-----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, B0rWSFbmdwBUNaC1yx4qls4Ws6c8TNu3gVf2oZIyVSMyS1U9RiShEPrbrr0CFv9a /jCmf58DdnhwQ75uXO4x8w== 0001188112-06-000314.txt : 20060209 0001188112-06-000314.hdr.sgml : 20060209 20060209090448 ACCESSION NUMBER: 0001188112-06-000314 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060209 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060209 DATE AS OF CHANGE: 20060209 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: 0205 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-04217 FILM NUMBER: 06590987 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-8939.txt 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): February 9, 2006 ---------------- Aceto Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 000-4217 11-1720520 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification Number) One Hollow Lane, Suite 201, Lake Success, New York 11042 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (516) 627-6000 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Indicate by check mark if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ____ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ____ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14-12) ____ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) ____ 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 February 9, 2006, Aceto Corporation, a New York corporation (the "Registrant"), issued the attached press release that included financial information for its second quarter of fiscal 2006. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K. The information contained in the press release is being furnished to the Commission and shall not be deemed incorporated by reference into any of the Registrant's registration statements or other filings with the Commission. Item 9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit 99.1 Press Release issued by Aceto Corporation dated February 9, 2006 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: February 9, 2006 By: /s/ Leonard S. Schwartz ---------------------------- Leonard S. Schwartz Chairman, CEO and President EXHIBIT INDEX Exhibit No. Exhibits. - ----------- --------- 99.1 Press Release issued by Aceto Corporation dated February 9, 2006 EX-99.1 2 tex99_1-8939.txt EX-99.1 Exhibit 99.1 ACETO CORPORATION ANNOUNCES SECOND QUARTER FINANCIAL RESULTS LAKE SUCCESS, NY - February 9, 2006 - Aceto Corporation (NASDAQ:ACET), a global distributor of chemically-derived pharmaceuticals, biopharmaceuticals, specialty chemicals and agrochemicals, today announced results of operations for its fiscal 2006 second quarter and six months ended December 31, 2005. Net sales for the second quarter were $69.5 million, compared to $76.7 million in the second quarter of fiscal year 2005. This decline reflects the previously disclosed decrease in sales of two active pharmaceutical ingredients (APIs) due to intense competition. Sales of those two products in the second quarter of fiscal year 2006 were $1.3 million, compared with $6.6 million in the second quarter of fiscal year 2005, a decrease of $5.3 million. Additionally, the Company's foreign subsidiaries, primarily its German and French operations, experienced a $3.4 million decrease in Health Sciences sales due to a shift in the demand pattern, as well as a modification of the French government's generic drug reimbursement policy, that caused delays in shipments. The Company believes it will recover a portion of these sales in future periods. Aceto's domestic API sales increased $1.4 million during the second quarter of fiscal 2006 as compared to the second quarter of last fiscal year. Net income was $1.5 million or $0.06 per diluted share in the second quarter of fiscal 2006 (which included a $0.01 per diluted share charge for exiting the facility previously occupied by the Company's former Institutional Sanitary Supplies segment) versus $2.0 million or $0.08 per diluted share in the same quarter last year. Net sales for the six months ended December 31, 2005 were $144.5 million compared to $157.2 million in the same period of the prior year, due to the aforementioned factors. Net income was $3.5 million or $0.14 per diluted share in the first half of fiscal 2006, compared to $5.3 million or $0.22 per diluted share in the same period of fiscal 2005. Aceto closed the second quarter in a strong financial position, highlighted by working capital of $97.4 million, no long-term debt, and shareholders' equity of $108.8 million at December 31, 2005. Leonard S. Schwartz, Chairman, CEO, and President of Aceto, stated, "Our results for the quarter were slightly ahead of our expectations, due in part to our successful efforts to cut SG&A expenses while maintaining full operational capability and efficiency. Excluding