Lane Lake Success, New York 11042 (516) 627-6000 --------------------------------- (Address and telephone number of principal executive offices) Item 7. EXHIBITS Exhibit 99.1 Press Release issued by Aceto Corporation, dated September 5, 2003 Item 12. Results of Operations and Financial Condition On September 5, 2003, Aceto Corporation, a New York corporation (the "Registrant") issued the attached press release that included financial information for its fourth quarter and fiscal 2003 year-end. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety. SIGNATURES 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 thereunto duly authorized. ACETO CORPORATION (Registrant) September 4, 2003 By: /s/ Leonard S. Schwartz ------------------------ Leonard S. Schwartz, Chief Executive Officer EXHIBIT INDEX EXHIBIT NO. EXHIBIT PAGE - ----------- ------- ---- 99.1 Press Release issued by Aceto Corporation 3 dated September 5, 2003 EX-99.1 3 tex99_1-30292.txt EX-99.1 Exhibit 99.1 [LOGO] Aceto FOR IMMEDIATE RELEASE --------------------- ACETO CORPORATION REPORTS FOURTH QUARTER AND YEAR-END RESULTS ------------------------------------------------------------- FISCAL 2003 NET INCOME UP 91% BEFORE NON-CASH CHARGE IN FIRST HALF HEALTH SCIENCES SEGMENT REACHES 59% OF ANNUAL SALES; SEGMENT GROSS PROFIT RISES 46% TO $30 MILLION ON 33% SALES INCREASE LAKE SUCCESS, NY - September 5, 2003 - Aceto Corporation (Nasdaq:ACET), a global distributor of pharmaceutical and specialty chemicals, today announced results of operations for the fourth quarter and fiscal year ended June 30, 2003. FOURTH QUARTER FINANCIAL HIGHLIGHTS - versus fiscal 2002 fourth quarter o Net sales increased 5% to $68.1 million. o Net income increased 46% to $2.4 million, or $0.23 per diluted share, from $1.6 million or $0.17 per diluted share in the 2002 fourth quarter. FISCAL YEAR FINANCIAL HIGHLIGHTS - versus fiscal 2002 o Net sales increased 18% to $271.3 million. o Net income increased 91% to $9.5 million or $0.94 per diluted share, before the cumulative effect of a non-cash accounting charge(1), from $4.9 million or $0.50 per diluted share in fiscal 2002. After the charge, fiscal 2003 net income grew 54% to $7.6 million or $0.75 per diluted share. Leonard S. Schwartz, Chairman, CEO and President of Aceto, stated, "We are extremely pleased with the results for the year as a whole. We have combined our Pharmaceuticals, Biochemicals and Nutritionals segment and our Pharmaceutical Intermediates segment to create the Health Sciences segment. During the quarter, sales in this segment rose 16% to $40.1 million, with gross profit growing 26% to $7.3 million. For fiscal 2003, sales in this segment increased 33% to $159.9 million, representing 59% of total sales versus 52% last year. Fiscal 2003 gross profit for this segment rose 46% to $29.6 million. Expanded market share and increased demand for Active Pharmaceutical Ingredients ("APIs") for generic products launched in fiscal 2003 and fiscal 2002 were the drivers of this growth. We launched five new APIs during the fiscal year, however, the fifth launched in June and did not generate significant sales in the fourth quarter." Mr. Schwartz further stated, "Our Chemicals and Colorants business performed relatively well during the year, considering the difficult environment in the chemical industry. Sales in this segment were flat for the year, but declined 12% during the fourth quarter impacting overall sales for the period. Sales in our agrochemicals business increased 6% for the year, and 27% during the quarter to reach $4.6 million. This segment is now showing significant growth potential as a result of the consolidation of large, multinational agrochemical companies. We are currently pursuing a number of new products for acquisition as well as strategic alliances with major agrochemical companies. Douglas Roth, CFO of Aceto added, "Our operating profit for the quarter was down slightly, due to a 6% increase in SG&A expenses, primarily related to an additional performance bonus accrual of $0.4 million and an additional remediation reserve for our NJ property of $0.3 million, which we believe represents the last reserve the Company will incur for this property. Mr. Schwartz continued, "We remain confident in Aceto's short and long-term business prospects. In the short-term, we anticipate continued organic growth, including launching a minimum of four new APIs per year, the globalization of our Chemicals and Colorants business, continued enhancement of our sourcing operations in China and India, and steady improvement of our regulatory capabilities. Thus far in the first quarter of fiscal 2004 we have launched one new API (which meets our definition of a launch based on a minimum of $2 million in sales in the first six months after the initial launch) and have introduced and commenced sales of two new generic products. These products, while slightly lower in sales volume than a traditional launch, will make a positive contribution to our results. Additionally, we believe the launches and product introductions demonstrate that Aceto has come to be recognized by the worldwide generic pharmaceutical industry as an important supplier. Our long-term plans involve seeking strategic and accretive acquisitions, forming alliances with partners that will add to our capabilities, and establishing significant business operations in Eastern Europe. In this regard, we expect to have an integrated business operation in Poland by the end of this calendar year. We believe Eastern Europe has great potential in the API business due to its entry into the common market and compliance with strict pharmaceutical regulations." Mr. Schwartz concluded, "Our strong financial position, with cash of $20.3 million, working capital of $71.2 million, no long-term debt and shareholders' equity of $84.2 million as of June 30, 2003, enables us to pursue these growth plans and provides a solid business platform. Without giving effect for the product launches