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 4, 2016
| 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) (Zip Code) |
| (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):
| ¨ | 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 240.14a-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 4, 2016, Aceto Corporation, a New York corporation
(the “Registrant”), issued the attached press release that included financial information for its second quarter ended
December 31, 2015. 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
February 4, 2016
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 5, 2016 |
By: |
/s/ Salvatore Guccione |
|
| |
Salvatore Guccione |
| |
President and CEO |
EXHIBIT INDEX
| Exhibit No. |
|
Exhibits. |
| |
|
|
| 99.1 |
|
Press Release issued by Aceto Corporation dated February 4, 2016 |
Exhibit 99.1
 |
ACETO Corporation
4 Tri Harbor Court
Port Washington, New York 11050 |
| |
|
| “Sourcing
and Supplying Quality Products Worldwide” |
NEWS RELEASE |
| |
|
FOR IMMEDIATE RELEASE
ACETO Reports Fiscal 2016 Second
Quarter Results
PORT WASHINGTON, N.Y., February
4, 2016 — ACETO Corporation (Nasdaq: ACET), an international company engaged in the marketing, sale and distribution
of Human Health products, Pharmaceutical Ingredients and Performance Chemicals, announced today financial results for the second
quarter of fiscal 2016 ended December 31, 2015.
Second Quarter Fiscal 2016
versus Second Quarter Fiscal 2015
| · | Net sales of $131.7 million versus $123.8
million, a 6.4% increase |
| · | Gross profit of $35.9 million versus $30.0
million, a 19.5% increase |
| · | Net income of $8.3 million versus $6.6
million, a 25.2% increase |
| · | Diluted EPS of $0.28 versus $0.23, a 21.7%
increase |
| · | Non-GAAP Adjusted Net Income of $10.7
million versus $8.2 million, a 29.8% increase |
| · | Non-GAAP Adjusted EPS of $0.36 versus
$0.28, a 28.6% increase |
Management Commentary
“For the second quarter,
EPS growth on both a GAAP and non-GAAP basis outpaced net sales growth, demonstrating the operating leverage of our business model
and our ongoing transition towards human health,” said Sal Guccione, Chief Executive Officer of ACETO.
“Each of our three segments
delivered mid-single digit year-on-year sales growth while Human Health and Performance Chemicals produced robust gross profit
and gross margin gains. Growth in our Human Health segment was led by sales and gross profit gains in our Rising Pharmaceuticals
business. Pharmaceutical Ingredients’ sales increased on higher sales of APIs although gross profit and gross margin declined
primarily due to mix within APIs. Increased sales in Performance Chemicals reflected strong demand for agricultural protection
products, while gross profit and gross margin gains reflected a continued shift towards higher-margin products as well as some
lower product cost related to the devaluation of the Chinese currency.”
Mr. Guccione added, “For
the first half of fiscal 2016 we have produced solid results generally in line with our expectations. Looking ahead to the full
fiscal year, for our top-line growth we are now forecasting a low single-digit increase for fiscal 2016, down slightly from our
prior expectation of a mid-single digit increase. This change is due primarily to a reduction in expected revenue in Performance
Chemicals arising from the devaluation of the Chinese currency and lower than planned sales of certain specialty chemicals products.
Regarding earnings on a reported basis, we now anticipate GAAP net income growth for the year to be in the high single-digit to
low double-digit range, versus the previous low double-digit estimate, reflecting incremental non-cash interest expenses and other
costs associated with the convertible debt offering completed during the second quarter and potential increased competition in
our Rising Pharmaceuticals business.”
“Nevertheless, on a non-GAAP
adjusted basis, we continue to expect to achieve earnings growth in the low double-digit range,” Mr. Guccione concluded.
“In addition, consistent with previous projections, we continue to expect to generate higher sales and gross profit in the
second half of fiscal 2016 as compared to the first half of the fiscal year. Finally, based on our pipeline of projects at Rising
Pharmaceuticals, we continue to expect R&D spending between $8 million and $10 million for the year.”
Second Quarter Financial
Review
Net sales for the second quarter
of fiscal 2016 were $131.7 million, an increase of 6.4% from $123.8 million reported in the second quarter of fiscal 2015. On a
constant Euro currency basis net sales increased by 9.6% compared to the same quarter last year. Total Company gross profit was
$35.9 million, an increase of 19.5%, compared to $30.0 million in the second quarter of fiscal 2015. Gross margin for the second
quarter was 27.2% compared to 24.3% in the prior year period.