the $0.38 million one-time charge for exiting the Institutional Sanitary Supplies facility, SG&A was $9.3 million, which was the lowest quarterly level in two years. We expect to further reduce SG&A marginally in the coming quarters. While our core business is performing reasonably well, particularly in light of the continuing competitive market conditions in generic drugs, we are committed to expanding our business via our Strategic Growth Initiatives, which are as follows: o Veterinary Vaccines - Our submissions to the USDA for a range of vaccines for companion animals are in the final stages of review. We anticipate approval in May/June of this year and expect to commence commercial sales immediately thereafter, as we have a definitive marketing plan in place and are in contact with prospective customers. These products will be sold under the Aceto label, which is a first for the Company. o Human Biopharmaceuticals - We are pleased that progress has been made recently in the EU towards approval of a major generic biopharmaceutical and hope it will influence US regulators and Congress to create a pathway for approval in the US. This is sorely needed to combat the continuing rise of health care costs, particularly in biopharmaceuticals. We would like to caution that there is no definitive time frame for approval in the U.S. However, if the approval in the U.S occurs, we are prepared to capitalize on Aceto's unique position, with a range of 38 products that we can bring to market. o Finished Dosage Forms - We previously disclosed that we were investigating selling finished dosage forms directly into distribution channels. We can now report that we have identified eight viable products to date for this initiative, for which we have a highly qualified, long-standing supplier of APIs who has moved downstream to dosage forms. We are working to expand the range of products that we can offer, aiming to increase it to 20 products. Our work in the marketplace is continuing and we believe that, given the viability of supply, of which we are quite confident, we will enter distribution channels with finished dosage forms, sold either under our label or private labels of our customers. o Chemicals and Colorants - We are very pleased that the Chinese chemical industry continues its rapid growth and we are investing resources in an effort to bring new Chinese products to the US and European chemical markets. Aceto's strengths in sourcing and supplying a wide range of products are unique, and our considerable operations in Shanghai support this activity. o Agrochemicals - We are on track to launch four new products before the end of calendar 2007, as we have previously disclosed." Mr. Schwartz concluded, "In the third quarter of fiscal 2006, we expect to earn approximately $0.08 per diluted share. We continue to be optimistic about Aceto's long-term prospects and look forward to reporting on the Company's developments." 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 Thursday, February 9, 2006. Interested parties may participate in the call by dialing 888-787-0577 (706-679-3204 for international callers). Please call in 10 minutes before the call is scheduled to begin. The conference call will also be broadcast live over the Internet via the Investor Relations section (CONFERENCE CALLS) of Aceto's website. To listen to the live call please go to the website at least 15 minutes before the call to register, download and install any necessary audio software. The conference call will be archived on Aceto's website, and a recorded phone replay of the call will be available from 12:00 noon ET on Thursday, February 9, 2006, until 5:00 p.m. ET on Friday, February 10, 2006. Dial 800-642-1687 (706-645-9291 for international callers) and enter the code 4859940 for the phone replay. ABOUT ACETO Aceto Corporation, which was incorporated in 1947, is a global leader in the distribution and marketing of biopharmaceuticals, chemically-derived pharmaceuticals, specialty chemicals and agrochemicals used principally as raw materials in the agricultural, color, pharmaceutical, surface coating/ink and general chemical consuming industries. With offices in ten countries, Aceto distributes over 1,000 chemicals in these and other fields. 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. These 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 "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, statements regarding approval of applications for, and sales of, veterinary vaccines, emergence of a market for human generic biopharmaceuticals, entering distribution channels with finished dosage forms, continued rapid growth in the Chinese chemical industry, launching four new agrochemical products before the end of calendar 2007, results for the third quarter of fiscal year 2006, and prospects for long-term growth. All forward-looking statements in this press release are made as of the date of this press release, and Aceto assumes no obligation to update these forward-looking statements whether as a result of new information, future events or otherwise, other than as required by law. 