currently underway since they are difficult to quantify at this point, as previously reported, we expect earnings of at least $0.20 per diluted share for the first quarter of fiscal 2004. For the second quarter, we anticipate earnings of $0.22 per diluted share, again without giving effect for new product launches. We look forward to reporting on the Company's continued development." CONFERENCE CALL Leonard S. Schwartz, Chairman, CEO, and President, and Douglas Roth, CFO, will conduct a conference call at 10:00 a.m. ET on Friday, September 5, 2003. Interested parties may participate in the call by dialing 800-563-1575 (973-582-2866 for international callers) - Please call in 10 minutes before the call is scheduled to begin, and ask for the Aceto call. The conference call will also be broadcast live over the Internet via the Investor Relations section (CONFERENCE CALLS) of the Company's website. To listen to the live call please go to the website at least 15 minutes early to register, download and install any necessary audio software. If you are unable to listen live, the conference call will be archived on the Company's website. A recorded phone replay of the call will also be available from 12:00 noon ET on Friday, September 5 2003 until 5:00 p.m. ET on Monday, September 8, 2003. Interested parties may dial 877-519-4471(973-341-3080 for international callers) and enter the code 4133625 for the phone replay. ABOUT ACETO Aceto Corporation, which was incorporated in 1947, is a global leader in the distribution and marketing of pharmaceutical and specialty chemicals used principally in the agricultural, color, pharmaceutical, surface coating/ink and general chemical industries. With offices in nine countries, Aceto Corporation distributes over 1,000 chemicals in these and other fields. For more information, please view our web slide show presentation. This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements are based on current expectations, estimates and projections made by management. The Company intends for the forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," or variations of such words are intended to identify such forward-looking statements. The forward looking statements contained in this press release include, but are not limited to, the plans to enhance market position through new product launches, advancement of globalization strategy, leveraging and enhancing sourcing capabilities, and development of regulatory support, as well as the earnings guidance for the Company's first and second quarters of fiscal 2004. All forward-looking statements in this press release are made as of the date hereof, and the Company assumes no obligation to update these forward-looking statements whether as a result of new information, future events or otherwise. The forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those set forth or implied by any forward-looking statements. These uncertainties include, but are not limited to, economic and political conditions in the United States and abroad, as well as other risks detailed in the Company's SEC reports, including the Company's Form 10-K and other filings. Copies of these filings are available through the SEC's electronic data gathering analysis and retrieval system (EDGAR) at www.sec.gov. ------------ CONTACT: -OR- INVESTOR RELATIONS COUNSEL: Aceto Corporation The Equity Group Inc. Leonard S. Schwartz, Chairman/CEO Loren G. Mortman Douglas Roth, CFO (212) 836-9604, (516) 627-6000 lmortman@equityny.com www.aceto.com --------------------- - ------------- Lauren Barbera (212) 836-9610, lbarbera@equityny.com --------------------- www.theequitygroup.com ----------------------
ACETO CORP. CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS EXPECT PER SHARE AMOUNTS) (UNAUDITED) FOURTH QUARTER ENDED YEAR ENDED JUNE 30, JUNE 30, 2003 2002 2003 2002 ------------- -------------- ---------------- -------------- Net Sales $ 68,060 $ 64,729 $ 271,276 $ 229,329 Cost of Sales 56,809 53,917 225,980 192,048 ------------- -------------- ---------------- -------------- Gross Profit 11,251 10,812 45,296 37,281 Gross Profit % 16.53% 16.70% 16.70% 16.26% Selling, General and Administrative Expense 8,630 8,136 32,359 29,945 ------------- -------------- ---------------- -------------- Operating Profit 2,621 2,676 12,937 7,336 Other Income (Expense) Net of Interest Expense 425 (9) 429 42 ------------- -------------- ---------------- -------------- Income before Income Taxes and Cumulative Effect of accounting change 3,046 2,667 13,366 7,378 Provision for Income Taxes 640 1,023 3,898 2,433 ------------- -------------- ---------------- -------------- Income before cumulative effect of accounting change 2,406 1,644 9,468 4,945 Cumulative effect of accounting change net of income taxes (1) - - 1,873 - ------------- -------------- ---------------- -------------- Net Income $ 2,406 $ 1,644 $ 7,595 $ 4,945 ------------- -------------- ---------------- -------------- Basic earnings per common share (2): Before accounting change $ 0.24 $ 0.17 $ 0.96 $ 0.51 Cumulative effect of accounting change $ - $ - $ 0.19 $ - ------------- -------------- ---------------- -------------- $ 0.24 $ 0.17 $ 0.77 $ 0.51 Diluted earnings per common share (2): Before accounting change $ 0.23 $ 0.17 $ 0.94 $ 0.50 Cumulative effect of accounting change $ - $ - $ 0.19 $ - ------------- -------------- ---------------- -------------- $ 0.23 $ 0.17 $ 0.75 $ 0.50 Weighted Average Shares Outstanding Basic 10,067 9,795 9,909 9,779 Diluted 10,453 9,875 10,117 9,833
(1) In accordance with SFAS142, any impairment loss resulting from the completion of the transitional impairment test of goodwill will be recognized as a cumulative effect of an accounting change and will be recognized in the first interim reporting period. (2) Retroactively adjusted to reflect a 3-for-2 stock dividend distributed on January 2, 2003 to common stockholders of record as of the close of business December 18, 2002. -----END PRIVACY-ENHANCED MESSAGE-----