UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2009
Commission file number 000-04217
ACETO CORPORATION
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of
incorporation or organization)
11-1720520
(I.R.S. Employer Identification
Number)
One Hollow Lane, Lake Success, NY 11042
(Address of principal executive offices)
(516) 627-6000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:
Common Stock, par value $.01 per share
(Title of Class)
The NASDAQ Global Select Market
(Name of each exchange on which registered)
Securities registered pursuant to Section 12 (g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act.
Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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 [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every
interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).Yes [ ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ]
Accelerated filer [X]
Non-accelerated filer [ ]
Smaller reporting company [ ]
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
The aggregate market value of the voting stock of the Company held by non-affiliates of the Company based on the closing
price of the common stock on December 31, 2008 as reported on the NASDAQ Global Select Market, was approximately
$243,028,716.
The Registrant has 24,770,678 shares of common stock outstanding as of September 3, 2009.
Documents incorporated by reference: The information required in response to Part III of this Annual Report on Form 10-K
is hereby incorporated by reference to the specified portions of the Registrant’s definitive proxy statement for the annual
meeting of shareholders to be held on December 3, 2009.
2
ACETO CORPORATION AND SUBSIDIARIES
FORM 10-K
FOR THE FISCAL YEAR ENDED JUNE 30, 2009
TABLE OF CONTENTS
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Submission of Matters to a Vote of Security Holders
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions and Director Independence
Principal Accountant Fees and Services
Exhibits, Financial Statement Schedules
PART I.
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV.
Item 15.
Signatures
3
PART I
CAUTIONARY STATEMENT RELATING TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
This Annual Report on Form 10-K and the information incorporated by reference includes “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.
We intend those forward looking-statements to be covered by the safe harbor provisions for forward-looking statements. All
statements regarding our expected financial position and operating results, our business strategy, our financing plans and the
outcome of any contingencies are forward-looking statements. Any such forward-looking statements are based on current
expectations, estimates and projections about our industry and our business. Words such as “anticipates,” “expects,”
“intends,” “plans,” “believes,” “seeks,” “estimates,” or variations of those words and similar expressions are intended to
identify such forward-looking statements. 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. Factors that could cause
actual results to differ materially from forward-looking statements include, but are not limited to, unforeseen environmental
liabilities, international military conflicts, the mix of products sold and their profit margins, 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, continued successful integration of acquisitions, receipt of regulatory
approvals, risks of entering into new European markets, and economic and political conditions in the United States and
abroad. We undertake no obligation to update any such forward-looking statements, other than as required by law.
In this Annual Report, all dollar amounts are expressed in thousands, except share prices and per-share amounts.
NOTE REGARDING DOLLAR AMOUNTS
Item 1. Business
General
Aceto Corporation, together with its consolidated subsidiaries, are referred to herein collectively as “Aceto”, “Company”,
“we”, “us”, and “our” unless the content indicates otherwise. Aceto was incorporated in 1947 in the State of New York. We
are a global leader in the sourcing, quality assurance, regulatory support, marketing and distribution of chemically derived
pharmaceuticals, biopharmaceuticals, specialty chemicals and crop protection products. Our fiscal 2009 results were
impacted by the economic environment that we operate in, which continues to be quite turbulent. According to a June 16,
2009 Federal Reserve statistical release, domestic manufacturing output was more than 15% below its year-earlier level and
decreased 1.0% in the month of May. Our business is organized along product lines into three principal segments: Health
Sciences, Chemicals & Colorants and Crop Protection.
The Health Sciences segment is our largest segment in terms of both sales and gross profits. Products that fall within this
segment include active pharmaceutical ingredients (APIs), pharmaceutical intermediates, nutraceuticals and
biopharmaceuticals.
We typically partner with both customers and suppliers years in advance of a drug coming off patent to provide the generic
equivalent. We believe we have a pipeline of new APIs poised to reach commercial levels over the coming years as the
patents on existing drugs expire, both in the United States and Europe. In addition, we continue to explore opportunities to
provide a second-source option for existing generic drugs with approved abbreviated new drug applications (ANDAs). The
opportunities that we are looking for are to supply the APIs for the more mature generic drugs where pricing has stabilized
following the dramatic decreases in price that these drugs experienced after coming off patent. As is the case in the generic
industry, the entrance into the market of other generic competition generally has a negative impact on the pricing of the
affected products. By leveraging our worldwide sourcing, quality assurance and regulatory capabilities, we believe we can
be an alternative lower cost, second-source provider of existing APIs to generic drug companies.
According to an IMS Health press release on April 22, 2009, the value of the global pharmaceutical market is expected to
grow 2.5% – 3.5% in 2009; two percentage points lower than previously indicated last October, as deterioration in the global
economic environment continues to affect market demand. The updated forecast predicts global pharmaceutical sales
decreasing 8.5% from the October 2008 forecast to $750 billion for the year, down from the $820 billion forecast in October
2008. The sector will continue to feel the impact of the economic climate, but to a lesser extent than many other industries,
through 2010 when a rebound is expected.
4
The Chemicals & Colorants segment is a major supplier to the many different industries that require outstanding performance
from chemical raw materials and additives. Products that fall within this segment include intermediates for dyes, pigments
and agrochemicals. We provide chemicals used to make plastics, surface coatings, textiles, lubricants, flavors and fragrances.
Many of our raw materials are also used in high-tech products like high-end electronic parts (circuit boards and computer
chips) and binders for specialized rocket fuels. We are currently responding to the changing needs of our customers in the
color producing industry by taking our resources and knowledge downstream as a supplier of select organic pigments.
According to the Federal Reserve statistical release described above, the production index for durable goods contracted at an
annual rate of more than 30% for the quarter ended March 31, 2009.
According to the American Chemistry Council, leading indicators of global industrial production continue to suggest a
slowing down of activity. Through April 2009, on a year-over-year basis, global chemical industry production decreased by
10.5%.
The Crop Protection segment sells herbicides, fungicides, insecticides, and other agricultural chemicals to customers,
primarily located in the United States and Western Europe. In fiscal 2009, we continued to add products to our Crop
Protection portfolio when we received EPA registrations for Halosulfuron and Glyphosate. Glyphosate is the largest selling
herbicide for both crop and non crop use sold in the United States. We plan to begin marketing Glyphosate for the 2010
growing season. In addition, we have two other products that we have already filed with the EPA for registrations and several
other products that we plan to file for registrations with the EPA in fiscal 2010. Our plan is to continue to develop this
pipeline and bring to market additional products in a similar manner. In May 2008, we sold an insecticide product to its
patent owner in conjunction with litigation settlement involving an expired license.
According to the US Department of Agriculture, total acreage planted in 2009 decreased by 1.2% to almost 321 million acres.
The number of peanut acres planted in 2009 was down sharply; almost 30% from 2008 levels, and sugar cane acreage was
down 1.6% from 2008.
Our main business strengths are sourcing, quality assurance, regulatory support, marketing and distribution. In fiscal 2009,
we developed an industrial brand for Aceto called “Enabling Quality Worldwide” and are marketing this brand globally.
With a physical presence in ten countries, we distribute over 1000 pharmaceuticals and chemicals used principally as raw
materials in the pharmaceutical, agricultural, color, surface coating/ink and general chemical consuming industries. We
believe that we are currently the largest buyer of pharmaceutical and specialty chemicals for export from China, purchasing
from over 500 different manufacturers.
Our presence in China, Germany, France, the Netherlands, Singapore, India, Hong Kong, Japan, Vietnam, the United
Kingdom and the United States, along with strategically located warehouses worldwide, enable us to respond quickly to
demands from customers worldwide, assuring that a consistent, high-quality supply of pharmaceutical, biopharmaceutical,
specialty chemicals and crop protection products are readily accessible. We are able to offer our customers competitive
pricing, continuity of supply, and quality control. We believe our 60 plus years of experience, our reputation for reliability
and stability, and our long-term relationships with suppliers have fostered loyalty among our customers.
Long-lived assets by geographic region as of June 30, 2009, 2008, and 2007 were as follows:
United States
Europe
Asia-Pacific
Total
Long-lived assets
2008
2009
$ 4,729
$11,445
3,734
3,120
3,252
3,063
$11,715
$17,628
2007
$ 5,229
3,967
2,847
$12,043
We remain confident about our business prospects. We anticipate organic growth through our plans to enter the market for
companion animal vaccines, the market for finished dosage form generic drugs, the Japanese pharmaceutical market, the
continued globalization of our Chemicals & Colorants business, the further globalization of our nutraceutical business, the
expansion of our crop protection segment by acquisition of product lines and intellectual property, the continued
enhancement of our sourcing operations in China and India, and the steady improvement of our quality assurance and
regulatory capabilities.
5
We believe our track record of continuous product introductions demonstrates our commitment to be recognized by the
worldwide generic pharmaceutical industry as an important, reliable supplier. Our plans involve seeking strategic
acquisitions that enhance our earnings and forming alliances with partners that add to our capabilities, when possible.
Information concerning revenue and gross profit attributable to each of our reportable segments is found in Part II, Item 7,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and in Note 18 to the
Consolidated Financial Statements, Part II, Item 8, “Financial Statements and Supplementary Data.”
Products and Customers
During the fiscal years ended June 30, 2009 and 2008, approximately 70% and 67%, respectively, of our purchases were
from Asia and approximately 17% and 19%, respectively, were from Europe.
Our customers are primarily located throughout the United States, Europe and Asia. They include a wide range of companies
in the industrial chemical, agricultural, and health science industries, and range from small trading companies to Fortune 500
companies. During fiscal years 2009 and 2008, sales made to customers in the United States totaled $158,696 and $165,287,
respectively. Sales made to customers outside the United States during fiscal years 2009 and 2008 totaled $163,950 and
$194,304, respectively, of which, approximately 57% and 58%, respectively, were to customers located in Europe.
The chemical industry is highly competitive. We compete by offering high-quality products produced around the world by
both large and small manufacturers at attractive prices. Because of our long standing relationships with many suppliers as
well as our sourcing operations in both China and India, we are able to ensure that any given product is manufactured at a
facility that is appropriate for that product. For the most part, we store our inventory of chemicals in public warehouses
strategically located throughout the United States, Europe, and Asia, and we can therefore fill orders rapidly from inventory.
We have developed ready access to key purchasing, research, and technical executives of our customers and suppliers. This
allows us to ensure that when necessary, sourcing decisions can be made quickly.
No single product or customer accounted for as much as 10% of net sales in fiscal years 2009, 2008 or 2007. No single
supplier accounted for as much as 10% of purchases in fiscal 2009 and 2008.
We hold no patents, licenses, franchises or concessions that we consider material to our operations.
A subsidiary of the Company markets certain agricultural chemicals which are subject to the Federal Insecticide, Fungicide
and Rodenticide Act (FIFRA). FIFRA requires that test data be provided to the EPA to register, obtain and maintain
approved labels for pesticide products. The EPA requires that follow-on registrants of these products compensate the initial
registrant for the cost of producing the necessary test data on a basis prescribed in the FIFRA regulations. Follow-on
registrants do not themselves generate or contract for the data. However, when FIFRA requirements mandate that new test
data be generated to enable all registrants to continue marketing a pesticide product, often both the initial and follow-on
registrants establish a task force to jointly undertake the testing effort. The Company is presently a member of several such
task force groups, which requires payments for such memberships. In addition, in connection with our crop protection
business, the Company plans to acquire product registrations and related data filed with the United States Environmental
Protection Agency to support such registrations and other supporting data for three products. The acquisition of these product
registrations and related data filed with the United States Environmental Protection Agency as well as payments to various
task force groups could approximate $6,300 over the next fiscal year.
Employees
At June 30, 2009, we had 221 employees, none of whom were covered by a collective bargaining agreement.
Item 1A. Risk factors
You should carefully consider the following risk factors and other information included in this Annual Report. The risks and
uncertainties described below are not the only ones we face. Additional risks and uncertainties not currently known to us or
that we currently deem immaterial may also impair our business operations. If any of the following risk factors occur, our
business, financial condition, operating results and cash flows could be materially adversely affected.
6
If we are unable to compete effectively with our competitors, many of which have greater market presence and resources
than us, our profitability and financial condition will be adversely affected.
Our financial condition and operating results are directly related to our ability to compete in the intensely competitive
worldwide chemical market. We face intense competition from global and regional distributors of chemical products, many
of which are large chemical manufacturers as well as distributors. Many of these companies have substantially greater
resources than us, including greater financial, marketing and distribution resources. We cannot assure you that we will be
able to compete successfully with any of these companies. In addition, increased competition could result in price reductions,
reduced margins and loss of market share for our services, all of which would adversely affect our business, results of
operations and financial condition.
Our distribution operations of APIs concentrate on generic products and therefore are subject to the risks of the generic
industry.
The ability of our business to provide consistent, sequential quarterly growth is affected, in large part, by our participation in
the launch of new products by generic manufacturers and the subsequent advent and extent of competition encountered by
these products. This competition can result in significant and rapid declines in pricing with a corresponding decrease in net
sales. Our margins can also be affected by the risks inherent to the generic industry.
Healthcare reform and a reduction in the reimbursement levels by governmental authorities, HMOs, MCOs or other third-
party payors may adversely affect our business.
Third party payors increasingly challenge pricing of pharmaceutical products. The trend toward managed healthcare, the
growth of organizations such as HMOs and MCOs and legislative proposals to reform healthcare and government insurance
programs could significantly influence the purchase of pharmaceutical products, resulting in lower prices and a reduction in
product demand. Such cost containment measures and healthcare reform could affect our ability to sell our products and
could have a material adverse effect on our business, results of operations, financial condition and cash flows.
We may incur significant uninsured environmental and other liabilities inherent in the chemical distribution industry that
would have a negative effect on our financial condition.
The business of distributing chemicals is subject to regulation by numerous federal, state, local, and foreign governmental
authorities. These regulations impose liability for loss of life, damage to property and equipment, pollution and other
environmental damage that may occur in our business. Many of these regulations provide for substantial fines and
remediation costs in the event of chemical spills, explosions and pollution. While we believe that we are in substantial
compliance with all current laws and regulations, we can give no assurance that we will not incur material liabilities that
exceed our insurance coverage or that such insurance will remain available on terms and at rates acceptable to us.
Additionally, if existing environmental and other regulations are changed, or additional laws or regulations are passed, the
cost of complying with those laws may be substantial, thereby adversely affecting our financial performance.
In fiscal years 2009, 2008 and 2007, the Company received letters from the Pulvair Site Group, a group of potentially
responsible parties (PRP Group) who are working with the State of Tennessee (the State) to remediate a contaminated
property in Tennessee called the Pulvair site. The PRP Group has alleged that Aceto shipped hazardous substances to the site
which were released into the environment. The State had begun administrative proceedings against the members of the PRP
Group and Aceto with respect to the cleanup of the Pulvair site and the group has begun to undertake cleanup. The PRP
Group is seeking a settlement of approximately $1,700 from the Company for its share to remediate the site contamination.
Although the Company acknowledges that it shipped materials to the site for formulation over twenty years ago, the
Company believes that the evidence does not show that the hazardous materials sent by Aceto to the site have significantly
contributed to the contamination of the environment and thus believes that, at most, it is a de minimus contributor to the site
contamination. Accordingly, the Company believes that the settlement offer is unreasonable. The impact of the resolution of
this matter on the Company's results of operations in a particular reporting period is not known. However, management
believes that the ultimate outcome of this matter will not have a material adverse effect on the Company's financial condition
or liquidity.
Our subsidiary, Arsynco, has environmental remediation obligations in connection with its former manufacturing facility in
Carlstadt, New Jersey. Estimates of how much it would cost to remediate environmental contamination at this site have
increased since the facility was closed in 1993. If the actual costs are significantly greater than estimated, it could have a
material adverse effect on our financial condition, operating results and cash flows.
7
In March 2006, Arsynco received notice from the EPA of its status as a PRP under the Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA) for a site described as the Berry’s Creek Study Area. Arsynco is one
of over 150 PRPs which have potential liability for the required investigation and remediation of the site. The estimate of the
potential liability is not quantifiable for a number of reasons, including the difficulty in determining the extent of
contamination and the length of time remediation may require. In addition, any estimate of liability must also consider the
number of other PRPs and their financial strength. Based on prior practice in similar situations, it is possible that the State
may assert a claim for natural resource damages with respect to the Arsynco site itself, and either the federal government or
the State (or both) may assert claims against Arsynco for natural resource damages in connection with Berry's Creek; any
such claim with respect to Berry's Creek could also be asserted against the approximately 150 PRPs which the EPA has
identified in connection with that site. Any claim for natural resource damages with respect to the Arsynco site itself may
also be asserted against BASF, the former owners of the Arsynco property. Since an amount of the liability cannot be
reasonably estimated at this time, no accrual is recorded for these potential future costs. The impact of the resolution of this
matter on the Company’s results of operations in a particular reporting period is not known. However, management believes
that the ultimate outcome of this matter will not have a material adverse effect on the Company’s financial condition or
liquidity.
The distribution and sale of some of our products are subject to prior governmental approvals and thereafter ongoing
governmental regulation.
Our products are subject to laws administered by federal, state and foreign governments, including regulations requiring
registration and approval of many of our products. More stringent restrictions could make our products less desirable, which
would adversely affect our revenues and profitability. Some of our products are subject to the EPA registration and re-
registration requirements, and are registered in accordance with FIFRA. Such registration requirements are based, among
other things, on data demonstrating that the product will not cause unreasonable adverse effects on human health or the
environment when used according to approved label directions. Governmental regulatory authorities have required, and may
require in the future, that certain scientific data requirements be performed on our products and this may require us on our
behalf or in joint efforts with other registrants to perform additional testing. Responding to such requirements may cause
delays in or the cessation of the sales of one or more of our products which would adversely affect our profitability. We can
provide no assurance that any testing approvals or registrations will be granted on a timely basis, if at all, or that our
resources will be adequate to meet the costs of regulatory compliance or that the economic benefit of complying with the
requirement will exceed our cost.
Tax legislation and assessments by various tax authorities may be materially different than the amounts we have provided for
in our consolidated financial statements.
We are regularly audited by federal, state, and foreign tax authorities. From time to time, these audits may result in proposed
assessments. While we believe that we have adequately provided for any such assessments, future settlements may be
materially different than we have provided for and thereby adversely affect our earnings and cash flows.
We operate in various tax jurisdictions, and although we believe that we have provided for income and other taxes in
accordance with the relevant regulations, if the applicable regulations were ultimately interpreted differently by a taxing
authority, we may be exposed to additional tax liabilities. Our effective tax rate is based on our expected geographic mix of
earnings, statutory rates, intercompany transfer pricing, and enacted tax rules. Significant judgment is required in determining
our effective tax rate and in evaluating our tax positions on a worldwide basis. We believe our tax positions, including
intercompany transfer pricing policies, are consistent with the tax laws in the jurisdictions in which we conduct our business.
It is possible that these positions may be challenged by jurisdictional tax authorities and may have a significant impact on our
effective tax rate. In addition, from time to time, various legislative initiatives may be proposed that could adversely affect
our tax positions. There can be no assurance that our effective tax rate will not be adversely affected by these initiatives.
Changes in tax rules may adversely affect our future reported financial results or the way we conduct our business.
Our future reported financial results may be adversely affected if tax or accounting rules regarding unrepatriated earnings
change. The Obama administration recently announced several proposals to reform United States tax rules, including
proposals that may result in a reduction or elimination of the deferral of United States tax on our unrepatriated earnings,
potentially requiring those earnings to be taxed at the United States federal income tax rate.
8
Our acquisition strategy is subject to a number of inherent risks, including the risk that our acquisitions may not be
successful.
We continually seek to expand our business through acquisitions of other companies that complement our own and through
joint ventures, licensing agreements and other arrangements. Any decision regarding strategic alternatives would be subject
to inherent risks, and we cannot guarantee that we will be able to identify the appropriate opportunities, successfully
negotiate economically beneficial terms, successfully integrate any acquired business, retain key employees, or achieve the
anticipated synergies or benefits of the strategic alternative selected. Acquisitions can require significant capital resources
and divert our management’s attention from our existing business. Additionally, we may issue additional shares in connection
with a strategic transaction, thereby diluting the holdings of our existing common shareholders, incur debt or assume
liabilities, become subject to litigation, or consume cash, thereby reducing the amount of cash available for other purposes.
Any acquisition that we make could result in a substantial charge to our earnings.
We have previously incurred charges to our earnings in connection with acquisitions, and may continue to experience charges
to our earnings for any acquisitions that we make, including impairment charges. These costs may also include substantial
severance and other closure costs associated with eliminating duplicate or discontinued products, employees, operations and
facilities. These charges could have a material adverse effect on our results of operations for particular quarterly periods and
they could possibly have an adverse impact on the market price of our common stock.
Our revenue stream and related gross profit is difficult to predict.
Our revenue stream is difficult to predict because it is primarily generated as customers place orders and customers can
change their requirements or cancel orders. Many of our sales orders are short-term and may be cancelled at any time. As a
result, much of our revenue is not recurring from period to period, which contributes to the variability of our results from
period to period. In addition, certain of our products carry a higher gross margin than other products, particularly in the
Health Sciences segment. Reduced sales of these higher margin products could have a significant impact on our operating
results. We believe that quarter-to-quarter comparisons of our operating results are not a good indication of our future
performance.
Our operating results may fluctuate in future quarters, which may adversely affect the trading price of our common stock.
Our operating results will fluctuate on a quarterly basis as a result of a number of factors, including the timing of contracts,
orders, the delay or cancellation of a contract, and changes in government regulations. Any one of these factors could have a
significant impact on our quarterly results. In some quarters, our revenue and operating results may fall below the
expectations of securities analysts and investors, which would likely cause the trading price of our common stock to decline.