Human Health segment sales were
$59.0 million, an increase of 6.5%, compared to $55.4 million for the second quarter of fiscal 2015. The revenue increase was largely
due to an increase in sales at Rising which were partially offset by a sales decrease in our Nutritional business. Gross profit
for the Human Health segment was $21.7 million, an increase of 33.1%, compared to $16.3 million for the second quarter of fiscal
2015. Gross margin for the second quarter was 36.8%, compared to 29.5% in the prior year period. The increase in sales, gross profits
and margin was primarily related to price increases on certain Rising products taken in fiscal 2015.
Pharmaceutical Ingredients segment
sales were $34.3 million, an increase of 5.3%, compared to $32.6 million for the second quarter of fiscal 2015. The increase in
sales was due primarily to a rise in APIs sold abroad. Sales were adversely affected by the weakness of the Euro versus the US
dollar in this quarter as compared to the prior year’s period. The unfavorable impact of the Euro rate variance on the Pharmaceutical
Ingredients segment for the quarter compared to last year’s quarter was $2.6 million in sales and $0.5 million in gross profit.
Gross profit in the quarter was $6.1 million, an 11.8% decrease compared to $6.9 million for the second quarter of fiscal 2015.
Gross margin for the second quarter was 17.8%, compared to 21.3% in the prior year period. The decline in both gross profits and
margin was largely the result of a drop in sales volume of a certain API which typically yields a significantly higher gross margin.
Performance Chemicals segment
sales were $38.3 million, an increase of 7.2%, compared to $35.8 million for the second quarter of fiscal 2015, due primarily to
higher agricultural protection products sales. Gross profit was $8.0 million, an increase of 18.6%, compared to $6.8 million for
the second quarter of fiscal 2015. Gross margin was 20.9% for the second quarter compared to 18.9% in the prior year period. The
increase in gross profit and margin was primarily due to stronger gross profits in Specialty Chemicals resulting from a reduction
in sales of certain lower margin products, select price increases and product cost improvements resulting from the devaluation
of the Chinese Renminbi.
Total selling, general and administrative
expenses were relatively flat at $19.2 million compared to $19.0 million in the same period last year, a 1.5% increase. Research
and Development expenses in the second quarter totaled $2.5 million compared to $0.4 million in the prior year period. The majority
of R&D expenses are milestone based and could fluctuate quarterly.
Operating income totaled $14.1
million, an increase of 32.0% over the second quarter of fiscal 2015. Net income was $8.3 million, or $0.28 per diluted share,
compared to net income of $6.6 million, or $0.23 per diluted share, for the comparable quarter of fiscal 2015. Non-GAAP Adjusted
Net Income was $10.7 million in the second quarter, compared to $8.2 million in the prior period, a 29.8% increase. The non-GAAP
Adjusted Net Income included charges related to the issuance of the convertible debt that were incurred, for the first time, in
the current quarter. Non-GAAP Adjusted Earnings per Share were $0.36, compared to $0.28 in the year ago second quarter, a 28.6%
increase.
Conference Call
Management will host a conference
call to discuss the operating and financial results at 9:00am ET on Friday, February 5, 2016. To participate in the conference
call, please dial (800) 446-1671 or (847) 413-3362 approximately 10 minutes prior to the call. Please reference conference ID #
41729737.
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. ET on February 5, 2016 until 11:59 p.m. ET on February 12, 2016 and may be accessed by calling
(888) 843-7419 and referencing conference ID # 41729737. An archived replay of the conference call will also be available in the
investor relations section of the Company’s website.
Use of Non-GAAP Financial
Information
In addition to U.S. GAAP results,
this press release also includes certain non-GAAP financial measures as defined by the SEC. This measure, Adjusted Net Income,
represents net income excluding amortization of intangibles, debt extinguishment and transaction costs related to acquisitions.
These items should not be reviewed in isolation or considered substitutes of the Company’s financial results as reported
in accordance with GAAP. Due to the nature of these items, it is important to identify these items and to review them in conjunction
with the Company’s financial results reported in accordance with GAAP. The exclusion of these items also allows investors
to compare results of operations in the current period to prior periods’ results based on the Company’s fundamental
business performance and analyze the operating trends of the business. The exclusion of these items also allows management to evaluate
the performance of its business units.
Pursuant to the requirements
of Regulation G, reconciliations of Adjusted Net Income to U.S. GAAP net income are presented in the table Non-GAAP Reconciliation
of this press release.
About ACETO
ACETO Corporation, incorporated
in 1947 and with offices and operations in 10 countries, is engaged in the marketing, sale and distribution of Human Health products
(finished dosage form generics and nutraceuticals), Pharmaceutical Ingredients (pharmaceutical intermediates and active pharmaceutical
ingredients) and Performance Chemicals (specialty chemicals and agricultural protection products). ACETO's global operations, including
more than 35 employees in China and India, are distinctive in the industry and enable its worldwide sourcing and regulatory capabilities.