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, the mix of products sold and the profit margins thereon, order cancellation or a reduction in orders from customers, competitive product offerings and pricing actions, the availability and pricing of key raw materials, dependence on key members of management, risk of entering into new European markets, continued successful integration of acquisitions, 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 at WWW.SEC.GOV. CONTACT: -OR- INVESTOR RELATIONS COUNSEL: Aceto Corporation The Equity Group Inc. Leonard S. Schwartz, Lauren Till Chairman/CEO/President (212) 836-9610, LTILL@EQUITYNY.COM Douglas Roth, CFO WWW.THEEQUITYGROUP.COM (516) 627-6000 WWW.ACETO.COM
ACETO CORP. CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) THREE MONTHS ENDED SIX MONTHS ENDED DECEMBER 31, DECEMBER 31, 2005 2004 2005 2004 ------------ ------------ ------------ ------------ Net sales $ 69,467 $ 76,738 $ 144,460 $ 157,187 Cost of sales 57,999 63,456 120,489 130,390 ------------ ------------ ------------ ------------ Gross profit 11,468 13,282 23,971 26,797 Gross profit % 16.51% 17.31% 16.59% 17.05% Selling, general and administrative expenses 9,657 10,189 20,019 19,619 ------------ ------------ ------------ ------------ Operating income 1,811 3,093 3,952 7,178 Other income, net of interest expense 358 286 1,117 815 ------------ ------------ ------------ ------------ Income from continuing operations before income taxes 2,169 3,379 5,069 7,993 Provision for income taxes 622 989 1,521 2,234 ------------ ------------ ------------ ------------ Income from continuing operations 1,547 2,390 3,548 5,759 Loss from discontinued operations, net of taxes - (438) (27) (431) ------------ ------------ ------------ ------------ Net income $ 1,547 $ 1,952 $ 3,521 $ 5,328 ============ ============ ============ ============ Basic income per common share: Income from continuing operations $ 0.06 $ 0.10 $ 0.15 $ 0.24 Loss from discontinued operations $ - $ (0.02) $ - $ (0.02) Net income $ 0.06 $ 0.08 $ 0.15 $ 0.22 Diluted income per common share: Income from continuing operations $ 0.06 $ 0.10 $ 0.14 $ 0.23 Loss from discontinued operations $ - $ (0.02) $ - $ (0.01) Net income $ 0.06 $ 0.08 $ 0.14 $ 0.22 Weighted average shares outstanding: Basic 24,273 24,163 24,280 24,145 Diluted 24,557 24,722 24,595 24,690
ACETO CORP. CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) December 31, 2005 June 30, 2005 (unaudited) ----------------- ------------- ASSETS Current Assets: Cash in banks $ 23,561 $ 19,950 Investments 5,003 5,068 Trade receivables: less allowances for doubtful accounts: Dec, $432; June $427 50,684 49,636 Other receivables 1,254 1,421 ----------------- ------------- 51,938 51,057 Inventory 51,930 51,722 Prepaid expenses and other current assets 1,500 821 Assets held for sale - 242 Deferred income tax benefit, net 2,799 2,780 ----------------- ------------- Total current assets 136,731 131,640 Long-term notes receivable 591 624 Property and equipment, net 5,399 5,543 Goodwill 1,703 1,720 Intangible assets,net 3,798 3,153 Deferred income tax benefit, net 2,220 3,626 Other assets 2,615 2,722 ----------------- ------------- Total Assets $ 153,057 $ 149,028 ================= ============= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Drafts and acceptances payable $ 2,409 $ 2,462 Short term bank loans - 126 Accounts payable 23,579 24,783 Note payable - related party 500 500 Accrued expenses 12,845 9,474 Liabilities related to assets held for sale - 46 ----------------- ------------- Total current liabilities 39,333 37,391 Long-term liabilites 4,734 3,811 Minority interest 157 171 ----------------- ------------- Total liabilities 44,224 41,373 Commitments and contingencies Shareholders' equity: Common stock, $.01 par value: (40,000 shares authorized; 25,644 shares issued; 24,222 and 24,282 shares outstanding at Dec. 31, 2005 and June 30, 2005, respectively) 256 256 Capital in excess of par value 56,727 56,903 Retained earnings 64,568 62,864 Treasury stock, at cost: (1,422 and 1,362 shares at Dec. 31, 2005 and June 30, 2005, respectively) (13,735) (13,505) Accumulated other comprehensive income 1,017 1,137 ----------------- ------------- Total shareholders' equity 108,833 107,655 ----------------- ------------- Total liabilities and shareholders' equity $ 153,057 $ 149,028 ================= =============
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