Failure to obtain products from outside manufacturers could adversely affect our ability to fulfill sales orders to our
customers.
We rely on outside manufacturers to supply products for resale to our customers. Manufacturing problems, including
manufacturing delays caused by plant shutdowns may occur with these and other outside sources. If such problems occur, we
cannot assure that we will be able to deliver our products to our customers profitably or on time.
Our business is subject to a number of global economic risks.
As widely reported, financial markets in the United States, Europe and Asia have been experiencing extreme disruption,
including, among other things, extreme volatility in security prices, severely diminished liquidity and credit availability,
rating downgrades of certain investments and declining valuations of others. Governments have taken unprecedented actions
intending to address extreme market conditions that include severely restricted credit and declines in values of certain assets.
An economic downturn in the businesses or geographic areas in which we sell our products could reduce demand for our
products and result in a decrease in revenue that could have a negative impact on our results of operations. Continued
volatility and disruption of financial markets in the United States, Europe and Asia could limit our customers’ ability to
obtain adequate financing or credit to purchase our products or to maintain operations, and result in a decrease in revenue that
could have a negative impact on our results of operations.
9
Our potential liability arising from our commitment to indemnify our directors, officers and employees could adversely affect
our earnings and financial condition.
We have committed in our bylaws to indemnify our directors, officers and employees against the reasonable expenses
incurred by these persons in connection with an action brought against him or her in such capacity, except in matters as to
which he or she is adjudged to have breached a duty to us. The maximum potential amount of future payments we could be
required to make under this provision is unlimited. While we have ”directors and officers” insurance policies that covers a
portion of this potential exposure, we may be adversely affected if we are required to pay damages or incur legal costs in
connection with a claim above our insurance limits.
Our business may give rise to product liability claims not covered by insurance or indemnity agreements.
The marketing, distribution and use of chemical products involves substantial risk of product liability claims. A successful
product liability claim that we have not insured against, that exceeds our levels of insurance or that we are not indemnified
for may require us to pay a substantial amount of damages. In the event that we are forced to pay such damages, this payment
may have a material adverse effect on our financial and operating results.
Our business may be adversely affected by terrorist activities.
Our business depends on the free flow of products and services through the channels of commerce. Instability due to
military, terrorist, political and economic actions in other countries could materially disrupt our overseas operations and
export sales. In fiscal years 2009 and 2008, approximately 52% and 54%, respectively, of our revenues were attributable to
operations conducted abroad and to sales generated from the United States to foreign countries. In addition, in fiscal year
2009, approximately 70% and 17% of our purchases came from Asia and Europe, respectively. In addition, in certain
countries where we currently operate or export, intend to operate or export, or intend to expand our operations; we could be
subject to other political, military and economic uncertainties, including labor unrest, restrictions on transfers of funds and
unexpected changes in regulatory environments.
We derive many of our products from China and changes in the political and economic policies of China’s government could
have a significant impact upon the business we may be able to conduct in China and our results of operations and financial
condition.
Our business operations may be adversely affected by the current and future political environment in China. China has
operated as a socialist state since the mid-1900s and is controlled by the Communist Party of China. The Chinese government
exerts substantial influence and control over the manner in which companies, such as ours, must conduct our business
activities in China. China has only permitted provincial and local economic autonomy and private economic activities since
1988. The government of China has exercised and continues to exercise substantial control over virtually every sector of the
Chinese economy, through regulation and state ownership. Our ability to conduct business in China may be adversely
affected by changes in Chinese laws and regulations, including those relating to taxation, import and export tariffs, raw
materials, environmental regulations, land use rights, property and other matters. Under its current leadership, the
government of China has been pursuing economic reform policies that encourage private economic activity and greater
economic decentralization. There is no assurance, however, that the government of China will continue to pursue these
policies, or that it will not significantly alter these policies from time to time without notice.
China’s laws and regulations governing our current business operations in China are sometimes vague and uncertain. Any
changes in such laws and regulations may have a material and adverse effect on our business.
China’s legal system is a civil law system based on written statutes, in which system decided legal cases have little value as
precedents unlike the common law system prevalent in the United States. There are substantial uncertainties regarding the
interpretation and application of China’s laws and regulations, including but not limited to the laws and regulations
governing the conduct of business in China, or the enforcement and performance of arrangements with customers and
suppliers in the event of the imposition of statutory liens, death, bankruptcy and criminal proceedings. The Chinese
government has been developing a comprehensive system of commercial laws, and considerable progress has been made in
introducing laws and regulations dealing with economic matters such as foreign investment, corporate organization and
governance, commerce, taxation and trade. However, because these laws and regulations are relatively new, and because of
the limited volume of published cases and judicial interpretation and their lack of force as precedents, interpretation and
enforcement of these laws and regulations involve significant uncertainties. New laws and regulations that affect existing and
proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or
10
new laws or regulations may have on our business in China. If the relevant authorities find that we are in violation of China’s
laws or regulations, they would have broad discretion in dealing with such a violation, including, without limitation: (i)
levying fines and (ii) requiring that we discontinue any portion or all of our business in China.
The promulgation of new laws, changes to existing laws and the pre-emption of local regulations by national laws may
adversely affect foreign businesses conducting business in China. However, the trend of legislation over the last 20 years has
significantly enhanced the protection of foreign businesses in China. There can be no assurance that a change in leadership,
social or political disruption, or unforeseen circumstances affecting China’s political, economic or social life, will not affect
China’s government’s ability to continue to support and pursue these reforms. Such a shift could have a material adverse
effect on our business and prospects.
Fluctuations in foreign currency exchange rates may adversely affect our results of operations and financial condition.
A substantial portion of our revenue is denominated in currencies other than the U.S. dollar because certain of our foreign
subsidiaries operate in their local currencies. Our results of operations and financial condition may therefore be adversely
affected by fluctuations in the exchange rate between foreign currencies and the U.S. dollar.
We rely heavily on key executives for our financial performance.
Our financial performance is highly dependent upon the efforts and abilities of our key executives. The loss of the services of
any of our key executives could therefore have a material adverse effect upon our financial position and operating results.
We do not maintain “key-man” insurance on any of our key executives.
Violations of cGMP and other government regulations could have a material adverse affect on our business, financial
condition and results of operations.
All facilities and manufacturing techniques used to manufacture pharmaceutical products for clinical use or for commercial
sale in the United States must be operated in conformity with current Good Manufacturing Practices ("cGMP") regulations as
required by the FDA. Our suppliers’ facilities are subject to scheduled periodic regulatory and customer inspections to ensure
compliance with cGMP and other requirements applicable to such products. A finding that we had materially violated these
requirements could result in one or more regulatory sanctions, loss of a customer contract, disqualification of data for client
submissions to regulatory authorities and a mandated closing of our suppliers’ facilities, which in turn could have a material
adverse effect on our business, financial condition and results of operations.
Litigation may harm our business and our management and financial resources.
Substantial, complex or extended litigation could cause us to incur large expenditures and could distract our management.
For example, lawsuits by employees, stockholders, collaborators, distributors, customers, or end-users of our products or
services could be very costly and substantially disrupt our business. Disputes from time to time with such companies or
individuals are not uncommon, and we cannot assure you that we will always be able to resolve such disputes out of court or
on favorable terms.
The market price of our stock could be volatile.
The market price of our common stock has been subject to volatility and may continue to be volatile in the future, due to a
variety of factors, including:
•
•
•
•
•
•
•
•
quarterly fluctuations in our operating income and earnings per share results
technological innovations or new product introductions by us or our competitors
economic conditions
disputes concerning patents or proprietary rights
changes in earnings estimates and market growth rate projections by market research analysts
sales of common stock by existing security holders
loss of key personnel
securities class actions or other litigation
The market price for our common stock may also be affected by our ability to meet analysts' expectations. Any failure to
meet such expectations, even slightly, could have an adverse effect on the market price of our common stock. In addition, the
11
stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market
prices of securities issued by many companies for reasons unrelated to the operating performance of these companies.
Incidents related to hazardous materials could adversely affect our business.
Portions of our operations require the controlled use of hazardous materials. Although we are diligent in designing and
implementing safety procedures to comply with the standards prescribed by federal, state, and local regulations, the risk of
accidental contamination of property or injury to individuals from these materials cannot be completely eliminated. In the
event of such an incident, we could be liable for any damages that result, which could adversely affect our business.
There are inherent uncertainties involved in estimates, judgments and assumptions used in preparing financial statements in
accordance with U.S. generally accepted accounting principles. Any changes in the estimates, judgments and assumptions
we use could have a material adverse effect on our financial position and results of operations.
The consolidated financial statements included in the periodic reports we file with the SEC are prepared in accordance with
U.S. generally accepted accounting principles (“GAAP”). Preparing financial statements in accordance with GAAP involves
making estimates, judgments and assumptions that affect reported amounts of assets, liabilities, revenues, expenses and
income. Estimates, judgments and assumptions are inherently subject to change, and any such changes could result in
corresponding changes to the reported amounts.
Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have an
adverse effect on our business and stock price.
Section 404 of the Sarbanes-Oxley Act requires us to evaluate annually the effectiveness of our internal controls over
financial reporting as of the end of each fiscal year and to include a management report assessing the effectiveness of our
internal controls over financial reporting in our annual report. Section 404 also requires our independent registered public
accounting firm to report on our internal controls over financial reporting. If we fail to maintain the adequacy of our internal
controls, we cannot assure you that we will be able to conclude in the future that we have effective internal controls over
financial reporting. If we fail to maintain effective internal controls, we might be subject to sanctions or investigation by
regulatory authorities, such as the Securities and Exchange Commission or NASDAQ. Any such action could adversely
affect our financial results and the market price of our common stock and may also result in delayed filings with the
Securities and Exchange Commission.
Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.
Complying with changing laws, regulations and standards relating to corporate governance and public disclosure, including
the Sarbanes-Oxley Act of 2002 and new SEC regulations will require the Company to expend additional resources. We are
committed to maintaining the highest standards of corporate governance and public disclosure. As a result, we will continue
to invest necessary resources to comply with evolving laws, regulations and standards, and this investment may result in
increased expenses and a diversion of management time and attention from revenue-generating activities.
Available information
We file annual, quarterly, and current reports, proxy statements, and other information with the U.S. Securities and Exchange
Commission. You may read and copy any document we file at the SEC’s public reference room at 100 F Street, NE,
Washington, D.C. 20549 on official business days between 10AM and 3PM.
You may call the SEC at 1-800-SEC-0330 for information on the public reference room. The SEC maintains a website that
contains annual, quarterly, and current reports, proxy statements, and other information that issuers (including Aceto) file
electronically with the SEC. The SEC’s website is www.sec.gov.
Our website is www.aceto.com. We make available free of charge through our Internet site, via a link to the SEC’s website
at www.sec.gov, our annual reports on Form 10-K; quarterly reports on Form 10-Q; current reports on Form 8-K; Forms 3, 4
and 5 filed on behalf of our directors and executive officers; and any amendments to those reports and forms. We make these
filings available as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The
information on our website is not incorporated by reference into this Annual Report.
12
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our general headquarters and main sales office occupy approximately 26,000 gross square feet of leased space in an office
building in Lake Success, New York. The lease expires in April 2011.
In November 2007, we purchased approximately 2,300 gross square meters of land along with 12,000 gross square feet of
office space in Mumbai, India.
Arsynco’s former manufacturing facility is located on a 12-acre parcel in Carlstadt, New Jersey, that it owns. This parcel
contains one building with approximately 5,000 gross square feet of office space.
In November 2004, we purchased approximately 1,300 gross square meters of office space located in Shanghai, China for our
sales offices and investment purposes.
We also lease office space in Hamburg, Germany; Düsseldorf, Germany; Heemskerk, the Netherlands; Paris, France; Lyon,
France and Singapore. These offices are used for sales and administrative purposes.
We believe that our properties are generally well maintained, in good condition and adequate for our present needs.
Item 3. Legal Proceedings.
We are subject to various claims that have arisen in the normal course of business. We do not know what impact the final
resolution of these matters will have on our results of operations in a particular reporting period. We believe, however, that
the ultimate outcome of such matters will not have a material adverse effect on our financial condition or liquidity.
In fiscal years 2009, 2008 and 2007, the Company received letters from the Pulvair Site Group, a group of potentially
responsible parties (PRP Group) who are working with the State of Tennessee (the State) to remediate a contaminated
property in Tennessee called the Pulvair site. The PRP Group has alleged that Aceto shipped hazardous substances to the site
which were released into the environment. The State had begun administrative proceedings against the members of the PRP
Group and Aceto with respect to the cleanup of the Pulvair site and the group has begun to undertake cleanup. The PRP
Group is seeking a settlement of approximately $1,700 from the Company for its share to remediate the site contamination.
Although the Company acknowledges that it shipped materials to the site for formulation over twenty years ago, the
Company believes that the evidence does not show that the hazardous materials sent by Aceto to the site have significantly
contributed to the contamination of the environment and thus believes that, at most, it is a de minimus contributor to the site
contamination. Accordingly, the Company believes that the settlement offer is unreasonable. The impact of the resolution of
this matter on the Company's results of operations in a particular reporting period is not known. However, management
believes that the ultimate outcome of this matter will not have a material adverse effect on the Company's financial condition
or liquidity.
In March 2006, Arsynco received notice from the EPA of its status as a PRP under the Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA) for a site described as the Berry’s Creek Study Area. Arsynco is one
of over 150 PRPs which have potential liability for the required investigation and remediation of the site. The estimate of the
potential liability is not quantifiable for a number of reasons, including the difficulty in determining the extent of
contamination and the length of time remediation may require. In addition, any estimate of liability must also consider the
number of other PRPs and their financial strength. Based on prior practice in similar situations, it is possible that the State
may assert a claim for natural resource damages with respect to the Arsynco site itself, and either the federal government or
the State (or both) may assert claims against Arsynco for natural resource damages in connection with Berry's Creek; any
such claim with respect to Berry's Creek could also be asserted against the approximately 150 PRPs which the EPA has
identified in connection with that site. Any claim for natural resource damages with respect to the Arsynco site itself may
also be asserted against BASF, the former owners of the Arsynco property. Since an amount of the liability cannot be
reasonably estimated at this time, no accrual is recorded for these potential future costs. The impact of the resolution of this
matter on the Company’s results of operations in a particular reporting period is not known. However, management believes
that the ultimate outcome of this matter will not have a material adverse effect on the Company’s financial condition or
liquidity.
13
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of our security holders during the fourth quarter of the fiscal year covered by this Annual
Report.
PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
Our common stock is traded on the NASDAQ Global Select Market using the symbol “ACET.” The following table states
the fiscal year 2009 and 2008 high and low sales prices of our common stock as reported by the NASDAQ Global Select
Market for the periods indicated.
HIGH
LOW
FISCAL YEAR 2009
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
FISCAL YEAR 2008
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
$10.25
11.04
11.70
7.66
$ 9.82
9.39
8.43
8.52
$ 6.53
6.40
4.86
5.21
$ 8.28
7.51
5.79
6.60
Cash dividends of $0.10 per common share were paid in January and June of fiscal 2009. Cash dividends of $0.10 per
common share were paid in January 2008, cash dividends of $0.05 per common share were paid in March 2008 and cash
dividends of $0.10 per common share were paid in June of 2008. Cash dividends of $0.075 per common share were paid in
January 2007 and cash dividends of $0.10 per common share were paid in June of 2007.
As of September 3, 2009, there were 513 holders of record of our common stock.
22,702 shares of our common stock were held by the nominee of the Depository Trust Company, the country's principal
central depository. For purposes of determining the number of owners of our common stock, those shares are considered to
be owned by one holder. Additional individual holdings in street name result in a sizable number of beneficial owners being
represented on our records as owned by various banks and stockbrokers.
The following table states certain information with respect to our equity compensation plans at June 30, 2009:
Plan category
Equity compensation plans
approved by security holders
Equity compensation plans not
approved by security holders
Total
Number of securities to
be issued upon exercise
of outstanding options
Weighted-average
exercise price of
outstanding options
Number of securities
remaining available for
future issuance under
equity compensation plans
2,903
-
2,903
$7.74
-
$7.74
129
-
129
14
Performance Graph
The following graph compares on a cumulative basis the yearly percentage change, assuming dividend reinvestment, over the
last five fiscal years in (a) the total shareholder return on our common stock with (b) the total return on the Standard & Poor’s
500 Index and (c) the total return on a published line-of-business index – the Dow Jones U.S. Chemicals Index (the “Peer
Group”).
The following graph assumes that $100 had been invested in each of the Company, the Standard & Poor’s 500 Index and the
Peer Group on June 30, 2004. The stock price performance included in this graph is not necessarily indicative of future stock
price performance.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
Among Aceto Corporation, The S&P 500 Index
And The Dow Jones US Chemicals Index
$200
$180
$160
$140
$120
$100
$80
$60
$40
$20
$0
6/04
6/05
6/06
6/07
6/08
6/09
Aceto Corporation
S&P 500
Dow Jones US Chemicals
ASSUMES $100 INVESTED ON JUNE 30, 2004
ASSUMES DIVIDEND REINVESTMENT
FISCAL YEAR ENDING JUNE 30, 2009
June 30, 2004
June 30, 2005
June 30, 2006
June 30, 2007
June 30, 2008
June 30, 2009
Aceto Corporation
100
65
61
83
71
64
S&P 500 Index
100
106
116
139
121
89
Dow Jones U.S.
Chemicals
100
110
117
154
179
117
15
Item 6. Selected Financial Data
(In thousands, except per-share amounts)
Fiscal years ended June 30,
2009
2008
2007
2006
2005
Net sales
Operating income
Income from continuing operations
Net income
$322,646
11,893
8,629
8,629
$359,591
21,377
13,473
13,473
$313,473
15,064
10,212
10,212
$297,328
12,429
9,264
9,237
$313,431
11,590
10,625
10,015
At year end
Working capital
Total assets
Long-term liabilities
Shareholders’ equity
Income per common share(1)
Basic income per common share
from continuing operations
Basic income per common share
from net income
Diluted income per common share
from continuing operations
Diluted income per common share
from net income
Cash dividends
$124,709
205,464
16,959
141,568
$128,786
222,243
16,836
140,409
$112,930
188,478
15,548
124,827
$104,707
166,592
15,140
115,053
$ 94,249
149,028
3,982
107,655
$0.35
$0.35
$0.35
$0.35
$0.20
$0.55
$0.55
$0.54
$0.54
$0.25
$0.42
$0.42
$0.41
$0.41
$0.175
$0.38
$0.38
$0.38
$0.38
$0.15
$0.44
$0.41
$0.43
$0.41
$0.15
(1) Adjusted for stock splits, effected in the form of dividends, as appropriate.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executive Summary
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is
intended to provide the readers of our financial statements with a narrative discussion about our business. The MD&A is
provided as a supplement to and should be read in conjunction with our financial statements and the accompanying notes.
Our fiscal 2009 results were impacted by the economic environment that we operate in, which continues to be quite turbulent.
According to a June 16, 2009 Federal Reserve statistical release, domestic manufacturing output was more than 15% below
its year-earlier level and decreased 1.0% in the month of May. We are reporting a $9,484 decrease in operating income to
$11,893 for the year ended June 30, 2009 as compared to $21,377 for the prior year. Net sales for fiscal 2009 were $322,646,
a decrease of $36,945 from fiscal 2008. This decrease in net sales also impacted our gross profit, which decreased $11,685 to
$55,620 for fiscal 2009. Our net income decreased to $8,629, or $0.35 per diluted share, a decrease of $4,844 or 36.0%
compared to fiscal year 2008.
Our financial position as of June 30, 2009, remains strong, as we had cash, cash equivalents and short-term investments of
$58,302, working capital of $124,709, no long-term debt and shareholders’ equity of $141,568.
Our business is separated into three principal segments: Health Sciences, Chemicals & Colorants and Crop Protection. The
Health Sciences segment is our largest segment in terms of both sales and gross profits. Products that fall within this segment
include APIs, pharmaceutical intermediates, nutraceuticals and biopharmaceuticals.
We typically partner with both customers and suppliers years in advance of a drug coming off patent to provide the generic
equivalent. We believe we have a pipeline of new APIs poised to reach commercial levels over the coming years as the
16
patents on existing drugs expire, both in the United States and Europe. In addition, we continue to explore opportunities to
provide a second-source option for existing generic drugs with ANDAs. The opportunities that we are looking for are to
supply the APIs for the more mature generic drugs where pricing has stabilized following the dramatic decreases in price that
these drugs experienced after coming off patent. As is the case in the generic industry, the entrance into the market of other
generic competition generally has a negative impact on the pricing of the affected products. By leveraging our worldwide
sourcing, quality assurance and regulatory capabilities, we believe we can be an alternative lower cost, second-source
provider of existing APIs to generic drug companies.
The Chemicals & Colorants segment is a major supplier to the many different industries that require outstanding performance
from chemical raw materials and additives. Products that fall within this segment include intermediates for dyes, pigments
and agrochemicals. We provide chemicals used to make plastics, surface coatings, textiles, lubricants, flavors and fragrances.
Many of our raw materials are also used in high-tech products like high-end electronic parts (circuit boards and computer
chips) and binders for specialized rocket fuels. We are currently responding to the changing needs of our customers in the
color producing industry by taking our resources and knowledge downstream as a supplier of select organic pigments.