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 on Form 10-K
for the fiscal year ended June 30, 2015 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)
Aceto Corporation and Subsidiaries
Consolidated Statements of Income
(in thousands, except per share amounts)
| | |
(unaudited) | | |
(unaudited) | |
| | |
Three Months Ended | | |
Six Months Ended | |
| | |
December 31, | | |
December 31, | |
| | |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| Net sales | |
$ | 131,674 | | |
$ | 123,765 | | |
$ | 265,174 | | |
$ | 254,568 | |
| Cost of sales | |
| 95,806 | | |
| 93,746 | | |
| 194,725 | | |
| 196,898 | |
| Gross profit | |
| 35,868 | | |
| 30,019 | | |
| 70,449 | | |
| 57,670 | |
| Gross profit % | |
| 27.24 | % | |
| 24.25 | % | |
| 26.57 | % | |
| 22.65 | % |
| | |
| | | |
| | | |
| | | |
| | |
| Selling, general and administrative expenses | |
| 19,246 | | |
| 18,970 | | |
| 36,879 | | |
| 37,253 | |
| Research and development expenses | |
| 2,531 | | |
| 377 | | |
| 3,961 | | |
| 1,122 | |
| Operating income | |
| 14,091 | | |
| 10,672 | | |
| 29,609 | | |
| 19,295 | |
| | |
| | | |
| | | |
| | | |
| | |
| Other expense, net of interest expense | |
| (998 | ) | |
| (187 | ) | |
| (1,533 | ) | |
| (1,165 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Income before income taxes | |
| 13,093 | | |
| 10,485 | | |
| 28,076 | | |
| 18,130 | |
| Income tax provision | |
| 4,823 | | |
| 3,877 | | |
| 10,508 | | |
| 6,694 | |
| Net income | |
$ | 8,270 | | |
$ | 6,608 | | |
$ | 17,568 | | |
$ | 11,436 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net income per common share | |
$ | 0.28 | | |
$ | 0.23 | | |
$ | 0.60 | | |
$ | 0.40 | |
| | |
| | | |
| | | |
| | | |
| | |
| Diluted net income per common share | |
$ | 0.28 | | |
$ | 0.23 | | |
$ | 0.60 | | |
$ | 0.39 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average shares outstanding: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 29,115 | | |
| 28,740 | | |
| 29,049 | | |
| 28,679 | |
| Diluted | |
| 29,599 | | |
| 29,204 | | |
| 29,495 | | |
| 29,191 | |
Aceto Corporation and Subsidiaries
Consolidated Balance Sheets
(in thousands, except per-share amounts)
| | |
(unaudited) | | |
| |
| | |
December
31, 2015 | | |
June 30,
2015 | |
| | |
| | |
| |
| Assets | |
| | | |
| | |
| Current Assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 54,349 | | |
$ | 34,020 | |
| Investments | |
| 2,396 | | |
| 3,416 | |
| Trade receivables: less allowances for doubtful accounts: December 31, 2015 $610; and June 30, 2015 $691 | |
| 152,196 | | |
| 161,521 | |
| Other receivables | |
| 9,026 | | |
| 10,611 | |
| Inventory | |
| 105,575 | | |
| 95,596 | |
| Prepaid expenses and other current assets | |
| 3,482 | | |
| 3,096 | |
| Deferred income tax asset, net | |
| 2,153 | | |
| 2,050 | |
| | |
| | | |
| | |
| Total current assets | |
| 329,177 | | |
| 310,310 | |
| | |
| | | |
| | |
| Property and equipment, net | |
| 10,376 | | |
| 10,456 | |
| Property held for sale | |
| 6,574 | | |
| 6,574 | |
| Goodwill | |
| 67,853 | | |
| 67,870 | |
| Intangible assets, net | |
| 83,387 | | |
| 78,997 | |
| Deferred income tax asset, net | |
| 20,532 | | |
| 9,972 | |
| Other assets | |
| 6,495 | | |
| 5,595 | |
| | |
| | | |
| | |
| Total Assets | |
$ | 524,394 | | |
$ | 489,774 | |
| | |
| | | |
| | |
| Liabilities and Shareholders' Equity | |
| | | |
| | |
| | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Current portion of long-term debt | |
$ | 197 | | |
$ | 10,197 | |
| Accounts payable | |
| 57,441 | | |
| 54,962 | |
| Accrued expenses | |
| 44,956 | | |
| 59,841 | |
| Total current liabilities | |
| 102,594 | | |
| 125,000 | |
| | |
| | | |
| | |
| Long-term debt, net | |
| 115,885 | | |
| 99,960 | |
| Long-term liabilities | |
| 7,336 | | |
| 7,542 | |
| Environmental remediation liability | |
| 2,487 | | |
| 2,995 | |
| Deferred income tax liability | |
| 10,235 | | |
| 66 | |
| Total liabilities | |
| 238,537 | | |
| 235,563 | |
| | |
| | | |
| | |
| Commitments and contingencies | |
| | | |
| | |
| | |
| | | |
| | |
| Shareholders' equity: | |
| | | |