The Crop Protection segment sells herbicides, fungicides, insecticides, and other agricultural chemicals to customers,
primarily located in the United States and Western Europe. In fiscal 2009, we continued to add products to our Crop
Protection portfolio when we received EPA registrations for Halosulfuron and Glyphosate. Glyphosate is the largest selling
herbicide for both crop and non crop use sold in the United States. We plan to begin marketing Glyphosate for the 2010
growing season. In addition, we have two other products that we have already filed with the EPA for registrations and several
other products that we plan to file for registrations with the EPA in fiscal 2010. Our plan is to continue to develop this
pipeline and bring to market additional products in a similar manner. In May 2008, we sold an insecticide product to its
patent owner in conjunction with litigation settlement involving an expired license.
Our main business strengths are sourcing, quality assurance, regulatory support, marketing and distribution. In fiscal 2009,
we developed an industrial brand for Aceto called “Enabling Quality Worldwide” and are marketing this brand globally.
With a physical presence in ten countries, we distribute over 1000 pharmaceuticals and chemicals used principally as raw
materials in the pharmaceutical, agricultural, color, surface coating/ink and general chemical consuming industries. We
believe that we are currently the largest buyer of pharmaceutical and specialty chemicals for export from China, purchasing
from over 500 different manufacturers.
In this MD&A, we explain our general financial condition and results of operations, including the following:
•
•
•
•
•
factors that affect our business
our earnings and costs in the periods presented
changes in earnings and costs between periods
sources of earnings
the impact of these factors on our overall financial condition
As you read this MD&A, refer to the accompanying consolidated statements of income, which present the results of our
operations for the three years ended June 30, 2009. We analyze and explain the differences between periods in the specific
line items of the consolidated statements of income.
Critical Accounting Estimates and Policies
This discussion and analysis of our financial condition and results of operations is based on our consolidated financial
statements, which have been prepared in accordance with U.S. generally accepted accounting principles. In preparing these
financial statements, we were required to make estimates and assumptions that affect the amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and liabilities. We regularly evaluate our estimates
including those related to allowances for bad debts, inventories, goodwill and indefinite-life intangible assets, long-lived
assets, environmental and other contingencies, income taxes and stock-based compensation. We base our estimates on
various factors, including historical experience, advice from outside subject-matter experts, and various assumptions that we
believe to be reasonable under the circumstances, which together form the basis for our making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these
estimates.
We believe the following critical accounting policies affected our more significant judgments and estimates used in preparing
these consolidated financial statements.
17
Revenue Recognition
We recognize revenue from sales of any product when it is shipped and title and risk of loss pass to the customer. We have
no acceptance or other post-shipment obligations and we do not offer product warranties or services to our customers.
Sales are recorded net of returns of damaged goods from customers, which historically have been immaterial, and
sales incentives offered to customers. Sales incentives consist primarily of volume incentive rebates. We record
volume incentive rebates as the underlying revenue transactions that result in progress by the customer in earning the
rebate are recorded, in accordance with Emerging Issues Task Force (EITF) 01-09, “Accounting for Consideration
Given by a Vendor to a Customer (Including a Reseller of the Vendor's Products).”
Allowance for Doubtful Accounts
We maintain allowances for doubtful accounts relating to estimated losses resulting from customers being unable to make
required payments. Allowances for doubtful accounts are based on historical experience and known factors regarding
specific customers and the industries in which those customers operate. If the financial condition of our customers were to
deteriorate, resulting in their ability to make payments being impaired, additional allowances would be required.
Inventories
Inventories, which consist principally of finished goods, are stated at the lower of cost (first-in first-out method) or market.
We write down our inventories for estimated excess and obsolete goods by an amount equal to the difference between the
carrying cost of the inventory and the estimated market value based upon assumptions about future demand and market
conditions. A significant sudden increase in demand for our products could result in a short-term increase in the cost of
inventory purchases, while a significant decrease in demand could result in an increase in the excess inventory quantities on-
hand. Additionally, we may overestimate or underestimate the demand for our products which would result in our
understating or overstating, respectively, the write-down required for excess and obsolete inventory. Although we make
every effort to ensure the accuracy of our forecasts of future product demand, any significant unanticipated changes in
demand could have a significant impact on the value of our inventory and reported operating results.
Goodwill and Other Indefinite-Lived Intangible Assets
Goodwill is calculated as the excess of the cost of purchased businesses over the value of their underlying net assets. Other
indefinite-lived intangible assets principally consist of trademarks. Goodwill and other indefinite-lived intangible assets are
not amortized.
In accordance with Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets,”
we test goodwill and other indefinite-lived intangible assets for impairment on at least an annual basis. To determine the fair
value of these intangible assets, we use many assumptions and estimates that directly impact the results of the testing. In
making these assumptions and estimates, we use industry-accepted valuation models and set criteria that are reviewed and
approved by various levels of management. If our estimates or our related assumptions change in the future, we may be
required to record impairment charges for these assets.
Long-Lived Assets
In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” long-lived assets and
certain identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Identifiable intangible assets principally consist of customer
relationships, product rights and related intangibles, EPA registrations and related data, patent license and covenants not to
compete. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to
future undiscounted net cash flows expected to be generated by the asset. Recoverability of assets held for sale is measured
by comparing the carrying amount of the assets to their estimated fair value. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of
the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
18
Environmental and Other Contingencies
We establish accrued liabilities for environmental matters and other contingencies when it is probable that a liability has been
incurred and the amount of the liability can reasonably be estimated. If the contingency is resolved for an amount greater or
less than the accrual, or our share of the contingency increases or decreases, or other assumptions relevant to the development
of the estimate were to change, we would recognize an additional expense or benefit in income in the period that the
determination was made.
Taxes
We account for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes.” SFAS No. 109 establishes
financial accounting and reporting standards for the effects of income taxes that result from an enterprise’s activities during
the current and preceding years. It requires an asset-and-liability approach to financial accounting and reporting of income
taxes.
As of June 30, 2009, we had current net deferred tax assets of $507 and non-current net deferred tax assets of $1,875. These
net deferred tax assets have been recorded based on our projecting that we will have sufficient future earnings to realize these
assets, and the net deferred tax assets have been provided for at currently enacted income tax rates. If we determine that we
will not be able to realize a deferred tax asset, an adjustment to the deferred tax asset will result in a reduction of net income
at that time.
Deferred taxes have not been provided on the majority of undistributed earnings of foreign subsidiaries since substantially all
of these earnings are expected to be permanently reinvested in our foreign operations. A deferred tax liability is recognized
when we expect that we will recover those undistributed earnings in a taxable manner, such as through receipt of dividends or
sale of the investments. In June 2009, we repatriated $6,000 of earnings from certain foreign subsidiaries resulting in a tax
charge of approximately $159. At this time, we do not expect any further repatriation of earnings from our foreign
subsidiaries. Determination of the amount of the unrecognized U.S. income tax liability on undistributed earnings is not
practical because of the complexities of the hypothetical calculation. In addition, unrecognized foreign tax credit
carryforwards would be available to reduce a portion of such U.S. tax liability.
Stock-based Compensation
With the adoption of SFAS No. 123(R) on July 1, 2005, we are required to record the fair value of stock-based compensation
awards as an expense. In order to determine the fair value of stock options on the date of grant, we apply the Black-Scholes
option-pricing model, including an estimate of forfeitures. Inherent in this model are assumptions related to expected stock-
price volatility, risk-free interest rate, expected life and dividend yield. Expected stock-price volatility is based on the
historical daily price changes of the underlying stock which are obtained from public data sources. The risk-free interest rate
is based on U.S. Treasury issues with a term equal to the expected life of the option. We use historical data to estimate
expected dividend yield, expected life and forfeiture rates. In fiscal 2007, we utilized the “simplified” method prescribed in
SEC Staff Accounting Bulletin No. 107 to estimate the expected life. For stock option grants issued during fiscal 2009, we
used an expected stock-price volatility of 48.0% and an expected life of 5.6 years.
19
Results of Operations
Fiscal Year Ended June 30, 2009 Compared to Fiscal Year Ended June 30, 2008
Net Sales by Segment
Year ended June 30,
Segment
2009
2008
Net sales
% of
total
Net sales
% of
Total
Comparison 2009
Over/(Under) 2008
%
change
$
change
Health Sciences
Chemicals & Colorants
Crop Protection
$187,569
116,906
18,171
58.1%
36.3
5.6
$211,481
129,662
18,448
58.8%
36.1
5.1
$ (23,912)
(12,756)
(277)
(11.3)%
(9.8)
(1.5)
Net sales
$322,646 100.0%
$359,591
100.0%
$ (36,945)
(10.3)%
Gross Profit by Segment
Year ended June 30,
Segment
2009
Gross % of
Sales
Profit
2008
Gross
Profit
% of
sales
Comparison 2009
Over/(Under) 2008
%
change
$
Change
Health Sciences
Chemicals & Colorants
Crop Protection
$33,619
17,631
4,370
17.9%
15.1
24.0
$44,612
18,782
3,911
21.1%
14.5
21.2
$(10,993)
(1,151)
459
(24.6)%
(6.1)
11.7
Gross profit
$55,620
17.2%
$67,305
18.7%
$ (11,685)
(17.4)%
20
Net Sales
Net sales decreased $36,945, or 10.3%, to $322,646 for the year ended June 30, 2009, compared with $359,591 for the prior
year. We reported sales decreases in each of our three segments, as explained below.
Health Sciences
Net sales for the Health Sciences segment decreased by $23,912 for the year ended June 30, 2009, to $187,569, which
represents an 11.3% decrease over net sales of $211,481 for the prior year. This decrease is due to various factors including
decreased sales from our foreign operations of $13,336, specifically our German and Singapore operations, due primarily to
certain customers controlling inventory spending due to the economic recession. Sales of domestic pharmaceutical
intermediates, which represent key components used in the manufacture of certain drug products declined by $5,472. Sales
in our domestic generics product group decreased by $8,820. As previously mentioned, the forecast for global pharmaceutical
sales has declined from the prior prediction. In addition, we saw a decrease in reorders of existing products. We expect this
difficult market to continue into the upcoming months. The overall decrease in sales for the Health Sciences segment is
offset, in part, by an increase in sales of $3,522 of our domestic nutraceutical products, which represent raw materials used in
the production of nutritional supplements.
Chemicals & Colorants
Net sales for the Chemicals & Colorants segment were $116,906 for the year ended June 30, 2009, compared to $129,662 for
the prior year. Our chemical business is diverse in terms of products, customers and consuming markets and is directly
impacted by the overall difficult market conditions we are facing which resulted in our sales in the Chemicals and Colorants
segment to decline 9.8% from the prior year. The decrease in sales from this segment is attributable to decreased sales of
$3,644 in chemicals used in aroma products, a decline of $1,956 in sales of color pigments, a $3,636 drop in chemicals used
to produce surface coatings, a $1,224 decrease in miscellaneous organic chemicals and reduced sales of agricultural, dye,
pigment and other intermediates which together decreased $3,968. Sales of Chemicals and Colorants from our foreign
operations also declined by $993 due to reduced demand. These decreases are partially offset by an increase of $1,498 in
sales of chemicals utilized in the food, beverage and cosmetic industries and a $1,250 increase in sales of polymer additives.
Crop Protection
Net sales for the Crop Protection segment decreased to $18,171 for the year ended June 30, 2009, a slight decrease of $277,
or 1.5%, over net sales of $18,448 for the prior year. The decrease over the prior year is due to a decline in sales of a
herbicide which is primarily used on peanuts as the peanut acreage has decreased from 2008. Sales in the Crop Protection
segment also declined due to decreased sales of our sprout inhibitor products, which are utilized on potato crops, as well as
an insecticide in which we were involved in an antitrust case related to certain licensed technology. In May 2008, we sold
this insecticide product to its patent owner in conjunction with litigation settlement involving an expired license. The
decrease in Crop Protection sales is offset in part, by the launch of Halosulfuron, a herbicide used to control sedge on rice,
vegetables and turf and ornamental grasses and an increase in sales of Asulam, a herbicide used on sugar cane.
Gross Profit
Gross profit by segment decreased $11,685 to $55,620 (17.2% of net sales) for the year ended June 30, 2009, as compared to
$67,305 (18.7% of net sales) for the prior year.
Health Sciences
Health Sciences’ gross profit of $33,619 for the year ended June 30, 2009 decreased by $10,993, or 24.6%, over the prior
year. The gross margin declined to 17.9% for the year ended June 30, 2009 compared to 21.1% for the prior period. The
decrease in gross profit was attributable to the overall decline in sales volume and the decrease in gross margin primarily
related to unfavorable product mix on both our domestic pharmaceutical intermediates and domestic nutraceutical products,
as well as on our Health Sciences products sold by our foreign operations, specifically Germany and Singapore. Gross profit
for the domestic pharmaceutical intermediates declined by $1,139 and gross profit for our domestic nutraceutical products
declined by $455. Our foreign operations experienced a drop in gross profit of $7,792 over the prior year.
21
Chemicals & Colorants
Gross profit for the year ended June 30, 2009, decreased by $1,151, or 6.1%, over the prior year. The decrease in the gross
profit is due to primarily sales volume decline in our domestic operations. Gross margin was 15.1% for the year ended June
30, 2009 compared to 14.5% for the prior period.
Crop Protection
Gross profit for the Crop Protection segment increased to $4,370 for the year ended June 30, 2009, versus $3,911 for the
prior year, an increase of $459 or 11.7%. Gross margin for the year ended June 30, 2009 was 24.0% compared to the prior
year gross margin of 21.2%. This increase primarily relates to Halosulfuron, in which the Company first commenced sales on
this product in the third quarter of 2009.
Selling, General and Administrative Expenses
Selling, general and administrative expenses (SG&A) decreased $1,848, or 4.1%, to $43,574 for the year ended June 30,
2009 compared to $45,422 for the prior year. As a percentage of sales, SG&A increased to 13.5% for the year ended June 30,
2009 versus 12.6% for the prior year. The decrease in SG&A is partially attributed to a decrease of $1,343 in legal expenses
from the prior year for which there is no comparable amount in the current year. These legal costs in the prior year related to
an antitrust case that we previously commenced against the owner of certain licensed technology used with one of our crop
protection products, which was settled in May 2008. SG&A experienced a $590 drop in sales and marketing expenses, which
is directly related to the decline in sales. In addition, in connection with the environmental remediation obligation for
Arsynco, in July 2009, the Company entered into a settlement agreement with the former owners of the Arsynco property.
Accordingly, the Company recorded a gain of $550, which is included in SG&A, related to past environmental costs. These
decreases in SG&A are partially offset by higher bad debt expense of $309 as a result of additional reserves.
Research and Development Expenses
Research and development expenses (R&D) decreased $353 over the prior period to $153 for the year ended June 30, 2009
due to the abandonment of R&D related to two finished dosage form generic pharmaceutical products that were to be
distributed in Europe.
Operating Income
Fiscal 2009 operating income was $11,893 compared to $21,377 in the prior year, a decrease of $9,484 or 44.4%. This
decrease was due to the overall decrease in gross profit of $11,685 offset by a $2,201 decline in R&D expenses and SG&A.
Interest and Other Income, Net
Interest and other income, net was $937 for the year ended June 30, 2009, which was relatively consistent to the amount of
$957 that was in the prior year.
Provision for Income Taxes
The effective tax rate for fiscal 2009 decreased to 32.2% from 39.3% for fiscal 2008. The decrease in the effective tax rate
was primarily due to German tax reform, which was enacted in August 2007, that reduced the German corporate headline tax
rate for businesses from 40% to 30%, as well as implementing a cap on interest deductions and tightening the tax basis for
trade tax income. This tax rate reduction became effective for tax years ending after January 1, 2008. Due to the future
reduction in the overall German tax rate, the deferred income tax asset was revalued during the month of enactment of the tax
reform, which was in the first quarter of fiscal 2008, and therefore was reduced by approximately $1,429. The decrease in the
effective tax rate from the prior period is partially offset by charges, including an approximate $159 tax charge related to the
repatriation of earnings from certain foreign subsidiaries. At this time, we do not expect any further repatriation of earnings
from our foreign subsidiaries.
22
Results of Operations
Fiscal Year Ended June 30, 2008 Compared to Fiscal Year Ended June 30, 2007
Net Sales by Segment
Year ended June 30,
Segment
2008
2007
Net sales
% of
total
Net sales
% of
Total
Comparison 2008
Over/(Under) 2007
%
change
$
change
Health Sciences
Chemicals & Colorants
Crop Protection
$211,481
129,662
18,448
58.8%
36.1
5.1
$170,691
123,299
19,483
54.5%
39.3
6.2
$ 40,790
6,363
(1,035)
23.9%
5.2
(5.3)
Net sales
$359,591 100.0%
$313,473
100.0%
$46,118
14.7%
Gross Profit by Segment
Year ended June 30,
Segment
2008
Gross % of
Sales
Profit
2007
Gross
Profit
% of
sales
Comparison 2008
Over/(Under) 2007
%
change
$
Change
Health Sciences
Chemicals & Colorants
Crop Protection
$44,612
18,782
3,911
21.1%
14.5
21.2
$33,007
16,556
4,930
19.3%
13.4
25.3
$11,605
2,226
(1,019)
35.2%
13.4
(20.7)
Gross profit
$67,305
18.7%
$54,493
17.4%
$12,812
23.5%
23
Net Sales
Net sales increased $46,118, or 14.7%, to $359,591 for the year ended June 30, 2008, compared with $313,473 for the prior
year. We reported sales increases in our Health Sciences and Chemicals & Colorants segments, which were partially offset
by a slight sales decrease in our Crop Protection segment.
Health Sciences
Net sales for the Health Sciences segment increased by $40,790 for the year ended June 30, 2008, to $211,481, which
represents a 23.9% increase over net sales of $170,691 for the prior year. This increase is due to various factors including
increased sales from our foreign operations of $23,475, specifically our European operations and a $4,679 rise in sales of our
pharmaceutical intermediates. In addition, our domestic generics product group experienced an increase in sales of $12,004.
The domestic sales increase for the year ended June 30, 2008 was due to the volume of re-orders for existing products as well
as realization of new products from our pipeline. We expect the volume of re-orders for existing products to continue at a
similar rate through the next fiscal year.
Chemicals & Colorants
Net sales for the Chemicals & Colorants segment were $129,662 for the year ended June 30, 2008, compared to $123,299 for
the prior year. Our chemical business is diverse in terms of products, customers and consuming markets. The increase in
sales from this segment is partially attributable to an increase of $5,049 in sales for chemicals used in aroma products, $5,723
in sales of pigment and dye intermediates, and a $1,032 rise in sales of chemicals used to make surface coatings. In addition,
the increase in sales is due to a rise in prices in the chemical industry due to increased demand for chemical products in
China. This increase is offset in part by a $4,967 decline in sales of our products sold to the food, beverage and cosmetics
industries as a result of the slowdown in the economy.
Crop Protection
Net sales for the Crop Protection segment decreased to $18,448 for the year ended June 30, 2008, a decrease of $1,035, or
5.3%, over net sales of $19,483 for the prior year. The overall decrease in net sales was mainly attributable to decreased
sales of an herbicide used for sugar cane as well as decreased sales related to an insecticide in which we were involved in an
antitrust case related to certain licensed technology. These decreases were partially offset by an increase in sales of an
herbicide which is primarily used on peanuts as the peanut acreage has increased from 2007.
Gross Profit
Gross profit by segment increased $12,812 to $67,305 (18.7% of net sales) for the year ended June 30, 2008, as compared to
$54,493 (17.4% of net sales) for the prior year.
Health Sciences
Health Sciences’ gross profit of $44,612 for the year ended June 30, 2008, was $11,605 or 35.2 % higher than the prior year.
This increase in gross profit was attributable to an $8,084 increase in gross profit primarily from our European operations as
well as the overall increase in sales volume. Gross margin increased to 21.1% in fiscal 2008 compared to a gross margin of
19.3% for the prior fiscal year due primarily to favorable product mix in our domestic nutraceutical products, as well as
products sold by our European operations, which were more profitable than other products.
Chemicals & Colorants
Gross profit for the year ended June 30, 2008, increased by $2,226, or 13.4%, over the prior year. Gross margin was 14.5%
for the year ended June 30, 2008 compared to 13.4% for the prior period. The increase in the gross profit and gross margin
percentage primarily relates to the increase in sales volume and positive product mix on aroma chemicals. In addition, there
was a $330 settlement of an anti-dumping claim included in the prior year cost of sales.
Crop Protection
Gross profit for the Crop Protection segment decreased to $3,911 for the year ended June 30, 2008, versus $4,930 for the
prior year, a decrease of $1,019 or 20.7%. Gross margin for the year ended June 30, 2008 was 21.2% compared to the prior
period gross margin of 25.3%.The primary reason for the decrease in the gross profit and gross margin percentage primarily
24
relates to a decline in sales volume of a particular herbicide and insecticide as described above in the Crop Protection net
sales section.
Selling, General and Administrative Expenses
Selling, general and administrative expenses (SG&A) increased $6,004, or 15.2%, to $45,422 for the year ended June 30,
2008 compared to $39,418 for the prior year. As a percentage of sales, SG&A remained consistent at 12.6% for fiscal 2008.
The increase in SG&A is partially attributed to an increase of $1,300 in legal expenses, the majority of which was incurred
relating to an antitrust case that the Company previously commenced against the owner of certain licensed technology used
with one of our crop protection products, which was settled in May 2008. SG&A also increased due to a $3,590 rise in
personnel related costs, of which $1,849 relates to our foreign operations and $1,741 relates to various factors including
annual salary increases, stock-based compensation and increased bonus expense as a result of increased profitability. In
addition, commission expense increased by $505 due to increased sales. Additionally, the prior year amount was reduced by
$243 of proceeds received from credit insurance, of which there was no comparable amount received during the year ended
June 30, 2008.
Research and Development Expenses
Research and development expenses (R&D) increased $495 over the prior year to $506 for the year ended June 30, 2008.
R&D relates to the development of two finished dosage form generic pharmaceutical products to be distributed in Europe.
Operating Income
Fiscal 2008 operating income was $21,377 compared to $15,064 in the prior year, an increase of $6,313 or 41.9%. This
increase was due to the overall increase in gross profit of $12,812 offset in part by the $6,499 increase in SG&A and R&D
expenses.
Interest and Other Income, Net
Interest and other income, net was $957 for fiscal 2008 versus $532 for fiscal 2007. The primary reason for this fluctuation is
due to changing the functional currency of our Chinese subsidiaries from the Chinese Renminbi to the U.S. Dollar, since
these subsidiaries primarily generate and expend cash in the U.S. Dollar. As a result, we recorded a correction of an error in
the third quarter of 2008, which resulted in additional interest and other income, net of approximately $559, which
represented approximately $389 after tax profit. We did not deem this adjustment to be material to any prior quarters in fiscal
2008 based upon both quantitative and qualitative factors. In addition, this adjustment does not impact the 2008 year-to-date
reported results. This matter was not corrected for periods prior to June 30, 2007 due to the immateriality of the effects of this
in earlier years. Beginning in 2006, the Chinese government began to revalue the Chinese Renminbi against other currencies,
including the U.S. Dollar. The decision by the Chinese government to no longer peg the Renminbi to the U.S. Dollar has
caused a reduction in value of dollar denominated assets held in China, which was particularly experienced in fiscal 2008.
The increase in interest and other income, net was partially offset by a $115 decrease in other income related to a government
subsidy paid annually for doing business in a free trade zone in Shanghai, China and a $186 increase in unrealized loss on
trading securities.
Provision for Income Taxes
The effective tax rate for fiscal 2008 increased to 39.3% from 33.8% for fiscal 2007. The increase in the effective tax rate
was primarily due to German tax reform, which was enacted in August 2007, that reduced the corporate headline tax rate for
businesses from 40% to 30%, as well as implementing a cap on interest deductions and tightening the tax basis for trade tax
income. This tax rate reduction became effective for tax years ending after January 1, 2008. Due to the future reduction in the
overall German tax rate, the deferred income tax asset was revalued during the month of enactment of the tax reform, which
was in the first quarter of fiscal 2008, and therefore was reduced by approximately $1,429, which is reflected in the
consolidated financial statements for the year ended June 30, 2008. Without this adjustment, the fiscal 2008 effective tax rate
would have been 32.8%. Additionally, tax reform has taken place in China and effective January 1, 2008, the corporate
headline tax rate was increased to 25% from 15%.
25
Liquidity and Capital Resources
Cash Flows
At June 30, 2009, we had $57,761 in cash, of which $30,372 was outside the United States, $541 in short-term investments
and no outstanding bank loans. The $30,372 of cash held outside of the United States is fully accessible to meet any liquidity
needs of the countries in which Aceto operates. The majority of the cash located outside of the United States is held by our
European operations and can be transferred into the United States. Although these amounts are fully accessible, transferring
these amounts into the United States or any other countries could have certain tax consequences. A deferred tax liability will
be recognized when we expect that we will recover undistributed earnings of our foreign subsidiaries in a taxable manner,
such as through receipt of dividends or sale of the investments. A portion of our cash is held in operating accounts that are
with third party financial institutions. These balances exceed the Federal Deposit Insurance Corporation (FDIC) insurance
limits. While we monitor daily the cash balances in our operating accounts and adjust the cash balances as appropriate, these
cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the
financial markets. To date, we have experienced no loss or lack of access to cash in our operating accounts.
Our cash position at June 30, 2009 increased $11,246 from the amount at June 30, 2008. Operating activities for the year
ended June 30, 2009 provided cash of $22,511 as compared to cash provided by operations of $15,418 for the comparable
2008 period. The $22,511 was comprised of $8,629 in net income, $4,359 derived from adjustments for non-cash items and a
net $9,523 increase from changes in operating assets and liabilities. The non-cash items included $1,866 in depreciation and
amortization expense, $1,560 in stock compensation, $528 for the provision for doubtful accounts and $191 for the deferred
income taxes provision. Trade accounts receivable decreased $18,448 during the year ended June 30, 2009, due to decreased
sales during the fourth quarter of 2009 as compared to the fourth quarter of 2008, as well as a significant improvement in
days sales outstanding. Inventories and accounts payable decreased by approximately $14,771 and $17,299, respectively, due
primarily to a reduction of inventories in both our domestic Health Sciences and Chemicals and Colorants segments as a
result of the Company carrying less inventory due to the current market conditions of the economy. In addition, the Company
carried more stock as of June 30, 2008 for certain products of both the Chemicals and Colorants and Health Sciences
segments that were purchased from China, due to a supplier interruption related to the Olympics that were held in China in
August of 2008. Some of this additional stock did not ship until the first and second quarters of 2009. Our European
operations also experienced a decline in inventory from June 30, 2008 due to a ramp-up in orders during the fourth quarter of
2008 that did not ship until the first and second quarters of 2009. Accrued expenses and other liabilities decreased $1,991
during the year ended June 30, 2009, due primarily to a decrease in accrued compensation and a decline in accrued income
tax payable, due to the timing of income tax payments partially offset by an increase in accrued expenses related to an
increase in Value Added Tax (VAT) for our foreign subsidiaries. Other receivables increased $4,192 due to an increase in
VAT taxes receivables in our European subsidiaries and increased receivables related to certain Crop Protection products.
Our cash position at June 30, 2008 increased $14,195 from the amount at June 30, 2007. Operating activities for the year
ended June 30, 2008 provided cash of $15,418 as compared to cash provided by operations of $4,163 for the comparable
2007 period. The $15,418 was comprised of $13,473 in net income and $5,602 derived from adjustments for non-cash items,
offset by a net $3,657 decrease from changes in operating assets and liabilities. The primary reason for the increase in cash
provided by operations from 2007 to 2008 relates to the increase in net income, as well as the inventories increased more
during the 2007 year compared to 2008, as a result of a ramp-up in orders for products to be shipped in the first quarter of
2008 and an increase in products in which we have decided, at that time, to carry stock. Our cash position at June 30, 2007
decreased $1,412 from the amount at June 30, 2006. Operating activities for the year ended June 30, 2007 provided cash of
$4,163 as compared to cash provided by operations of $16,028 for the comparable 2006 period. The $4,163 was comprised of
$10,212 in net income and $3,878 derived from adjustments for non-cash items, offset by a net $9,927 decrease from changes
in operating assets and liabilities, the majority of which related to inventory.
Investing activities for the year ended June 30, 2009 used cash of $4,063 primarily related to the purchase of investments of
$10,173, the acquisition of $2,114 of product registrations and related data filed with the United States Environmental
Protection Agency and payments to various task force groups related to certain Crop Protection products, $2,020 of the
issuance of a notes receivable related to a supplier agreement and $557 related to purchases of property and equipment. We
expect capital expenditures will be between $1,000 and $1,500 during fiscal 2010. In addition, the lease for our general
headquarters and sales office expires in April 2011. The Company is contemplating a buy versus lease decision with regards
to a new building. If we were to purchase a new facility, the amount expended in the next fiscal year could approximate
$5,000 for this new facility. Cash used in investing activities is offset in part by $9,964 of maturities of investments, $437
from payments of notes receivable and proceeds from sale of intangible assets of $400. Investing activities for the year ended
June 30, 2008 provided cash of $1,404 primarily related to maturities and sale of investments of $2,200 and proceeds from
sale of intangible assets of $400. Cash provided by investing activities is offset in part by the purchases of property and
equipment of $1,197. Investing activities for the year ended June 30, 2007 used cash of $2,591 primarily related to purchases
26
of investments of $6,274 and purchases of property and equipment and intangibles of $704 and $2,468, respectively,
including $2,000 for the Asulam product registration and related data filed with the United States Environmental Protection
Agency and state regulatory agencies to support such registrations and other supporting data. The amount of cash used for
investing activities is offset in part by $6,779 of maturities of investments.
Financing activities for the year ended June 30, 2009 used cash of $4,261 primarily from the payment of $4,949 of dividends
and a $500 payment of a note payable partly offset by proceeds from the exercise of stock options of $1,020. Financing
activities for the year ended June 30, 2008 used cash of $6,030 primarily from the payments of dividends of $6,110.
Financing activities for the year ended June 30, 2007 used cash of $3,991 primarily from the payments of dividends of
$4,257.
Credit Facilities
We have available credit facilities with certain foreign financial institutions. These facilities provide us with a line of credit
of $20,330, as of June 30, 2009. We are not subject to any financial covenants under these arrangements.
In June 2007, we amended our revolving credit agreement with a financial institution that expires June 30, 2010, and
provides for available credit of $10,000. At June 30, 2009, we had utilized $185 in letters of credit, leaving $9,815 of this
facility unused. Under the credit agreement, we may obtain credit through direct borrowings and letters of credit. Our
obligations under the credit agreement are guaranteed by certain of our subsidiaries and are secured by 65% of the capital of
certain of our non-domestic subsidiaries. There is no borrowing base on the credit agreement. Interest under the credit
agreement is at LIBOR plus 1.50%. The credit agreement contains several covenants requiring, among other things,
minimum levels of debt service and tangible net worth. We are also subject to certain restrictive debt covenants, including
covenants governing liens, limitations on indebtedness, guarantees, sale of assets, sales of receivables, and loans and
investments. We were in compliance with all covenants at June 30, 2009.
Working Capital Outlook
Working capital was $124,709 at June 30, 2009, versus $128,786 at June 30, 2008. The decrease in working capital was
primarily attributable to the acquisition of product registrations and related data filed with the United States Environmental
Protection Agency and payments to various task force groups related to certain crop protection products. We continually
evaluate possible acquisitions of or investments in businesses that are complementary to our own, and such transactions may
require the use of cash. In connection with our crop protection business, we plan to continue to acquire product registrations
and related data filed with the United States Environmental Protection Agency as well as payments to various task force
groups, which could approximate $6,300 over the next fiscal year. In addition, the lease for our general headquarters and
sales office expires in April 2011. The Company is contemplating a buy versus lease decision with regards to a new building.
If we were to purchase a new facility, the amount expended in the next fiscal year could approximate $5,000. We believe that
our cash, other liquid assets, operating cash flows, borrowing capacity and access to the equity capital markets, taken
together, provide adequate resources to fund ongoing operating expenditures and the anticipated continuation of semi-annual
cash dividends for the next twelve months. We are currently looking into obtaining additional credit facilities to enhance our
liquidity.
27
Off-Balance Sheet Arrangements and Commitments and Contingencies
We have no material financial commitments other than those under operating lease agreements, letters of credit and
unconditional purchase obligations. We have certain contractual cash obligations and other commercial commitments that
will affect our short and long-term liquidity. At June 30, 2009, we had no significant obligations for capital expenditures. At
June 30, 2009, contractual cash obligations and other commercial commitments were as follows:
Payments Due and/or
Amount of Commitment
(Expiration per Period)
Total
Less than
1 year
1-3
Years
4-5
Years
After
5 years
Operating leases
$ 4,030
$ 1,720
$ 1,840
$ 298
$ 172
Commercial letters of
credit
185
185
Standby letters of credit
284
284
Unconditional purchase
obligations
48,807
48,807
-
-
-
-
-
-
-
-
-
Total
$ 53,306
$ 50,996
$ 1,840
$ 298
$ 172
Other significant commitments and contingencies include the following:
1. A subsidiary of the Company markets certain agricultural chemicals which are subject to the Federal Insecticide,
Fungicide and Rodenticide Act (FIFRA). FIFRA requires that test data be provided to the EPA to register, obtain
and maintain approved labels for pesticide products. The EPA requires that follow-on registrants of these products
compensate the initial registrant for the cost of producing the necessary test data on a basis prescribed in the FIFRA
regulations. Follow-on registrants do not themselves generate or contract for the data. However, when FIFRA
requirements mandate that new test data be generated to enable all registrants to continue marketing a pesticide
product, often both the initial and follow-on registrants establish a task force to jointly undertake the testing effort.
The Company is presently a member of several such task force groups, which requires payments for such
memberships. In addition, in connection with our crop protection business, the Company plans to acquire product
registrations and related data filed with the United States Environmental Protection Agency to support such
registrations and other supporting data for three products. The acquisition of these product registrations and related
data filed with the United States Environmental Protection Agency as well as payments to various task force groups
could approximate $6,300 over the next fiscal year.
2. We, together with our subsidiaries, are subject to pending and threatened legal proceedings that have arisen in the
normal course of business. We do not know how the final resolution of these matters will affect our results of
operations in a particular reporting period. Our management is of the opinion, however, that the ultimate outcome of
such matters will not have a material adverse effect upon our financial condition or liquidity.
3. The Company has environmental remediation obligations in connection with Arsynco, Inc. (Arsynco), a subsidiary
formerly involved in manufacturing chemicals located in Carlstadt, New Jersey, which was closed in 1993 and is
currently held for sale. During fiscal 2009, based on continued monitoring of the contamination at the site and the
approved plan of remediation, the Company received an estimate from an environmental consultant stating that the
costs of remediation could be between $8,400 and $10,200. As of June 30, 2009 and 2008, a liability of $8,400 and
$7,846, respectively, is included in the accompanying consolidated balance sheet for this matter. In accordance with
EITF Issue 90-8, “Capitalization of Costs to Treat Environmental Contamination”, management believes that the
majority of costs incurred to remediate the site will be capitalized in preparing the property which is currently
classified as held for sale. An appraisal of the fair value of the property by a third-party appraiser supports the
assumption that the expected fair value after the remediation is in excess of the amount required to be capitalized.
28
However, these matters, if resolved in a manner different from those assumed in current estimates, could have a
material adverse effect on the Company’s financial condition, operating results and cash flows when resolved in a
future reporting period.
In connection with the environmental remediation obligation for Arsynco, in July 2009, the Company entered into a
settlement agreement with BASF Corporation (BASF), the former owners of the Arsynco property. According to the
settlement agreement, BASF will pay for a portion of the prior remediation costs and going forward, will co-
remediate the property with the Company. The contract states that BASF, within twenty days of establishing a Trust
Account, will pay the Company $550 related to past response costs and pay a proportionate share of the future
remediation costs. Accordingly, the Company has recorded a gain of $550, which is included in selling, general and
administrative expenses in the accompanying consolidated statement of income for the year ended June 30, 2009.
This $550 gain relates to the partial reimbursement of costs of approximately $1,200 that the Company had
previously expensed. The Company also recorded an additional receivable from BASF, with an offset against
property held for sale, for $3,780, representing its estimated portion of the future remediation costs, which is
included in the accompanying consolidated balance sheet as of June 30, 2009.
4.
In March 2006, Arsynco received notice from the EPA of its status as a PRP under the Comprehensive
Environmental Response, Compensation and Liability Act (CERCLA) for a site described as the Berry’s Creek
Study Area. Arsynco is one of over 150 PRPs which have potential liability for the required investigation and
remediation of the site. The estimate of the potential liability is not quantifiable for a number of reasons, including
the difficulty in determining the extent of contamination and the length of time remediation may require. In
addition, any estimate of liability must also consider the number of other PRPs and their financial strength. Based
on prior practice in similar situations, it is possible that the State may assert a claim for natural resource damages
with respect to the Arsynco site itself, and either the federal government or the State (or both) may assert claims
against Arsynco for natural resource damages in connection with Berry's Creek; any such claim with respect to
Berry's Creek could also be asserted against the approximately 150 PRPs which the EPA has identified in
connection with that site. Any claim for natural resource damages with respect to the Arsynco site itself may also be
asserted against BASF, the former owners of the Arsynco property. Since an amount of the liability cannot be
reasonably estimated at this time, no accrual is recorded for these potential future costs. The impact of the
resolution of this matter on the Company’s results of operations in a particular reporting period is not known.
However, management believes that the ultimate outcome of this matter will not have a material adverse effect on
the Company’s financial condition or liquidity.
In fiscal years 2009, 2008 and 2007, the Company received letters from the Pulvair Site Group, a group of
5.
potentially responsible parties (PRP Group) who are working with the State of Tennessee (the State) to remediate a
contaminated property in Tennessee called the Pulvair site. The PRP Group has alleged that Aceto shipped
hazardous substances to the site which were released into the environment. The State had begun administrative
proceedings against the members of the PRP Group and Aceto with respect to the cleanup of the Pulvair site and the
group has begun to undertake cleanup. The PRP Group is seeking a settlement of approximately $1,700 from the
Company for its share to remediate the site contamination. Although the Company acknowledges that it shipped
materials to the site for formulation over twenty years ago, the Company believes that the evidence does not show
that the hazardous materials sent by Aceto to the site have significantly contributed to the contamination of the
environment and thus believes that, at most, it is a de minimus contributor to the site contamination. Accordingly,
the Company believes that the settlement offer is unreasonable. The impact of the resolution of this matter on the
Company's results of operations in a particular reporting period is not known. However, management believes that
the ultimate outcome of this matter will not have a material adverse effect on the Company's financial condition or
liquidity.
Related Party Transactions
Certain of our directors are affiliated with law firms that serve as our legal counsel on various corporate matters. During
fiscal years 2009, 2008 and 2007, we incurred legal fees of $350, $342 and $329, respectively, for services rendered to the
Company by those law firms. We believe that the fees charged by those firms were at rates comparable to rates obtainable
from other firms for similar services.
During fiscal 2009, repayment of a $500 note payable to a related joint venture was made.
29
Impact of New Accounting Pronouncements
Emerging Issues Task Force (EITF) Issue No. 06-11, “Accounting for Income Tax Benefits of Dividends on Share-Based
Payment Awards” (EITF No. 06-11) became effective in the first quarter of fiscal 2009. EITF No. 06-11 requires that the tax
benefit received on dividends associated with share-based awards that are charged to retained earnings should be recorded in
additional paid-in-capital (APIC) and included in the APIC pool of excess tax benefits available to absorb potential future tax
deficiencies on share-based payment awards. The adoption of EITF No. 06-11 did not have a material impact on the
Company’s consolidated financial statements.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an
amendment of Accounting Research Bulletin No 51” (SFAS No. 160). SFAS No. 160 establishes accounting and reporting
standards for ownership interests in subsidiaries held by parties other than the parent, changes in a parent’s ownership of a
noncontrolling interest, calculation and disclosure of the consolidated net income attributable to the parent and the
noncontrolling interest, changes in a parent’s ownership interest while the parent retains its controlling financial interest and
fair value measurement of any retained noncontrolling equity investment. SFAS No. 160 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is
prohibited. The Company must adopt these new requirements in its first quarter of fiscal 2010. The adoption of this
statement will impact the manner in which the Company presents noncontrolling interests, but will not impact its
consolidated financial position or results of operations.
In December 2007, the FASB approved the issuance of SFAS No. 141 (revised 2007) “Business Combinations” (SFAS No.
141R). SFAS No. 141R establishes principles and requirements for how the acquirer in a business combination recognizes
and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest;
recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and
determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects
of the business combination. The provisions for SFAS No. 141R are effective for fiscal years beginning after December 15,
2008 and are applied prospectively to business combinations completed on or after that date. Early adoption is not permitted.
SFAS No. 141R is effective for the Company beginning in the first quarter of fiscal 2010, which will change our accounting
treatment for business combinations on a prospective basis.
In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, “Effective Date of FASB Statement No. 157” (FSP
157-2). FSP 157-2 delays the effective date of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities, except for
certain items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).
The Company is currently assessing the impact of SFAS No. 157 on its condensed consolidated financial statements for items
within the scope of FSP 157-2, which will become effective beginning with our first quarter of fiscal 2010.
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities— An
Amendment of FASB Statement No. 133” (SFAS No. 161). SFAS No. 161 requires enhanced qualitative disclosures about
objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on
derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. SFAS No. 161
became effective in the third quarter of fiscal 2009. The adoption of SFAS No. 161 did not have a material impact on the
Company’s consolidated financial statements.
In June 2008, the FASB issued Staff Position EITF No. 03-06-1, “Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities” (FSP EITF 03-06-1). FSP EITF 03-06-1 provides that unvested share-
based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are
participating securities and shall be included in the computation of earnings per share pursuant to the two-class method in
SFAS No. 128, “Earnings per Share”. The Company will adopt FSP EITF 03-06-1 effective July 1, 2009. The Company is
currently assessing the impact of FSP EITF 03-06-1 on its consolidated financial statements.
In April 2009, the FASB issued FSP FAS No. 107-1 and Accounting Principles Board (APB) 28-1 “Interim Disclosures
about Fair Value of Financial Instruments,” which requires disclosures about fair value of financial instruments for interim
reporting periods and amends APB Opinion No. 28 “Interim Financial Reporting” to require those disclosures in summarized
financial information at interim reporting periods. The FSP is effective for interim reporting periods ending after June 15,
2009. The FSP does not require disclosures for earlier periods presented for comparative purposes at initial adoption. As this
30
FSP provides only disclosure requirements, the adoption of this standard will not have a material impact on the Company’s
financial condition or operating results.
In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (SFAS No. 165). SFAS No. 165 establishes general
standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are
issued. The Company adopted SFAS No. 165 during the fourth quarter of 2009. In accordance with SFAS No. 165, the
Company has evaluated subsequent events through the date and time the financial statements were issued on September 11,
2009.
In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162” (SFAS No. 168), and establishes
only two levels of U.S. generally accepted accounting principles (“GAAP”), authoritative and nonauthoritative. SFAS No.