| | |
| Preferred stock, 2,000 shares authorized; no shares issued and outstanding | |
| - | | |
| - | |
| Common stock, $.01 par value: (75,000 shares authorized at December 31, 2015 and 40,000 shares authorized at June 30, 2015; 29,551 and 29,147 shares issued and outstanding at December 31, 2015 and June 30, 2015, respectively) | |
| 296 | | |
| 292 | |
| Capital in excess of par value | |
| 111,630 | | |
| 93,807 | |
| Retained earnings | |
| 181,215 | | |
| 167,208 | |
| Accumulated other comprehensive loss | |
| (7,284 | ) | |
| (7,096 | ) |
| Total shareholders' equity | |
| 285,857 | | |
| 254,211 | |
| | |
| | | |
| | |
| Total liabilities and shareholders' equity | |
$ | 524,394 | | |
$ | 489,774 | |
Aceto Corporation
Diluted Net Income Per Common Share Excluding
Charges (Non-GAAP Reconciliation)
(in thousands, except per share amounts)
| | |
(unaudited) Three
Months Ended
December 31, 2015 | | |
(unaudited)
Diluted Net
Income Per
Common Share
Three Months
Ended
December 31,
2015 | | |
(unaudited)
Three Months
Ended December
31, 2014 | | |
(unaudited)
Diluted Net
Income Per
Common Share
Three Months
Ended
December 31,
2014 | | |
(unaudited) Six
Months Ended
December 31, 2015 | | |
(unaudited)
Diluted Net
Income Per
Common Share
Six Months
Ended
December 31,
2015 | | |
(unaudited) Six
Months Ended
December 31,
2014 | | |
(unaudited)
Diluted Net
Income Per
Common Share
Six Months
Ended
December 31,
2014 | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Net income, as reported | |
$ | 8,270 | | |
$ | 0.28 | | |
$ | 6,608 | | |
$ | 0.23 | | |
$ | 17,568 | | |
$ | 0.60 | | |
$ | 11,436 | | |
$ | 0.39 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjustments: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Amortization of intangible assets | |
| 2,726 | | |
| 0.09 | | |
| 2,597 | | |
| 0.09 | | |
| 5,442 | | |
| 0.18 | | |
| 5,162 | | |
| 0.18 | |
| Amortization of debt discount (non-cash interest expense) | |
| 587 | | |
| 0.02 | | |
| - | | |
| - | | |
| 587 | | |
| 0.02 | | |
| - | | |
| - | |
| Amortization of debt issuance costs | |
| 104 | | |
| 0.00 | | |
| - | | |
| - | | |
| 104 | | |
| 0.00 | | |
| - | | |
| - | |
| Termination of interest rate swap | |
| 420 | | |
| 0.01 | | |
| - | | |
| - | | |
| 420 | | |
| 0.01 | | |
| - | | |
| - | |
| Separation and relocation costs | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 99 | | |
| 0.00 | |
| Step-up of inventory | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 209 | | |
| 0.01 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted income excluding charges | |
| 12,107 | | |
| 0.40 | | |
| 9,205 | | |
| 0.32 | | |
| 24,121 | | |
| 0.81 | | |
| 16,906 | | |
| 0.58 | |
| Adjustments to provision for income taxes | |
| 1,439 | | |
| 0.04 | | |
| 987 | | |
| 0.04 | | |
| 2,457 | | |
| 0.08 | | |
| 2,079 | | |
| 0.07 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Adjusted net income (Non-GAAP) | |
$ | 10,668 | | |
$ | 0.36 | | |
$ | 8,218 | | |
$ | 0.28 | | |
$ | 21,664 | | |
$ | 0.73 | | |
$ | 14,827 | | |
$ | 0.51 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Diluted weighted average shares outstanding | |
| 29,599 | | |
| 29,599 | | |
| 29,204 | | |
| 29,204 | | |
| 29,495 | | |
| 29,495 | | |
| 29,191 | | |
| 29,191 | |
NOTE: Items identified in the above table
are not in accordance with, or an alternative method for, generally accepted accounting principles (GAAP) in the United States.
These items should not be reviewed in isolation or considered substitutes of the Company's financial results as reported in accordance
with GAAP. Due to the nature of these items, it is important to identify these items and to review them in conjunction with the
Company's financial results reported in accordance with GAAP. The exclusion of these items also allows investors to compare results
of operations in the current period to prior period’s results based on the Company’s fundamental business performance
and analyze the operating trends of the business. The exclusion of these items also allows management to evaluate performance of
its business units.