168 will become the source of authoritative, nongovernmental GAAP, except for rules and interpretive releases of the
Securities and Exchange Commission (SEC), which are sources of authoritative GAAP, for SEC registrants. All other
nongrandfathered, non-SEC accounting literature not included in the Codification will become nonauthoritative. SFAS No.
168 will become effective in the first quarter of 2010 and as SFAS No. 168 was not intended to change or alter existing
GAAP, it will not have any impact on the Company’s consolidated financial statements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Market Risk Sensitive Instruments
The market risk inherent in our market-risk-sensitive instruments and positions is the potential loss arising from adverse
changes in investment market prices, foreign currency exchange-rates and interest rates.
Investment Market Price Risk
We had short-term investments of $541 at June 30, 2009. Those short-term investments consisted of time deposits and
corporate equity securities. Time deposits are short-term in nature and are accordingly valued at cost plus accrued interest,
which approximates fair value. Corporate equity securities are recorded at fair value and have exposure to price risk. If this
risk is estimated as the potential loss in fair value resulting from a hypothetical 10% adverse change in prices quoted by stock
exchanges, the effect of that risk would be $33 as of June 30, 2009. Actual results may differ.
Foreign Currency Exchange Risk
In order to reduce the risk of foreign currency exchange rate fluctuations, we hedge some of our transactions denominated in
a currency other than the functional currencies applicable to each of our various entities. The instruments used for hedging
are short-term foreign currency contracts (futures). The changes in market value of such contracts have a high correlation to
price changes in the currency of the related hedged transactions. At June 30, 2009, we had foreign currency contracts
outstanding that had a notional amount of $36,424. The difference between the fair market value of the foreign currency
contracts and the related commitments at inception and the fair market value of the contracts and the related commitments at
June 30, 2009, was not material.
We are subject to risk from changes in foreign exchange rates for our subsidiaries that use a foreign currency as their
functional currency and are translated into U.S. dollars. These changes result in cumulative translation adjustments, which
are included in accumulated other comprehensive income (loss). On June 30, 2009, we had translation exposure to various
foreign currencies, with the most significant being the Euro. The potential loss as of June 30, 2009, resulting from a
hypothetical 10% adverse change in quoted foreign currency exchange rates amounted to $7,282. Actual results may differ.
Interest rate risk
Due to our financing, investing and cash-management activities, we are subject to market risk from exposure to changes in
interest rates. We utilize a balanced mix of debt maturities along with both fixed-rate and variable-rate debt to manage our
exposure to changes in interest rates. Our financial instrument holdings at year-end were analyzed to determine their
sensitivity to interest rate changes. In this sensitivity analysis, we used the same change in interest rate for all maturities. All
other factors were held constant. If there were an adverse change in interest rates of 10%, the expected effect on net income
related to our financial instruments would be immaterial. However, there can be no assurances that interest rates will not
significantly affect our results of operations.
31
Item 8. Financial Statements and Supplementary Data.
The financial statements and supplementary data required by this Item 8 are set forth later in this report.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) are designed to ensure that information required to be disclosed in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission. Our disclosure controls and procedures are also designed
to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is
accumulated and communicated to our management, including our principal executive and principal financial officer, to
allow timely decisions regarding required disclosure. Our chief executive officer and chief financial officer, with assistance
from other members of our management, have reviewed the effectiveness of our disclosure controls and procedures as of
June 30, 2009 and, based on their evaluation, have concluded that the disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the
Exchange Act) during the three months ended June 30, 2009 that materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as that
term is defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of our
management, including our principal executive and principal financial officers, we assessed, as of June 30, 2009, the
effectiveness of our internal control over financial reporting. This assessment was based on criteria established in the
framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on our assessment using those criteria, management concluded that our internal control over financial
reporting as of June 30, 2009, was effective.
Our internal control over financial reporting as of June 30, 2009, has been audited by BDO Seidman, LLP, an independent
registered public accounting firm, as stated in their report, which is included herein.
Internal control over financial reporting is defined as a process designed by, or under the supervision of, our principal
executive and principal financial officers and effected by our board of directors, management and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
•
•
•
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of our assets;
provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial
statements in accordance with U.S. generally accepted accounting principles and that our receipts and expenditures
are being made only in accordance with authorization of our management and directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of our assets that could have a material effect on the financial statements.
32
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the
objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no
evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.
33
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Aceto Corporation:
We have audited Aceto Corporation's internal control over financial reporting as of June 30, 2009, based on criteria
established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (the COSO criteria). Aceto Corporation's management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to
express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Aceto Corporation maintained, in all material respects, effective internal control over financial reporting as of
June 30, 2009, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the consolidated balance sheets of Aceto Corporation as of June 30, 2009 and 2008, and the related consolidated statements
of income and comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended
June 30, 2009 and our report dated September 11, 2009, expressed an unqualified opinion thereon.
/s/ BDO Seidman, LLP
Melville, New York
September 11, 2009
34
Item 9B. Other Information
None.
Item 10. Directors, Executive Officers and Corporate Governance
PART III
Incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission
with respect to our annual meeting of shareholders scheduled to be held on December 3, 2009.
Item 11. Executive Compensation
Incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission
with respect to our annual meeting of shareholders scheduled to be held on December 3, 2009.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission
with respect to our annual meeting of shareholders scheduled to be held on December 3, 2009.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission
with respect to our annual meeting of shareholders scheduled to be held on December 3, 2009.
Item 14. Principal Accountant Fees and Services
Incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission
with respect to our annual meeting of shareholders scheduled to be held on December 3, 2009.
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Report:
PART IV
(a) The financial statements listed in the Index to Consolidated Financial Statements are filed as part of this Annual Report. All
financial statement schedules have been included in the Consolidated Financial Statements or Notes thereto.
(b) Exhibits
Exhibit Number
Description
3.1 Restated Certificate of Incorporation (incorporated by reference to Exhibit 4(a)(iii) to Registration
Statement No. 2-70623 on Form S-8 (S-8 2-70623)).
3.2 Certificate of Amendment dated November 21, 1985 to Restated Certificate of Incorporation (incorporated
by reference to Exhibit 3(ii) to the Company's annual report on Form 10-K for the fiscal year ended June 30,
1986).
3.3 Amended and restated by-laws of Aceto Corporation, effective as of February 2, 2005 (incorporated by
reference to Exhibit 3.1 to the Company’s current report on Form 8-K dated February 2, 2005).
3.4 Amended and restated by-laws of Aceto Corporation, effective as of December 6, 2007 (incorporated by
35
reference to Exhibit 3.1 to the Company’s current report on Form 8-K dated December 6, 2007).
10.1 Aceto Corporation 401(k) Retirement Plan, effective August 1, 1997, as amended and restated as of July 1,
2002 (incorporated by reference to Exhibit 10.1 to the Company’s annual report on Form 10-K for the fiscal
year ended June 30, 2004).
10.2 Supplemental Executive Retirement Plan, as amended and restated, effective June 30, 2004 and frozen as of
December 31, 2004 (incorporated by reference to Exhibit 10.2 to the Company’s annual report on Form
10-K for the fiscal year ended June 30, 2004).
10.3 Aceto Corporation Stock Option Plan (as Amended and Restated effective as of September 19, 1990) (and
as further Amended effective June 9, 1992) (incorporated by reference to Exhibit 10(v)(b) to the Company's
annual report on Form 10-K for the fiscal year ended June 30, 1992).
10.4 1998 Aceto Corporation Omnibus Equity Award Plan (incorporated by reference to Exhibit 10(v) to the
Company’s annual report on Form 10-K for the fiscal year ended June 30, 1999).
10.5 Aceto Corporation 2002 Stock Option Plan (incorporated by reference to Exhibit 4(i) to Registration
Statement No. 333-110653 on Form S-8).
10.6 Lease between Aceto Corporation and M. Parisi & Son Construction Co., Inc. for office space at One
Hollow Lane, Lake Success, NY dated April 28, 2000 (incorporated by reference to Exhibit 10(vi) to the
Company’s annual report on Form 10-K for the fiscal year ended June 30, 2000).
10.7 Lease between Aceto Corporation and M. Parisi & Son Construction Co., Inc. for office space at One
Hollow Lane, Lake Success, NY dated April 28, 2000 (incorporated by reference to Exhibit 10(vi)(b) to the
Company’s annual report on Form 10-K for the year ended June 30, 2000).
10.8 Lease between CDC Products Corp. and Seaboard Estates for manufacturing and office space at 1801
Falmouth Avenue, New Hyde Park, NY dated October 31, 1999 (incorporated by reference to Exhibit
10(vi)(c) to the Company’s annual report on Form 10-K for the year ended June 30, 2000).
10.9 Stock Purchase Agreement among Windham Family Limited Partnership, Peter H. Kliegman, CDC
Products Corp. and Aceto Corporation (incorporated by reference to Exhibit 10(vii) to the Company’s
annual report on Form 10-K for the year ended June 30, 1999).
10.10 Asset Purchase Agreement among Magnum Research Corporation, CDC Products Corp., Roy Gross and
Aceto Corporation (incorporated by reference to Exhibit 10 (viii) to the Company’s annual report on Form
10-K for the year ended June 30, 2000).
10.11 Asset Purchase Agreement between Schweizerhall, Inc. and Aceto Corporation (incorporated by reference
to Exhibit 10(ix) to the Company’s annual report on Form 10-K for the year ended June 30, 2000).
10.12 Purchase and Sale Agreement among Schweizerhall Holding AG, Chemische Fabrik Schweizerhall,
Schweizerhall, Inc., Aceto Corporation and Aceto Holding B.V., I.O. (incorporated by reference to Exhibit
2.1 to the Company’s current report on Form 8-K dated April 4, 2001).
10.13 Loan Guarantee between Aceto Corporation and subsidiaries and Deutsche Bank AG dated March 22, 2001
(incorporated by reference to Exhibit 10.13 to the Company’s annual report on Form 10-K for the year
ended June 30, 2001).
10.14 Credit Agreement between Aceto Corporation and subsidiaries and JPMorgan Chase Bank dated May 10,
2002 (incorporated by reference to Exhibit 10.13 to the Company’s annual report on Form 10-K for the year
ended June 30, 2002).
10.15 Amendment and Waiver to Credit Agreement between Aceto Corporation and subsidiaries and JPMorgan
Chase Bank dated June 29, 2004 (incorporated by reference to Exhibit 10.15 to the Company’s annual report
36
on Form 10-K for the year ended June 30, 2004).
10.16 Waiver to Credit Agreement between Aceto Corporation and subsidiaries and JPMorgan Chase Bank dated
August 31, 2004 (incorporated by reference to Exhibit 10.16 to the Company’s annual report on Form 10-K
for the year ended June 30, 2004).
10.17 Share Purchase Agreement dated as of December 12, 2003 between Aceto Holding GmbH and Corange
Deutschland Holding GmbH (incorporated by reference to Exhibit 2.1 to the Company’s current report on
Form 8-K dated December 31, 2003).
10.18 Aceto Corporation Supplemental Executive Deferred Compensation Plan, effective March 14, 2005
(incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K dated March 14,
2005).
10.19 Form of purchase agreement between Shanghai Zhongjin Real Estate Development Company Limited and
Aceto (Hong Kong) Limited dated November 10, 2004 (incorporated by reference to Exhibit 10.1 to the
Company’s quarterly report on Form 10-Q for the quarter ended December 31, 2004).
10.20 Amendment and Waiver to Credit Agreement between Aceto Corporation and subsidiaries and JPMorgan
Chase Bank dated June 26, 2007.
10.21 Aceto Corporation 2007 Long-Term Performance Incentive Plan (incorporated by reference to Exhibit 4(i)
to Registration Statement No. 333-149586 on Form S-8).
10.22* Aceto Corporation Supplemental Executive Deferred Compensation Plan, Amended and Restated, effective
December 8, 2008.
10.23 Employment Agreement, effective March 24, 2009, between Aceto Corporation and Leonard S. Schwartz
(incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K dated March 27,
2009).
10.24 Employment Agreement, effective March 24, 2009, between Aceto Corporation and Douglas Roth
(incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K dated March 27,
2009).
10.25 Employment Agreement, effective March 24, 2009, between Aceto Corporation and Vincent Miata
(incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K dated March 27,
2009).
10.26 Employment Agreement, effective March 24, 2009, between Aceto Corporation and Frank DeBenedittis
(incorporated by reference to Exhibit 10.4 to the Company’s current report on Form 8-K dated March 27,
2009).
10.27 Employment Agreement, effective March 24, 2009, between Aceto Corporation and Michael Feinman
(incorporated by reference to Exhibit 10.5 to the Company’s current report on Form 8-K dated March 27,
2009).
21.1* Subsidiaries of the Company.
23.1* Consent of BDO Seidman, LLP.
31.1* Certification pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* Certification pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
37
32.1* Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
32.2* Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
*Filed herewith
38
ACETO CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated financial statements:
Consolidated balance sheets as of June 30, 2009 and 2008
Consolidated statements of income for the years ended June 30, 2009, 2008 and 2007
Consolidated statements of cash flows for the years ended June 30, 2009, 2008 and 2007
Consolidated statements of shareholders’ equity and comprehensive income for the years ended June 30, 2009, 2008
and 2007
Notes to consolidated financial statements
Schedules:
II - Valuation and qualifying accounts
All other schedules are omitted because they are not required or the information required is given in the consolidated
financial statements or notes thereto.
39
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Aceto Corporation:
We have audited the accompanying consolidated balance sheets of Aceto Corporation and subsidiaries as of June 30, 2009
and 2008 and the related consolidated statements of income, shareholders' equity and comprehensive income, and cash flows
for each of the three years in the period ended June 30, 2009. In connection with our audits of the consolidated financial
statements, we have also audited the schedule as listed in the accompanying index. These consolidated financial statements
and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements and schedule are free of material misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements and schedule, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements and schedule. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of Aceto Corporation and subsidiaries at June 30, 2009 and 2008, and the results of their operations and their cash
flows for each of the three years in the period ended June 30, 2009, in conformity with accounting principles generally
accepted in the United States of America.
Also, in our opinion, the financial statement schedule when considered in relation to the basic consolidated financial
statements taken as a whole, present fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the
effectiveness of Aceto Corporation and subsidiaries’ internal control over financial reporting as of June 30, 2009, based on
criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) and our report dated September 11, 2009 expressed an unqualified opinion thereon.
/s/ BDO Seidman, LLP
Melville, New York
September 11, 2009
ACETO CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2009 AND 2008
(in thousands, except per-share amounts)
ASSETS
Current assets:
Cash and cash equivalents
Investments
Trade receivables: less allowance for doubtful accounts (2009, $976;
2008, $477)
Other receivables
Inventory
Prepaid expenses and other current assets
Deferred income tax asset, net
Total current assets
Long-term notes receivable
Property and equipment, net
Property held for sale
Goodwill
Intangible assets, net
Deferred income tax asset, net
Other assets
TOTAL ASSETS
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable
Note payable – related party
Accrued expenses
Deferred income tax liability
Total current liabilities
Long-term liabilities
Environmental remediation liability
Deferred income tax liability
Minority interest
Total liabilities
Commitments and contingencies (Note 15)
Shareholders’ equity:
Common stock, $.01 par value, 40,000 shares authorized; 25,644 shares issued;
24,771 and 24,446 shares outstanding at June 30, 2009 and 2008, respectively
Capital in excess of par value
Retained earnings
Treasury stock, at cost, 873 and 1,198 shares at June 30, 2009 and 2008,
respectively
Accumulated other comprehensive income
Total shareholders’ equity
2009
2008
$ 57,761
541
46,996
9,361
54,402
1,006
1,579
171,646
1,000
4,249
3,752
1,861
11,518
2,366
9,072
$ 46,515
548
68,220
4,819
71,109
817
1,756
193,784
347
4,307
6,978
1,987
5,421
4,098
5,321
$ 205,464
$ 222,243
$ 25,126
-
20,739
1,072
46,937
8,545
7,451
491
472
63,896
256
56,767
85,450
(8,430)
7,525
141,568
$ 43,480
500
19,948
1,070
64,998
7,034
7,578
1,751
473
81,834
256
56,832
81,778
(11,571)
13,114
140,409
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$205,464
$222,243
See accompanying notes to consolidated financial statements.
41
ACETO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands, except per-share amounts)
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Research and development expenses
Operating income
Other income (expense):
Interest expense
Interest and other income, net
Income from continuing operations before income taxes
Provision for income taxes
Net income
2009
2008
2007
$322,646
267,026
55,620
43,574
153
11,893
(98)
937
839
12,732
4,103
$8,629
$359,591
292,286
67,305
45,422
506
21,377
(145)
957
812
22,189
8,716
$13,473
$313,473
258,980
54,493
39,418
11
15,064
(173)
532
359
15,423
5,211
$10,212
Net income per common share
$ 0.35
$ 0.55
$ 0.42
Diluted income per common share
$ 0.35
$ 0.54
$ 0.41
Weighted average shares outstanding:
Basic
Diluted
24,487
24,978
24,346
24,800
24,305
24,711
See accompanying notes to consolidated financial statements.
42
ACETO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands)
Operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating
activities:
2009
2008
2007
$ 8,629
$13,473
$10,212
Depreciation and amortization
Provision for doubtful accounts
Non-cash stock compensation
Unrealized loss (gain) on trading securities
Deferred income taxes
Changes in assets and liabilities:
Investments – trading securities
Trade accounts receivable
Other receivables
Inventory
Prepaid expenses and other current assets
Other assets
Accounts payable
Accrued expenses and other liabilities
Net cash provided by operating activities
Investing activities:
Purchases of investments
Proceeds from sale of investments
Maturities of investments
Payments received on notes receivable
Issuance of notes receivable
Proceeds from sale of intangible assets
Purchase of intangible assets
Purchases of property and equipment, net
Net cash (used in) provided by investing activities
1,866
528
1,560
214
191
-
18,448
(4,192)
14,771
(209)
(5)
(17,299)
(1,991)
22,511
(10,173)
-
9,964
437
(2,020)
400
(2,114)
(557)
(4,063)
2,378
98
1,285
6
1,835
324
(7,326)
(1,647)
(7,989)
345
(1,832)
9,615
4,853
15,418
-
1,000
1,200
98
-
400
(97)
(1,197)
1,404
Financing activities:
Proceeds from exercise of stock options
Excess income tax benefit on exercise of stock options
Payment of cash dividends
Payment of note payable-related party
(Repayments) borrowings of short-term bank loans
Net cash used in financing activities
1,020
168
(4,949)
(500)
-
(4,261)
87
18
(6,110)
-
(25)
(6,030)
1,791
132
443
(180)
1,692
-
(6,973)
(1,726)
(12,565)
(96)
(636)
7,884
4,185
4,163
(6,274)
-
6,779
151
(75)
-
(2,468)
(704)
(2,591)
217
24
(4,257)
-
25
(3,991)
Effect of foreign exchange rate changes on cash
(2,941)
3,403
1,007
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
11,246
46,515
$57,761
14,195
32,320
$46,515
(1,412)
33,732
$32,320
See accompanying notes to consolidated financial statements.
43
ACETO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
FOR THE YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands, except per-share amounts)
Common Stock
Shares
Amount
Capital in
Excess of
Par Value
Retained
Earnings
Treasury Stock
Shares
Amount
Accumulated
Other
Comprehensive
Income
Total
25,644
-
$256
-
$56,691
-
$68,464
10,212
(1,366)
-
($13,198)
-
$2,840
-
$115,053
10,212
Balance at June 30, 2006
Net income
Other comprehensive income:
Change in fair value of cross currency
interest rate swap
Foreign currency translation
adjustments
Unrealized gain on available for sale
investments
Comprehensive income:
Adjustment to adopt SFAS No. 158, net of
tax of $25
Stock issued pursuant to employee stock
incentive plans
Dividends declared ($0.175 per share)
Share-based compensation
Exercise of stock options
Tax benefit from exercise of stock options
Balance at June 30, 2007
Net income
Other comprehensive income:
Change in fair value of cross currency
interest rate swap
Foreign currency translation
adjustments
Unrealized gain on available for sale
investments
Defined benefit plans, net of tax of $29
Comprehensive income:
Stock issued pursuant to employee stock
incentive plans
Issuance of restricted stock, net of forfeitures
Dividends declared ($0.25 per share)
Share-based compensation
Exercise of stock options
Tax benefit from exercise of stock options
Balance at June 30, 2008
Net income
Other comprehensive income:
Foreign currency translation
adjustments
Defined benefit plans, net of tax of $47
Comprehensive income:
Stock issued pursuant to employee stock
incentive plans
including
stock,
Issuance of
restricted
dividends and net of forfeitures
Dividends declared ($0.20 per share)
Share-based compensation
Exercise of stock options
Tax benefit from employee stock incentive
-
-
-
-
-
-
-
-
-
25,644
-
-
-
-
-
-
-
-
-
-
-
25,644
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
256
-
(44)
-
329
(146)
24
56,854
-
-
(4,257)
-
-
-
74,419
13,473
15
-
-
37
-
(1,314)
-
142
-
-
363
-
(12,693)
-
161
161
2,900
2,900
52
52
13,325
38
38
-
-
-
-
-
5,991
-
98
(4,257)
329
217
24
124,827
13,473
75
75
6,944
6,944
-
-
-
-
-
-
-
-
-
-
-
-
-
-
256
-
(20)
(821)
-
865
(64)
18
56,832
-
-
-
-
-
-
-
-
-
-
(23)
(1,056)
-
1,470
(624)
-
-
-
-
-
-
(6,114)
-
-
-
81,778
8,629
-
-
-
-
(4,957)
-
-
-
$85,450
-
-
-
-
-
-
-
-
15
85
-
-
16
-
(1,198)
-
150
821
-
-
151
-
(11,571)
-
42
62
-
-
-
-
-
-
13,114
-
-
-
11
144
-
-
170
-
-
(5,689)
100
109
1,388
-
-
1,644
-
-
-
-
-
42
62
20,596
130
-
(6,114)
865
87
18
140,409
8,629
(5,689)
100
3,040
86
332
(4,957)
1,470
1,020
-
(873)
-
($8,430)
-
$7,525
168
$141,568
plans
Balance at June 30, 2009
-
25,644
-
$256
168
$56,767
See accompanying notes to consolidated financial statements.
44
ACETO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands, except per-share amounts)
(1) Description of Business
Aceto Corporation and subsidiaries (“Aceto” or the “Company”) is primarily engaged in the sourcing, quality assurance,
regulatory support, marketing and distribution of chemically derived pharmaceuticals, biopharmaceuticals, specialty
chemicals and crop protection products used principally as raw materials in the agricultural, color, pharmaceutical, surface
coating/ink and general chemical consuming industries. Most of the chemicals distributed by the Company are purchased
from companies located outside the United States. The Company’s customers are primarily located throughout the United
States, Europe and Asia.
(2) Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. In
addition, the financial statements of S.R.F.A. LLC, a joint-venture entity which is 50% owned by the Company and
commenced operations in April 2004, are included in the consolidated financial statements in accordance with FASB
Interpretation 46R, “Consolidation of Variable Interest Entities” (FIN 46R). All significant inter-company balances and
transactions are eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses
reported in those financial statements and the disclosure of contingent assets and liabilities at the date of the financial
statements. These judgments can be subjective and complex, and consequently actual results could differ from those
estimates and assumptions. The Company’s most critical accounting policies relate to revenue recognition; allowance for
doubtful accounts; inventory; goodwill and other indefinite-life intangible assets; long-lived assets; environmental matters
and other contingencies; income taxes; and stock-based compensation.
Cash Equivalents
The Company considers all highly liquid debt instruments with original maturities at the time of purchase of three months or
less to be cash equivalents.
Investments
The Company classifies investments in marketable securities as trading, available-for-sale or held-to-maturity at the time of
purchase and periodically re-evaluates such classifications. Trading securities are carried at fair value, with unrealized
holding gains and losses included in earnings. Held-to-maturity securities are recorded at cost and are adjusted for the
amortization or accretion of premiums or discounts over the life of the related security. Unrealized holding gains and losses
on available-for-sale securities are excluded from earnings and are reported as a separate component of accumulated other
comprehensive income (loss) until realized. In determining realized gains and losses, the cost of securities sold is based on
the specific identification method. Interest and dividends on the investments are accrued at the balance sheet date.
Inventories
Inventories, which consist principally of finished goods, are stated at the lower of cost (first-in first-out method) or market.
The Company writes down its inventories for estimated excess and obsolete goods by an amount equal to the difference
between the carrying cost of the inventory and the estimated market value based upon assumptions about future demand and
market conditions.
Environmental and Other Contingencies
The Company establishes accrued liabilities for environmental matters and other contingencies when it is probable that a
liability has been incurred and the amount of the liability is reasonably estimable. If the contingency is resolved for an
amount greater or less than the accrual, or the Company’s share of the contingency increases or decreases, or other
45
ACETO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands, except per-share amounts)
assumptions relevant to the development of the estimate were to change, the Company would recognize an additional
expense or benefit in the consolidated statements of income in the period such determination was made.
Pension Benefits
In connection with certain historical acquisitions in Germany, the Company assumed defined benefit pension plans covering
certain employees who meet certain eligibility requirements. The net pension benefit obligations recorded and the related
periodic costs are based on, among other things, assumptions of the discount rate, estimated return on plan assets, salary
increases and the mortality of participants. The obligation for these claims and the related periodic costs are measured using
actuarial techniques and assumptions. Actuarial gains and losses are deferred and amortized over future periods. The
Company’s plans are funded in conformity with the funding requirements of applicable government regulations.
Accumulated Other Comprehensive Income
The components of accumulated other comprehensive income as of June 30, 2009 and 2008 are as follows:
Cumulative foreign currency translation adjustments
Defined benefit plans
Total
2009
$ 7,325
200
$ 7,525
2008
$13,014
100
$13,114
The foreign currency translation adjustments for the year ended June 30, 2009 primarily relates to the fluctuation of the
conversion rate of the Euro. The currency translation adjustments are not adjusted for income taxes as they relate to indefinite
investments in non-US subsidiaries.
Common Stock
On May 4, 2005, the Board of Directors of the Company authorized the extension of the Company’s stock repurchase
program for an additional three years, which expired in May 2008. On September 4, 2008, the Board of Directors of the
Company authorized the continuation of the Company’s stock repurchase program, expiring in May 2011. Under the stock
repurchase program, the Company is authorized to purchase up to an additional 4,051 shares of common stock in open
market or private transactions, at prices not to exceed the market value of the common stock at the time of such purchase.
Stock Options
SFAS No. 123(R), “Share-Based Payment”, requires that all stock-based compensation be recognized as an expense in the
financial statements and that such costs be measured at the fair value of the award. SFAS No. 123(R) also requires that
excess tax benefits related to stock option exercises be reflected as financing cash inflows. The Company’s policy is to
satisfy stock-based compensation awards with treasury shares.
In order to determine the fair value of stock options on the date of grant, the Company uses the Black-Scholes option-pricing
model, including an estimate of forfeiture rates. Inherent in this model are assumptions related to expected stock-price
volatility, risk-free interest rate, expected life and dividend yield. Expected stock-price volatility is based on the historical
daily price changes of the underlying stock which are obtained from public data sources. The risk-free interest rate is based
on U.S. Treasury issues with a term equal to the expected life of the option. The Company uses historical data to estimate
expected dividend yield, expected life and forfeiture rates. In fiscal 2007, the Company utilized the “simplified” method
prescribed in SEC Staff Accounting Bulletin No. 107 to estimate the expected life.
Revenue Recognition
The Company recognizes revenue from product sales at the time of shipment and passage of title and risk of loss to the
customer. The Company has no acceptance or other post-shipment obligations and does not offer product warranties or
services to its customers.
46
ACETO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands, except per-share amounts)
Sales are recorded net of returns of damaged goods from customers, which historically have been immaterial, and sales
incentives offered to customers. The Company’s sales incentives consist primarily of volume incentive rebates. The
Company records such volume incentive rebates as the underlying revenue transactions that result in progress by the
customer in earning the rebate are recorded, in accordance with EITF 01-09, “Accounting for Consideration Given by a
Vendor to a Customer (Including a Reseller of the Vendor's Products).”
Shipping and Handling Fees and Costs
All amounts billed to a customer in a sales transaction related to shipping and handling represent revenues earned and are
included in net sales. The costs incurred by the Company for shipping and handling are reported as a component of cost of
sales. Cost of sales also includes inbound freight, receiving, inspection, warehousing, distribution network, and customs and
duty costs.
Net Income Per Common Share
Basic income per common share is based on the weighted average number of common shares outstanding during the period.
Diluted income per common share includes the dilutive effect of potential common shares outstanding. The following table
sets forth the reconciliation of weighted average shares outstanding and diluted weighted average shares outstanding for the
fiscal years ended June 30, 2009, 2008 and 2007:
2009
2008
2007
Weighted average shares outstanding
24,487
24,346
24,305
Dilutive effect of stock options and
restricted stock awards and units
491
454
406
Diluted weighted average shares
outstanding
24,978
24,800
24,711
There were 1,703, 1,534 and 1,443 common equivalent shares outstanding as of June 30, 2009, 2008 and 2007, respectively
that were not included in the calculation of diluted income per common share because their effect would have been anti-
dilutive.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment
date.
Property and Equipment
Property and equipment are stated at cost and are depreciated using the straight line method over the estimated useful lives of
the related asset. Expenditures for improvements that extend the useful life of an asset are capitalized. Ordinary repairs and
maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated
depreciation are removed from the accounts and any related gains or losses are included in income.
47
ACETO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands, except per-share amounts)
The components of property and equipment were as follows:
Machinery and equipment
Leasehold improvements
Computer equipment and software
Furniture and fixtures
Automobiles
Building
Land
Accumulated depreciation and amortization
June 30, 2009
$ 1,051
373
4,072
1,217
249
3,240
233
$10,435
6,186
$ 4,249
June 30, 2008
$ 1,140
Estimated useful
life (years)
3-7
Shorter of asset life
or lease term
3-5
5-10
3
20
280 -
378
3,772
1,138
411
3,221
$10,340
6,033
$ 4,307
Property held for sale represents land and land improvements of $3,752 and $6,978 at June 30, 2009 and 2008, respectively.
See Note 7, “Environmental Remediation” for further discussion on property held for sale
Depreciation and amortization of property and equipment amounted to $824, $1,174 and $1,067 for the years ended June 30,
2009, 2008, and 2007, respectively.
Goodwill and Other Intangibles
Goodwill is calculated as the excess of the cost of purchased businesses over the fair value of their underlying net assets.
Other intangible assets principally consist of customer relationships, patent license, EPA registrations and related data,
trademarks, product rights and related intangibles and covenants not to compete. Goodwill and other intangible assets that
have an indefinite life are not amortized.
In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” the Company tests goodwill and other intangible
assets for impairment on at least an annual basis. Goodwill impairment exists if the net book value of a reporting unit
exceeds its estimated fair value. The impairment testing is performed in two steps: (i) the Company determines impairment
by comparing the fair value of a reporting unit with its carrying value, and (ii) if there is an impairment, the Company
measures the amount of impairment loss by comparing the implied fair value of goodwill with the carrying amount of that
goodwill. To determine the fair value of these intangible assets, the Company uses many assumptions and estimates that
directly impact the results of the testing. In making these assumptions and estimates, the Company uses industry accepted
valuation models and set criteria that are reviewed and approved by various levels of management.
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of
In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” long-lived assets and
certain identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset.
Recoverability of assets held for sale is measured by comparing the carrying amount of the assets to their estimated fair
value. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceed the fair value of the assets. Assets to be disposed of are reported at the lower of the
carrying amount or fair value less costs to sell.
Accounting for Derivatives and Hedging Activities
The Company accounts for derivatives and hedging activities under the provisions of SFAS No. 133, “Accounting for
Derivative Instruments and Hedging Activities”, as amended, which establishes accounting and reporting guidelines for
derivative instruments and hedging activities. SFAS No. 133 requires the recognition of all derivative financial instruments
as either assets or liabilities in the statement of financial condition and measurement of those instruments at fair value.
Changes in the fair values of those derivatives are reported in earnings or other comprehensive income depending on the
designation of the derivative and whether it qualifies for hedge accounting. The accounting for gains and losses associated
48
ACETO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands, except per-share amounts)
with changes in the fair value of a derivative and the effect on the consolidated financial statements depends on its hedge
designation and whether the hedge is highly effective in achieving offsetting changes in the fair value or cash flows of the
asset or liability hedged. Under the provisions of SFAS No. 133, the method that is used for assessing the effectiveness of a
hedging derivative, as well as the measurement approach for determining the ineffective aspects of the hedge, is established
at the inception of the hedged instrument.
The Company operates internationally, therefore its earnings, cash flows and financial positions are exposed to foreign
currency risk from foreign-currency-denominated receivables and payables, which, in the U.S., have been denominated in
various foreign currencies, including Euros, British Pounds, Japanese Yen, Singapore Dollars and Chinese Renminbi and at
certain foreign subsidiaries in U.S. dollars and other non-local currencies.
Management believes it is prudent to minimize the risk caused by foreign currency fluctuation. Management minimizes the
currency risk on its foreign currency receivables and payables by purchasing future foreign currency contracts (futures) with
one of its financial institutions. Futures are traded on regulated U.S. and international exchanges and represent commitments
to purchase or sell a particular foreign currency at a future date and at a specific price. Since futures are purchased for the
amount of the foreign currency receivable or for the amount of foreign currency needed to pay for specific purchase orders,
and the futures mature on the due date of the related foreign currency vendor invoices or customer receivables, the Company
believes that it eliminates risks relating to foreign currency fluctuation. The Company takes delivery of all futures to pay
suppliers in the appropriate currency. The gains or losses for the changes in the fair value of the foreign currency contracts
are recorded in cost of sales (sales) and offset the gains or losses associated with the impact of changes in foreign exchange
rates on trade payables (receivables) denominated in foreign currencies. Senior management and members of the financial
department continually monitor foreign currency risks and the use of this derivative instrument.
Foreign Currency
The financial statements of the Company’s foreign subsidiaries are translated into U.S. dollars in accordance with SFAS No.
52, "Foreign Currency Translation." Where the functional currency of a foreign subsidiary is its local currency, balance sheet
accounts are translated at the current exchange rate and income statement items are translated at the average exchange rate for
the period. Exchange gains or losses resulting from the translation of financial statements of foreign operations are
accumulated in other comprehensive income. Where the local currency of a foreign subsidiary is not its functional currency,
financial statements are translated at either current or historical exchange rates, as appropriate.
In the third quarter of 2008, the Company changed the functional currency of its Chinese subsidiaries from the Chinese
Renminbi to the U.S. Dollar, since these subsidiaries primarily generate and expend cash in the U.S. Dollar. As a result, the
Company recorded a correction of an error in the third quarter of 2008, which resulted in additional interest and other
income, net of approximately $559, which represented approximately $389 after tax profit. The Company did not deem this
adjustment to be material to any prior quarters in fiscal 2008 based upon both quantitative and qualitative factors. In
addition, this adjustment does not impact the 2008 year-to-date reported results. This matter was not corrected for periods
prior to June 30, 2008 due to the immateriality of the effects of this in earlier years.
Reclassifications
Certain reclassifications have been made to the prior period consolidated financial statements to conform to the current year
presentation.
49
ACETO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands, except per-share amounts)
(3) Investments
A summary of short-term investments was as follows:
Trading securities
Corporate equity securities
Held to Maturity Investments
Time deposits
June 30, 2009
June 30, 2008
Fair Value
Cost Basis
Fair Value
Cost Basis
$ 334
$ 14
$ 548
$ 14
$ 207
$ 541
$ 207
$ -
$ 548
$ -
The Company has classified all investments with maturity dates of greater than three months as current since it has the ability
to redeem them within the year and is available for current operations.
Unrealized (losses) gains on trading securities were ($214), ($6) and $180 for fiscal 2009, 2008 and 2007, respectively.
(4) Fair Value Measurements
The Company adopted SFAS No. 157, “Fair Value Measurements” (SFAS No. 157) on July 1, 2008. SFAS No. 157 defines
fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly fashion between
market participants at the measurement date. The adoption of SFAS No. 157 did not have any impact on the Company’s
consolidated financial statements. SFAS No. 157 establishes a fair value hierarchy for those instruments measured at fair
value that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions
(unobservable inputs). The hierarchy consists of three levels:
Level 1 – Quoted market prices in active markets for identical assets or liabilities;
Level 2 – Inputs other than Level 1 inputs that are either directly or indirectly observable; and
Level 3 – Unobservable inputs that are not corroborated by market data.
On a recurring basis, Aceto measures at fair value certain financial assets and liabilities, which consist of cash equivalents,
investments and foreign currency contracts. The Company classifies cash equivalents and investments within Level 1 if
quoted prices are available in active markets. Level 1 assets include instruments valued based on quoted market prices in
active markets which generally include corporate equity securities publicly traded on major exchanges. Time deposits are
very short-term in nature and are accordingly valued at cost plus accrued interest, which approximates fair value, and are
classified within Level 2 of the valuation hierarchy. The Company uses foreign currency forward contracts (futures) to
minimize the risk caused by foreign currency fluctuation on its foreign currency receivables and payables by purchasing
futures with one of its financial institutions. Futures are traded on regulated U.S. and international exchanges and represent
commitments to purchase or sell a particular foreign currency at a future date and at a specific price. Aceto’s foreign
currency derivative contracts are classified within Level 2 as the fair value of these hedges is primarily based on observable
forward foreign exchange rates. At June 30, 2009, the Company had foreign currency contracts outstanding that had a
notional amount of $36,424. Unrealized gains (losses) on hedging activities for the years ended June 30, 2009, 2008, and
2007, amounted to $715, $5, and ($20), respectively, and are included in interest and other income, net, in the consolidated
statements of income. The contracts have varying maturities of less than one year.
50
ACETO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands, except per-share amounts)
The following table summarizes the valuation of the Company’s investments and the financial instruments which were
determined by using the following inputs at June 30, 2009:
Fair Value Measurements at June 30, 2009 Using
Quoted Prices
in Active
Markets
(Level 1)
Significant
Other
Observable
Input (Level 2)
Significant
Unobservable
inputs
(Level 3)
-
$ 2,442
$334
-
-
-
-
207
1,183
455
-
-
-
-
-
Total
$ 2,442
334
207
1,183
455
Cash equivalents:
Time deposits
Investments:
Trading securities
Time deposits
Foreign currency contracts-
assets (1)
Foreign currency contracts-
liabilities (2)
(1)
(2)
Included in “Other receivables” in the accompanying Condensed Consolidated Balance Sheet as of June 30, 2009.
Included in “Accrued expenses” in the accompanying Condensed Consolidated Balance Sheet as of June 30, 2009.
The Company did not hold financial assets and liabilities which were recorded at fair value in the Level 3 category as of June
30, 2009.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities —
Including an Amendment of FASB Statement No. 115” (SFAS No. 159). SFAS No. 159 allows companies the choice to
measure financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair
value option has been elected will be recognized in earnings at each subsequent reporting date. SFAS No. 159 is effective for
fiscal years beginning after November 15, 2007. The Company did not elect to adopt the fair value option under SFAS 159
for its existing instruments.
51
ACETO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands, except per-share amounts)
(5) Goodwill and Other Intangible Assets
Goodwill of $1,861 and $1,987 as of June 30, 2009 and June 30, 2008, respectively, relates to the Health Sciences segment
and reporting unit.
Intangible assets subject to amortization as of June 30, 2009 and 2008 were as follows:
June 30, 2009
Customer relationships
Product rights and related intangibles
Patent license
EPA registrations and related data
Non-compete agreements
June 30, 2008
Customer relationships
Product rights and related intangibles
Patent license
EPA registrations and related data
Non-compete agreements
Gross
Carrying
Value
Accumulated
Amortization
Net Book
Value
$ 3,087
96
838
10,149
257
$ 14,427
$ 2,426
24
286
879
257
$ 3,872
$ 661
72
552
9,270
-
$10,555
Gross
Carrying
Value
Accumulated
Amortization
Net Book
Value
$ 3,468
96
838
2,733
290
$ 7,425
$ 2,229
4
209
384
261
$ 3,087
$ 1,239
92
629
2,349
29
$ 4,338
Intangible assets with definitive useful lives are amortized using the straight-line method over their estimated useful lives.
The estimated useful lives of customer relationships, product rights and related intangibles, patent license, EPA registrations
and related data and non-compete agreements are 7 years, 3 years, 11 years, 10 years and 5 years, respectively.
As of June 30, 2009 and June 30, 2008, the Company also had $963 and $1,083, respectively, of intangible assets pertaining
to trademarks which have indefinite lives and are not subject to amortization.
In fiscal 2009 and 2008, changes in goodwill and trademarks are attributable to foreign currency exchange rates used to
translate the financial statements of foreign subsidiaries. In fiscal 2009 and 2008, changes in the gross carrying value of
customer relationships are attributable to foreign currency exchange rates used to translate the financial statements of foreign
subsidiaries.
Amortization expense for intangible assets subject to amortization amounted to $1,042, $1,204 and $724 for the years ended
June 30, 2009, 2008 and 2007, respectively. The estimated aggregate amortization expense for intangible assets subject to
amortization for each of the succeeding years ended June 30, 2010 through June 30, 2015 are as follows: 2010: $1,597;
2011: $1,373; 2012: $1,136; 2013: $1,125; 2014: $1,125 and 2015 and thereafter: $4,199.
52
ACETO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands, except per-share amounts)
(6) Accrued Expenses
The components of accrued expenses as of June 30, 2009 and 2008 were as follows:
Accrued compensation
Accrued environmental remediation costs-current portion
Accrued income taxes payable
Accrued product registrations and task force groups
Accrued value added tax
Other accrued expenses
2009
$ 3,827
949
1,789
3,888
3,910
2008
$4,399
268
5,248
-
1,585
6,376 8,448
$20,739
$19,948
(7) Environmental Remediation
In fiscal years 2009, 2008 and 2007, the Company received letters from the Pulvair Site Group, a group of potentially
responsible parties (PRP Group) who are working with the State of Tennessee (the State) to remediate a contaminated
property in Tennessee called the Pulvair site. The PRP Group has alleged that Aceto shipped hazardous substances to the site
which were released into the environment. The State had begun administrative proceedings against the members of the PRP
Group and Aceto with respect to the cleanup of the Pulvair site and the group has begun to undertake cleanup. The PRP
Group is seeking a settlement of approximately $1,700 from the Company for its share to remediate the site contamination.
Although the Company acknowledges that it shipped materials to the site for formulation over twenty years ago, the
Company believes that the evidence does not show that the hazardous materials sent by Aceto to the site have significantly
contributed to the contamination of the environment and thus believes that, at most, it is a de minimus contributor to the site
contamination. Accordingly, the Company believes that the settlement offer is unreasonable. The impact of the resolution of
this matter on the Company's results of operations in a particular reporting period is not known. However, management
believes that the ultimate outcome of this matter will not have a material adverse effect on the Company's financial condition
or liquidity.
The Company has environmental remediation obligations in connection with Arsynco, Inc. (Arsynco), a subsidiary formerly
involved in manufacturing chemicals located in Carlstadt, New Jersey, which was closed in 1993 and is currently held for
sale. During fiscal 2009, based on continued monitoring of the contamination at the site and the approved plan of
remediation, the Company received an estimate from an environmental consultant stating that the costs of remediation could
be between $8,400 and $10,200. As of June 30, 2009 and 2008, a liability of $8,400 and $7,846, respectively, is included in
the accompanying consolidated balance sheet for this matter. In accordance with EITF Issue 90-8, “Capitalization of Costs to
Treat Environmental Contamination”, management believes that the majority of costs incurred to remediate the site will be
capitalized in preparing the property which is currently classified as held for sale. An appraisal of the fair value of the
property by a third-party appraiser supports the assumption that the expected fair value after the remediation is in excess of
the amount required to be capitalized. However, these matters, if resolved in a manner different from those assumed in
current estimates, could have a material adverse effect on the Company’s financial condition, operating results and cash flows
when resolved in a future reporting period.
In connection with the environmental remediation obligation for Arsynco, in July 2009, the Company entered into a
settlement agreement with BASF Corporation (BASF), the former owners of the Arsynco property. According to the
settlement agreement, BASF will pay for a portion of the prior remediation costs and going forward, will co-remediate the
property with the Company. The contract states that BASF, within twenty days of establishing a Trust Account, will pay the
Company $550 related to past response costs and pay a proportionate share of the future remediation costs. Accordingly, the
Company has recorded a gain of $550, which is included in selling, general and administrative expenses in the accompanying
consolidated statement of income for the year ended June 30, 2009. This $550 gain relates to the partial reimbursement of
costs of approximately $1,200 that the Company had previously expensed. The Company also recorded an additional
receivable from BASF, with an offset against property held for sale, for $3,780, representing its estimated portion of the
future remediation costs, which is included in the accompanying consolidated balance sheet as of June 30, 2009.
53
ACETO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands, except per-share amounts)
In March 2006, Arsynco received notice from the EPA of its status as a PRP under the Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA) for a site described as the Berry’s Creek Study Area. Arsynco is one
of over 150 PRPs which have potential liability for the required investigation and remediation of the site. The estimate of the
potential liability is not quantifiable for a number of reasons, including the difficulty in determining the extent of
contamination and the length of time remediation may require. In addition, any estimate of liability must also consider the
number of other PRPs and their financial strength. Based on prior practice in similar situations, it is possible that the State
may assert a claim for natural resource damages with respect to the Arsynco site itself, and either the federal government or
the State (or both) may assert claims against Arsynco for natural resource damages in connection with Berry's Creek; any
such claim with respect to Berry's Creek could also be asserted against the approximately 150 PRPs which the EPA has
identified in connection with that site. Any claim for natural resource damages with respect to the Arsynco site itself may
also be asserted against BASF, the former owners of the Arsynco property. Since an amount of the liability cannot be
reasonably estimated at this time, no accrual is recorded for these potential future costs. The impact of the resolution of this
matter on the Company’s results of operations in a particular reporting period is not known. However, management believes
that the ultimate outcome of this matter will not have a material adverse effect on the Company’s financial condition or
liquidity.
(8) Financing Arrangements
The Company has a revolving credit agreement with a financial institution that expires June 30, 2010 and provides for
available credit of $10,000. Under the credit agreement, the Company may obtain credit through direct borrowings and
letters of credit. The obligations of the Company under the credit agreement are guaranteed by certain of the Company’s
subsidiaries and are secured by 65% of the capital of certain non-domestic subsidiaries which the Company owns. There is
no borrowing base on the credit agreement. Interest under the credit agreement is at LIBOR plus 1.50%, which was 1.81%,
3.96% and 6.82% at June 30, 2009, 2008 and 2007, respectively. The credit agreement contains several financial covenants
requiring, among other things, minimum levels of debt service and tangible net worth. The Company is also subject to
certain restrictive debt covenants including liens, limitations on indebtedness, guarantees, sale of assets, sales of receivables,
and loans and investments. The Company was in compliance with all covenants at June 30, 2009.
At June 30, 2009 and 2008, the Company had available lines of credit with foreign financial institutions totaling $20,330 and
$22,844, respectively. The Company has issued a cross corporate guarantee to the foreign banks. Short term loans under
these agreements bear interest at LIBOR plus 0.75%, which was 1.06%, 3.21% and 6.07% at June 30, 2009, 2008 and 2007,
respectively. The Company is not subject to any financial covenants under these arrangements.
Under the above financing arrangements, the Company had $185 in letters of credit leaving an unused facility of $30,145 at
June 30, 2009. At June 30, 2008 the Company had $663 in letters of credit leaving an unused facility of $32,181.
(9) Stock Based Compensation Plans
At the annual meeting of shareholders of the Company held December 6, 2007, the shareholders approved the Aceto
Corporation 2007 Long-Term Performance Incentive Plan (2007 Plan). The Company has reserved 700 shares of common
stock for issuance under the 2007 Plan to the Company’s employees and non-employee directors. There are five types of
awards that may be granted under the 2007 Plan-options to purchase common stock, stock appreciation rights, restricted
stock, restricted stock units and performance incentive units.
In September 2002, the Company adopted the Aceto Corporation 2002 Stock Option Plan (2002 Plan), which was ratified by
the Company’s shareholders in December 2002. Under the 2002 Plan, restricted stock or options to purchase up to 1,688
shares of the Company’s common stock may be granted by the Company to officers, directors, employees and agents of the
Company. The exercise price per share shall not be less than the market value of Aceto common stock on the date of grant
and each option may not become exercisable less than six months from the date it is granted. Restricted stock may be
granted to an eligible participant in lieu of a portion of any annual cash bonus earned by such participant. Such award may
include additional shares of restricted stock (premium shares) greater than the portion of bonus paid in restricted stock. The
restricted stock award is vested at issuance and the restrictions lapse ratably over a period of years as determined by the
Board of Directors, generally three years. The premium shares vest when all the restrictions lapse, provided that the
participant remains employed by the Company at that time.
54
ACETO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands, except per-share amounts)
In December 2008, the Company granted 222 options to employees at an exercise price of $8.62 per share. These options
vest over one year and will expire ten years from the date of grant.
In December 2007, the Company granted 239 options to non-employee directors and employees at an exercise price of $8.05
per share. These options vest on the first anniversary of the date of grant and expire ten years from the date of grant.
During the year ended June 30, 2007, the Company granted 65 options to certain employees and directors at a weighted
average exercise price of $8.25 per share. The options vest on the first anniversary of the date of grant and expire ten years
from the date of grant.
All options granted were at exercise prices equal to the market value of the common stock on the date of grant. As of June
30, 2009, there were 44 and 85 shares of common stock available for grant under the 2007 and 2002 Plans, respectively.
In December 1998, the Company adopted the Aceto Corporation 1998 Omnibus Equity Award Plan (1998 Plan). In
accordance with the 1998 Plan the Company’s Board of Directors (Board) may grant up to 1,688 shares of common stock in
the form of stock options or restricted stock to eligible participants. The exercise price per share, determined by the Board,
for options granted cannot be less than the market value of the stock on the date of grant. The options vest as determined by
the Board and expire no later than ten years from the date of grant. Restricted stock may be granted to an eligible participant
in lieu of a portion of any annual cash bonus earned by such participant. Such restricted stock award may include premium
shares greater than the portion of bonus paid in restricted stock. The restricted stock award is vested at issuance and the
restrictions lapse ratably over a period of years as determined by the Board. The premium shares vest when the restrictions
lapse, provided that the participant remains employed by the Company at that time. The 1998 Plan expired in December
2008. Outstanding options survive the expiration of the 1998 Plan.
Under the terms of the Company’s 1980 Stock Option Plan, as amended (1980 Plan), options may be issued to officers and
key employees. The exercise price per share can be greater or less than the market value of the stock on the date of grant. The
options vest either immediately or over a period of years as determined by the Board of Directors and expire no later than
five or ten years from the original date they are fully vested. The 1980 Plan expired September 2005. Outstanding options
survive the expiration of the 1980 Plan.
The following summarizes the shares of common stock under options for all plans at June 30, 2009, 2008 and 2007, and the
activity with respect to options for the respective years then ended:
Balance at June 30, 2006
Granted
Exercised
Forfeited (including cancelled options)
Balance at June 30, 2007
Granted
Exercised
Forfeited (including cancelled options)
Balance at June 30, 2008
Granted
Exercised
Forfeited (including cancelled options)
Balance at June 30, 2009
Options exercisable at June 30, 2009
Shares subject to
option
2,743
65
(38)
(70)
2,700
239
(16)
(44)
2,879
222
(170)
(28)
2,903
2,682
Weighted average
exercise price per
share
$7.62
8.25
6.02
10.26
$7.58
8.05
5.57
10.07
$ 7.59
8.62
5.99
10.06
$ 7.74
$ 7.67
Aggregate
Intrinsic
Value
$2,959
$2,959
The total intrinsic value of stock options exercised during the years ended June 30, 2009, 2008 and 2007 was approximately
$695, $48 and $106, respectively. At June 30, 2009, outstanding options had expiration dates ranging from December 2,
2009 to December 4, 2018.
Under the 2002 Plan and the 1998 Plan, compensation expense is recorded for the market value of the restricted stock awards
in the year the related bonus is earned and over the vesting period for the market value at the date of grant of the premium
55
ACETO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands, except per-share amounts)
shares granted. In fiscal 2009, 2008 and 2007, restricted stock awarded and premium shares vested of 11, 15, and 15
common shares, respectively, were issued from treasury stock under employee incentive plans, which increased stockholders’
equity by $86, $130 and $98, respectively. The related non-cash compensation expense related to the restricted stock granted
and the vesting of premium shares during the year, which are issuable only when fully vested, was $90, $92 and $114 in
fiscal 2009, 2008 and 2007, respectively. Additionally, non-cash compensation expense of $724, $540 and $329 was
recorded in fiscal 2009, 2008 and 2007, respectively, relating to stock option grants, which is included in selling, general and
administrative expenses. As of June 30, 2009, the total unrecognized compensation cost related to option awards is $300, and
the related weighted average period over which it is expected that such unrecognized compensation cost will be recognized is
approximately five months.
The following summarizes the non-vested stock options at June 30, 2009 and the activity with respect to non-vested options
for the year ended June 30, 2009:
Non-vested at June 30, 2008
Granted
Vested
Forfeited
Non-vested at June 30, 2009
Shares
subject to
option
236
222
(234)
(3)
221
Weighted
average grant
date fair value
$3.01
3.26
3.01
3.10
$3.26
The per-share weighted-average fair value of stock options granted during 2009, 2008 and 2007 was $3.26, $3.01 and $3.96,
respectively, on the date of the grant using the Black-Scholes option-pricing model with the following weighted average
assumptions:
Expected life
Expected volatility
Risk-free interest rate
Dividend yield
2009
2008
2007
5.6 years
48.0%
2.42%
2.32%
5.6 years
46.0%
3.55%
2.50%
5.5 years
57.0%
4.43%
1.86%
In December 2008, the Company granted 97 shares of restricted common stock and 23 restricted stock units. These shares of
restricted common stock and restricted stock units vest over three years. In accordance with SFAS No. 123(R), the Company
granted 41 shares of restricted common stock and 3 restricted stock units in September 2008, whereby the service inception
date, which occurred in fiscal 2008, preceded the grant date, which was in fiscal 2009. Since these shares of restricted
common stock and restricted stock units were issued in fiscal 2009, the Company recorded a liability as of June 30, 2008 for
such awards. These awards will vest in September 2009. In December 2007, the Company granted 86 shares of restricted
common stock and 20 restricted stock units. These shares of restricted common stock and restricted stock units vest over
three years. In accordance with SFAS No. 123(R), compensation expense is recognized on a straight-line basis over the
employee's vesting period or to the employee's retirement eligibility date, if earlier, for restricted stock awards and units. For
the year ended June 30, 2009, the Company recorded non-cash stock-based compensation expense of approximately $746,
which is included in selling, general and administrative expenses, for these shares of restricted common stock and restricted
stock units, of which $246 of compensation expense related to retiree eligibility. For the year ended June 30, 2008, the
Company recorded non-cash stock-based compensation expense of approximately $325, which is included in selling, general
and administrative expenses, for these shares of restricted common stock and restricted stock units, of which $186 of
compensation expense related to retiree eligibility.
The remaining stock-based compensation expense for restricted stock awards and units is approximately $839 at June 30,
2009 and the related weighted average period over which it is expected that such unrecognized compensation cost will be
recognized is approximately 2.4 years.
56
ACETO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands, except per-share amounts)
A summary of restricted stock awards including restricted stock units as of June 30, 2009, is presented below:
Non-vested at beginning of year
Granted
Vested
Forfeited
Non-vested at June 30, 2009
(10) Interest and Other Income
Weighted
average grant
date fair value
$8.05
8.59
8.05
8.05
$8.43
Shares
105
164
(35)
(2)
232
Interest and other income during fiscal 2009, 2008 and 2007 was comprised of the following:
Dividends
Interest
Net (loss) gain on investments
Foreign government subsidies received
Minority interest
Foreign currency gains (losses)
Miscellaneous
2009
$ 27
919
(214)
7
(27)
142
83
$ 937
2008
$ 58
1,124
( 8)
37
(125)
(42)
(87)
$ 957
2007
$ 64
1,045
174
152
(70)
(770)
(63)
$ 532
(11) Income Taxes
The components of income from continuing operations before the provision for income taxes are as follows:
Domestic operations
Foreign operations
2009
$ 622
12,110
$ 12,732
2008
$ 3,882
18,307
$ 22,189
2007
$ 2,988
12,435
$ 15,423
The components of the provision for income taxes are as follows:
Federal:
Current
Deferred
State and local:
Current
Deferred
Foreign:
Current
Deferred
2009
2008
2007
$ 751
(727)
$ 1,167
128
$ 788
208
122
97
3,039
821
$ 4,103
201
19
270
6
5,216
1,985
$ 8,716
2,461
1,478
$ 5,211
Income taxes payable, which is included in accrued expenses, was $1,789 and $5,248 at June 30, 2009 and 2008,
respectively.
57
ACETO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands, except per-share amounts)
The tax effects of temporary differences that give rise to the deferred tax assets and liabilities at June 30, 2009 and 2008 are
presented below:
2009
2008
Deferred tax assets:
Accrued environmental remediation liabilities not
currently deductible
Accrued deferred compensation
Additional inventoried costs for tax purposes
Allowance for doubtful accounts receivable
Depreciation and amortization
Foreign tax credit carryforward
Domestic net operating loss carryforwards
Foreign net operating loss carryforwards
Total gross deferred tax assets
Valuation allowances
Deferred tax liabilities:
Foreign deferred tax liabilities
Domestic deferred tax liabilities
Unrealized gain on investments
Goodwill
Installment gain on sale of assets
Other
Total gross deferred tax liabilities
$ 457
2,228
194
266
37
-
220
2,470
5,872
(1,011)
4,861
(1,561)
(2)
(89)
(182)
(398)
(247)
(2,479)
$ 482
1,984
204
143
15
478
245
4,924
8,475
(1,534)
6,941
(2,821)
-
(250)
(168)
(608)
(61)
(3,908)
Net deferred tax assets
$ 2,382
$ 3,033
The following table shows the current and non current deferred tax assets (liabilities) at June 30, 2009 and 2008:
Current deferred tax assets, net
Non-current deferred tax assets, net
Current deferred tax liabilities
Non current deferred tax liabilities
Net deferred tax assets
2009
$ 1,579
2,366
(1,072)
(491)
$ 2,382
2008
$ 1,756
4,098
(1,070)
(1,751)
$ 3,033
The net change in the total valuation allowance for the year ended June 30, 2009 was a decrease of $523, which was
primarily due to the utilization of a foreign tax credit carryover in fiscal 2009. The net change in the total valuation allowance
for the year ended June 30, 2008 was a decrease of $968, which was primarily due to the disallowance of a tax deduction in
Aceto France that had been fully reserved at June 30, 2007. A valuation allowance is provided when it is more likely than not
that some portion, or all, of the deferred tax assets will not be realized. The Company has established valuation allowances
primarily for net operating loss carryforwards in certain foreign countries. In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that some portion or all of the deferred tax assets are not expected to
be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during
the periods in which net operating loss carryforwards are utilizable and temporary differences become deductible.
Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning
strategies in making this assessment. In order to fully realize the net deferred tax assets recognized at June 30, 2009, the
Company will need to generate future taxable income of approximately $5,400.
Based upon the level of historical taxable income and projections for taxable income over the periods which the deferred tax
assets are deductible, management believes it is more likely than not the Company will realize the benefits of these
58
ACETO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands, except per-share amounts)
deductible differences. There can be no assurance, however, that the Company will generate any earnings or any specific
level of continuing earnings in the future. The amount of the deferred tax asset considered realizable, however, could be
reduced in the near term if estimates of future taxable income during the carryforward period are reduced.
Deferred taxes have not been provided on undistributed earnings of foreign subsidiaries amounting to approximately $80,200
at June 30, 2009 since substantially all of these earnings are expected to be permanently reinvested in foreign operations. A
deferred tax liability will be recognized when the Company expects that it will recover these undistributed earnings in a
taxable manner, such as through the receipt of dividends or sale of the investments. In June 2009, the Company repatriated
$6,000 of earnings from certain foreign subsidiaries resulting in a tax charge of approximately $159. At this time, the
Company does not expect any further repatriation of earnings from its foreign subsidiaries. Determination of the amount of
unrecognized deferred U.S. income tax liabilities is not practical to calculate because of the complexity of this hypothetical
calculation. In addition, unrecognized foreign tax credit carryforwards would be available to reduce a portion of such U.S.
tax liability.
We operate in various tax jurisdictions, and although we believe that we have provided for income and other taxes in
accordance with the relevant regulations, if the applicable regulations were ultimately interpreted differently by a taxing
authority, we may be exposed to additional tax liabilities.
A reconciliation of the statutory federal income tax rate and the effective tax rate for continuing operations for the fiscal years
ended June 30, 2009, 2008 and 2007 follows:
Federal statutory tax rate
State and local taxes, net of federal income tax
benefit
Increase in valuation allowance
Foreign tax rate differential
Change in foreign tax rate effect
Other
Effective tax rate
2009
34.0%
0.8
0.0
(2.8)
-
0.2
2008
34.0%
0.6
0.0
(2.2)
6.4
0.5
2007
34.0%
1.1
0.4
(2.1)
-
0.4
32.2%
39.3%
33.8%
At June 30, 2009, the Company had foreign net operating loss carryforwards of approximately $5,500 which are available to
offset future foreign taxable income and which have no expiration date.
In June 2006, the FASB issued FASB Interpretation (FIN) No. 48 “Accounting for Uncertainty in Income Taxes – an
interpretation of FASB Statement 109”. FIN No. 48 prescribes a comprehensive model for recognizing, measuring,
presenting and disclosing in the financial statements tax positions taken or expected to be taken on a tax return. FIN No. 48
was effective for fiscal years beginning after December 15, 2006. The Company adopted FIN No. 48 on July 1, 2007 and
determined that the adoption of FIN No. 48 did not have a material impact on its consolidated financial statements. In
addition, there are no material unrecognized tax benefits included in the consolidated balance sheet that would, if recognized,
have a material effect on the Company’s effective tax rate. The Company is continuing its practice of recognizing interest and
penalties related to income tax matters in income tax expense. The total accrual for interest and penalties related to uncertain
tax positions was approximately $20 and $122 as of June 30, 2009 and June 30, 2008, respectively. The Company did not
recognize interest and penalties during the year ended June 30, 2009. The Company recognized interest and penalties of
$53 related to income taxes during the year ended June 30, 2008. The Company files U.S. federal, U.S. state, and foreign tax
returns, and is generally no longer subject to tax examinations for fiscal years prior to 2006 (in the case of certain foreign tax
returns, fiscal year 2004).
59
ACETO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands, except per-share amounts)
(12) Supplemental Cash Flow Information
Cash paid for interest and income taxes during fiscal 2009, 2008 and 2007 was as follows:
Interest
Income taxes, net of refunds
2009
$ 108
$6,505
2008
$ 115
$3,127
2007
$ 167
$3,822
The Company had non-cash items excluded from the Consolidated Statements of Cash Flows during the years ended June 30,
2009 , 2008, and 2007 of $3,226, $1,710 and $737, respectively, related to capitalized environmental remediation costs and
property held for sale and $5,300 during the year ended June 30, 2009 related to the purchase of intangible assets.
(13) Retirement Plans
Defined Contribution Plans
The Company has defined contribution retirement plans in which certain employees are eligible to participate, including
deferred compensation plans (see below). The Company's annual contribution per employee, which is at management's
discretion, is based on a percentage of the employee’s compensation. The Company's provision for these defined contribution
plans amounted to $1,284, $1,237 and $1,209 in fiscal 2009, 2008 and 2007, respectively.
Defined Benefit Plans
The Company sponsors certain defined benefit pension plans covering certain employees of its German subsidiaries who
meet the plan’s eligibility requirements. In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for
Defined Benefit Pension and Other Postretirement Plans” (SFAS No. 158). SFAS No. 158 requires that employers recognize
on a prospective basis the funded status of their defined benefit pension and other postretirement plans on their consolidated
balance sheet and recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service
costs or credits that arise during the period but are not recognized as components of net periodic benefit cost.
The accrued pension liability as of June 30, 2009 was $747. The accrued pension liability recorded as of June 30, 2008
amounted to $933. Net periodic pension costs, which consists principally of interest cost and service cost was $74 in fiscal
2009, $80 in fiscal 2008 and $73 in fiscal 2007. The Company’s plans are funded in conformity with the funding
requirements of the applicable government regulations. An assumed weighted average discount rate of 6.5%, 6.0% and 5.1%
and a compensation increase rate of 0.7%, 4.0% and 3.2% were used in determining the actuarial present value of benefit
obligations as of June 30, 2009, 2008 and 2007, respectively.
Deferred Compensation Plans
To comply with the requirements of the American Jobs Creation Act of 2004, as of December 2004, the Company froze its
non-qualified Supplemental Executive Retirement Plan (the Frozen Plan) and has not allowed any further deferrals or
contributions to the Frozen Plan after December 31, 2004. All of the earned benefits of the participants in the Frozen Plan as
of December 31, 2004, will be preserved under the existing plan provisions.
On March 14, 2005, the Company’s Board of Directors adopted the Aceto Corporation Supplemental Executive Deferred
Compensation Plan (the Plan). The Plan is a non-qualified deferred compensation plan intended to provide certain qualified
executives with supplemental benefits beyond the Company’s 401(k) plan, as well as to permit additional deferrals of a
portion of their compensation. The Plan is intended to comply with the provisions of section 409A of the Internal Revenue
Code of 1986, as amended, and is designed to provide comparable benefits to those under the Frozen Plan. Substantially all
60
ACETO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands, except per-share amounts)
compensation deferred under the Plan, as well as Company contributions, is held by the Company in a grantor trust, which is
considered an asset of the Company. The assets held by the grantor trust are in life insurance policies.
As of June 30, 2009 and 2008, the Company recorded a liability under the Plans of $4,323 and $3,909 respectively, (included
in long-term liabilities) and an asset (included in other assets) of $3,996 and $3,284, respectively, primarily representing the
cash surrender value of policies owned by the Company.
(14) Financial Instruments
Derivative Financial Instruments
The Company is exposed to credit losses in the event of non-performance by the financial institutions, who are the counter
parties, on its future foreign currency contracts. The Company anticipates, however, that the financial institutions will be
able to fully satisfy their obligations under the contracts. The Company does not obtain collateral to support financial
instruments, but monitors the credit standing of the financial institutions.
Off-Balance Sheet Risk
Commercial letters of credit are issued by the Company during the ordinary course of business through major banks as
requested by certain suppliers. The Company had open letters of credit of approximately $185 and $663 as of June 30, 2009
and 2008, respectively. The terms of these letters of credit are all less than one year. No material loss is anticipated due to
non-performance by the counter parties to these agreements.
Fair Value of Financial Instruments
The carrying values of all financial instruments classified as a current asset or current liability are deemed to approximate fair
value because of the short maturity of these instruments. The difference between the fair value of long-term notes receivable
and their carrying value at both June 30, 2009 and 2008 was not material. The fair value of the Company’s notes receivable
was based upon current rates offered for similar financial instruments to the Company.
Business and Credit Concentration
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade
receivables. The Company’s customers are dispersed across many industries and are located throughout the United States as
well as in Mexico, Brazil, Malaysia, France, Canada, Germany, Vietnam, Greece, Australia, the United Kingdom, the
Netherlands and other countries. The Company estimates an allowance for doubtful accounts based upon the credit
worthiness of its customers as well as general economic conditions. Consequently, an adverse change in those factors could
affect the Company’s estimate of this allowance. The Company as a policy does not require collateral from its customers. At
June 30, 2009 and 2008, no single customer accounted for as much as 10% of net trade accounts receivable.
No single product or customer accounted for as much as 10% of net sales in fiscal 2009, 2008 or 2007.
During the fiscal years ended June 30, 2009, 2008 and 2007, approximately 70%, 67% and 65%, respectively, of the
Company’s purchases came from Asia and approximately 17%, 19% and 21%, respectively, came from Europe.
The Company maintains operations located outside of the United States. Net assets located in Europe and Asia approximated
$67,481 and $37,074, respectively at June 30, 2009. Net assets located in Europe and Asia approximated $45,919 and
$34,307, respectively at June 30, 2008.
(15) Commitments and Contingencies
As of June 30, 2009, the Company has outstanding purchase obligations totaling $48,807 with suppliers to the Company’s
domestic and foreign operations to acquire certain products for resale to third party customers.
The Company and its subsidiaries are subject to various claims which have arisen in the normal course of business. The
impact of the final resolution of these matters on the Company’s results of operations in a particular reporting period is not
61
ACETO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands, except per-share amounts)
known. Management is of the opinion, however, that the ultimate outcome of such matters will not have a material adverse
effect upon the Company's financial condition or liquidity.
In fiscal years 2009, 2008 and 2007, the Company received letters from the Pulvair Site Group, a group of potentially
responsible parties (PRP Group) who are working with the State of Tennessee (the State) to remediate a contaminated
property in Tennessee called the Pulvair site. The PRP Group has alleged that Aceto shipped hazardous substances to the site
which were released into the environment. The State had begun administrative proceedings against the members of the PRP
Group and Aceto with respect to the cleanup of the Pulvair site and the group has begun to undertake cleanup. The PRP
Group is seeking a settlement of approximately $1,700 from the Company for its share to remediate the site contamination.
Although the Company acknowledges that it shipped materials to the site for formulation over twenty years ago, the
Company believes that the evidence does not show that the hazardous materials sent by Aceto to the site have significantly
contributed to the contamination of the environment and thus believes that, at most, it is a de minimus contributor to the site
contamination. Accordingly, the Company believes that the settlement offer is unreasonable. The impact of the resolution of
this matter on the Company's results of operations in a particular reporting period is not known. However, management
believes that the ultimate outcome of this matter will not have a material adverse effect on the Company's financial condition
or liquidity.
The Company has environmental remediation obligations in connection with Arsynco, Inc. (Arsynco), a subsidiary formerly
involved in manufacturing chemicals located in Carlstadt, New Jersey, which was closed in 1993 and is currently held for
sale. During fiscal 2009, based on continued monitoring of the contamination at the site and the approved plan of
remediation, the Company received an estimate from an environmental consultant stating that the costs of remediation could
be between $8,400 and $10,200. As of June 30, 2009 and 2008, a liability of $8,400 and $7,846, respectively, is included in
the accompanying consolidated balance sheet for this matter. In accordance with EITF Issue 90-8, “Capitalization of Costs to
Treat Environmental Contamination”, management believes that the majority of costs incurred to remediate the site will be
capitalized in preparing the property which is currently classified as held for sale. An appraisal of the fair value of the
property by a third-party appraiser supports the assumption that the expected fair value after the remediation is in excess of
the amount required to be capitalized. However, these matters, if resolved in a manner different from those assumed in
current estimates, could have a material adverse effect on the Company’s financial condition, operating results and cash flows
when resolved in a future reporting period.
In connection with the environmental remediation obligation for Arsynco, in July 2009, the Company entered into a
settlement agreement with BASF Corporation (BASF), the former owners of the Arsynco property. According to the
settlement agreement, BASF will pay for a portion of the prior remediation costs and going forward, will co-remediate the
property with the Company. The contract states that BASF, within twenty days of establishing a Trust Account, will pay the
Company $550 related to past response costs and pay a proportionate share of the future remediation costs. Accordingly, the
Company has recorded a gain of $550, which is included in selling, general and administrative expenses in the accompanying
consolidated statement of income for the year ended June 30, 2009. This $550 gain relates to the partial reimbursement of
costs of approximately $1,200 that the Company had previously expensed. The Company also recorded an additional
receivable from BASF, with an offset against property held for sale, for $3,780, representing its estimated portion of the
future remediation costs, which is included in the accompanying consolidated balance sheet as of June 30, 2009.
In March 2006, Arsynco received notice from the EPA of its status as a PRP under the Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA) for a site described as the Berry’s Creek Study Area. Arsynco is one
of over 150 PRPs which have potential liability for the required investigation and remediation of the site. The estimate of the
potential liability is not quantifiable for a number of reasons, including the difficulty in determining the extent of
contamination and the length of time remediation may require. In addition, any estimate of liability must also consider the
number of other PRPs and their financial strength. Based on prior practice in similar situations, it is possible that the State
may assert a claim for natural resource damages with respect to the Arsynco site itself, and either the federal government or
the State (or both) may assert claims against Arsynco for natural resource damages in connection with Berry's Creek; any
such claim with respect to Berry's Creek could also be asserted against the approximately 150 PRPs which the EPA has
identified in connection with that site. Any claim for natural resource damages with respect to the Arsynco site itself may
also be asserted against BASF, the former owners of the Arsynco property. Since an amount of the liability cannot be
reasonably estimated at this time, no accrual is recorded for these potential future costs. The impact of the resolution of this
matter on the Company’s results of operations in a particular reporting period is not known. However, management believes
that the ultimate outcome of this matter will not have a material adverse effect on the Company’s financial condition or
liquidity.
62
ACETO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands, except per-share amounts)
A subsidiary of the Company markets certain agricultural chemicals which are subject to the Federal Insecticide, Fungicide
and Rodenticide Act (FIFRA). FIFRA requires that test data be provided to the EPA to register, obtain and maintain
approved labels for pesticide products. The EPA requires that follow-on registrants of these products compensate the initial
registrant for the cost of producing the necessary test data on a basis prescribed in the FIFRA regulations. Follow-on
registrants do not themselves generate or contract for the data. However, when FIFRA requirements mandate that new test
data be generated to enable all registrants to continue marketing a pesticide product, often both the initial and follow-on
registrants establish a task force to jointly undertake the testing effort. The Company is presently a member of several such
task force groups, which requires payments for such memberships. In addition, in connection with our crop protection
business, the Company plans to acquire product registrations and related data filed with the United States Environmental
Protection Agency to support such registrations and other supporting data for three products. The acquisition of these product
registrations and related data filed with the United States Environmental Protection Agency as well as payments to various
task force groups could approximate $6,300 over the next fiscal year, of which $3,888 has been accrued as of June 30, 2009.
The Company leases office facilities in the United States, the Netherlands, Germany, France, China and Singapore expiring
at various dates between September 2009 and October 2014. In addition, a domestic subsidiary leases a manufacturing
facility under an operating lease expiring December 2009.
At June 30, 2009, the future minimum lease payments for office facilities and equipment for each of the five succeeding
years and in the aggregate are as follows:
Fiscal year
2010
2011
2012
2013
2014
Thereafter
Amount
$1,720
1,444
396
158
140
172
$4,030
Total rental expense amounted to $1,805, $1,868 and $1,672 for fiscal 2009, 2008 and 2007, respectively.
(16) Related Party Transactions
Certain directors of the Company are affiliated with law firms that serve as legal counsel to the Company on various
corporate matters. During fiscal 2009, 2008 and 2007, the Company incurred legal fees of $350, $342 and $329,
respectively, for services rendered to the Company by those law firms. The Company believes that the fees charged by those
firms were at rates comparable to rates obtainable from other firms for similar services.
In November 2003, the Company formed a joint venture with Nufarm Americas, Inc. (Nufarm), a subsidiary of Australia-
based Nufarm Limited. Each company owns 50% of the joint venture, named S.R.F.A., LLC. In June 2004, Nufarm and the
Company each loaned $1,000 to S.R.F.A., with those loans being evidenced by demand notes that bear interest at 3.0% per
annum. During fiscal 2005, S.R.F.A. repaid $500 of principal to each of Nufarm and the Company. During fiscal 2009,
S.R.F.A. repaid the remaining $500 of principal to each of Nufarm and the Company. In July 2009, the Company purchased
the remaining 50% of S.R.F.A for $250 and thus owns 100% of this entity in the first quarter of fiscal 2010.
63
ACETO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands, except per-share amounts)
(17) Other Recent Accounting Pronouncements
Emerging Issues Task Force (EITF) Issue No. 06-11, “Accounting for Income Tax Benefits of Dividends on Share-Based
Payment Awards” (EITF No. 06-11) became effective in the first quarter of fiscal 2009. EITF No. 06-11 requires that the tax
benefit received on dividends associated with share-based awards that are charged to retained earnings should be recorded in
additional paid-in-capital (APIC) and included in the APIC pool of excess tax benefits available to absorb potential future tax
deficiencies on share-based payment awards. The adoption of EITF No. 06-11 did not have a material impact on the
Company’s consolidated financial statements.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an
amendment of Accounting Research Bulletin No 51” (SFAS No. 160). SFAS No. 160 establishes accounting and reporting
standards for ownership interests in subsidiaries held by parties other than the parent, changes in a parent’s ownership of a
noncontrolling interest, calculation and disclosure of the consolidated net income attributable to the parent and the
noncontrolling interest, changes in a parent’s ownership interest while the parent retains its controlling financial interest and
fair value measurement of any retained noncontrolling equity investment. SFAS No. 160 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is
prohibited. The Company must adopt these new requirements in its first quarter of fiscal 2010. The adoption of this
statement will impact the manner in which the Company presents noncontrolling interests, but will not impact its
consolidated financial position or results of operations.
In December 2007, the FASB approved the issuance of SFAS No. 141 (revised 2007) “Business Combinations” (SFAS No.
141R). SFAS No. 141R establishes principles and requirements for how the acquirer in a business combination recognizes
and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest;
recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and
determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects
of the business combination. The provisions for SFAS No. 141R are effective for fiscal years beginning after December 15,
2008 and are applied prospectively to business combinations completed on or after that date. Early adoption is not permitted.
SFAS No. 141R is effective for the Company beginning in the first quarter of fiscal 2010, which will change our accounting
treatment for business combinations on a prospective basis.
In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, “Effective Date of FASB Statement No. 157” (FSP
157-2). FSP 157-2 delays the effective date of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities, except for
certain items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).
The Company is currently assessing the impact of SFAS No. 157 on its condensed consolidated financial statements for items
within the scope of FSP 157-2, which will become effective beginning with our first quarter of fiscal 2010.
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities— An
Amendment of FASB Statement No. 133” (SFAS No. 161). SFAS No. 161 requires enhanced qualitative disclosures about
objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on
derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. SFAS No. 161
became effective in the third quarter of fiscal 2009. The adoption of SFAS No. 161 did not have a material impact on the
Company’s consolidated financial statements.
In June 2008, the FASB issued Staff Position EITF No. 03-06-1, “Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities” (FSP EITF 03-06-1). FSP EITF 03-06-1 provides that unvested share-
based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are
participating securities and shall be included in the computation of earnings per share pursuant to the two-class method in
SFAS No. 128, “Earnings per Share”. The Company will adopt FSP EITF 03-06-1 effective July 1, 2009. The Company is
currently assessing the impact of FSP EITF 03-06-1 on its consolidated financial statements.
In April 2009, the FASB issued FSP FAS No. 107-1 and Accounting Principles Board (APB) 28-1 “Interim Disclosures
about Fair Value of Financial Instruments,” which requires disclosures about fair value of financial instruments for interim
reporting periods and amends APB Opinion No. 28 “Interim Financial Reporting” to require those disclosures in summarized
64
ACETO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands, except per-share amounts)
financial information at interim reporting periods. The FSP is effective for interim reporting periods ending after June 15,
2009. The FSP does not require disclosures for earlier periods presented for comparative purposes at initial adoption. As this
FSP provides only disclosure requirements, the adoption of this standard will not have a material impact on the Company’s
financial condition or operating results.
In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (SFAS No. 165). SFAS No. 165 establishes general
standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are
issued. The Company adopted SFAS No. 165 during the fourth quarter of 2009. In accordance with SFAS No. 165, the
Company has evaluated subsequent events through the date and time the financial statements were issued on September 11,
2009.
In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162” (SFAS No. 168), and establishes
only two levels of U.S. generally accepted accounting principles (“GAAP”), authoritative and nonauthoritative. SFAS No.
168 will become the source of authoritative, nongovernmental GAAP, except for rules and interpretive releases of the
Securities and Exchange Commission (SEC), which are sources of authoritative GAAP, for SEC registrants. All other
nongrandfathered, non-SEC accounting literature not included in the Codification will become nonauthoritative. SFAS No.
168 will become effective in the first quarter of 2010 and as SFAS No. 168 was not intended to change or alter existing
GAAP, it will not have any impact on the Company’s consolidated financial statements.
(18) Segment Information
The Company's business is organized along product lines into three principal segments: Health Sciences, Chemicals &
Colorants and Crop Protection.
Health Sciences - includes the active ingredients for generic pharmaceuticals, vitamins, and nutritional supplements, as well
as products used in preparing pharmaceuticals, primarily by major innovative drug companies, and biopharmaceuticals.
Chemicals & Colorants - includes a variety of specialty chemicals used in plastics, resins, adhesives, coatings, food, flavor
additives, fragrances, cosmetics, metal finishing, electronics, air-conditioning systems and many other areas. Dye and
pigment intermediates are used in the color-producing industries such as textiles, inks, paper, and coatings. Organic
intermediates are used in the production of agrochemicals.
Crop Protection - includes herbicides, fungicides and insecticides that control weed growth as well as control the spread of
insects and other microorganisms that can severely damage plant growth. The Crop Protection segment also includes a sprout
inhibitor for potatoes and an herbicide for sugar cane. The Company changed the name of this segment from Agrochemicals
to Crop Protection in 2007 to more accurately portray the markets in which it does business.
65
ACETO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands, except per-share amounts)
The Company's chief operating decision maker evaluates performance of the segments based on net sales and gross profit.
The Company does not allocate assets by segment because the chief operating decision maker does not review the assets by
segment to assess the segments' performance, as the assets are managed on an entity-wide basis.
2009
Net sales
Net gross profit
2008
Net sales
Net gross profit
2007
Net sales
Net gross profit
Health
Sciences
Chemicals &
Colorants
Crop
Protection
Consolidated
Totals
$187,569
33,619
$116,906
17,631
$ 18,171
4,370
$322,646
55,620
$211,481
44,612
$129,662
18,782
$ 18,448
3,911
$359,591
67,305
$170,691
33,007
$123,299
16,556
$ 19,483
4,930
$313,473
54,493
Net sales and gross profit by source country for the years ended June 30, 2009, 2008 and 2007 were as follows:
United States
Germany
Netherlands
France
Asia-Pacific
Total
2009
$ 185,223
62,934
16,362
25,398
32,729
$ 322,646
Net Sales
2008
$ 207,839
72,077
12,215
26,286
41,174
$ 359,591
2007
$ 184,391
68,484
8,579
16,812
35,207
$ 313,473
2009
$ 29,769
17,493
1,980
2,546
3,832
$ 55,620
Gross Profit
2008
$ 33,785
24,296
1,826
2,919
4,479
$ 67,305
2007
$ 29,779
17,371
1,594
1,973
3,776
$ 54,493
Sales generated from the United States to foreign countries amounted to $30,237, $44,844 and $35,540 for the fiscal years
ended June 30, 2009, 2008 and 2007, respectively.
Long-lived assets by geographic region as of June 30, 2009 and June 30, 2008 were as follows were as follows:
United States
Europe
Asia-Pacific
Total
Long-lived assets
2009
2008
$ 4,729
$11,445
3,734
3,120
3,252
3,063
$17,628
$11,715
66
ACETO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2009, 2008 AND 2007
(in thousands, except per-share amounts)
(19) Unaudited Quarterly Financial Data
The following is a summary of the unaudited quarterly results of operations for the years ended June 30, 2009 and 2008.
Fiscal year ended June 30, 2009
Net sales
Gross profit
Net income
September 30,
2008
$93,839
18,937
4,551
For the quarter ended
December 31,
2008
$74,215
11,745
1,092
March 31,
2009
$79,800
13,255
1,935
June 30,
2009 (1)
$ 74,792
11,683
1,051
Net income per diluted share
$ 0.18
$ 0.04
$ 0.08
$ 0.04
Fiscal year ended June 30, 2008
Net sales
Gross profit
Net income
September 30,
2007
$79,528
14,563
1,294
For the quarter ended
December 31,
2007
$77,105
12,479
908
March 31,
2008
$98,255
16,043
3,294
June 30,
2008
$104,703
24,220
7,977
Net income per diluted share
$ 0.05
$ 0.04
$ 0.13
$ 0.32
The net income per common share calculation for each of the quarters is based on the weighted average number of shares
outstanding in each period. Therefore, the sum of the quarters in a year does not necessarily equal the year’s net income per
common share.
(1) Includes gain related to partial reimbursement of past response costs. See Note 7, "Environmental Remediation".
67
Schedule II
ACETO CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
For the years ended June 30, 2009, 2008 and 2007
(dollars in thousands)
Description
Year ended June 30, 2009
Allowance for doubtful accounts
Year ended June 30, 2008
Allowance for doubtful accounts
Year ended June 30, 2007
Allowance for doubtful accounts
Balance at
beginning of
year
Charged to
costs and
expenses
Charged to
other
accounts
Deductions
Balance at
end of year
$ 477
$ 528
$ 491
$ 98
$ 416
$ 132
-
-
-
$ 29(a)
$ 976
$ 112(a)
$ 477
$ 57(a)
$ 491
(a) Specific accounts written off as uncollectible.
68
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Company has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ACETO CORPORATION
By /s/Leonard S. Schwartz
Leonard S. Schwartz
Chairman and Chief Executive Officer
Date: September 11, 2009
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Company and in the capacities and on the dates indicated.
Signatures
Title
/s/Leonard S. Schwartz
Leonard S. Schwartz
Chairman and
Chief Executive Officer
(Principal Executive Officer)
/s/Douglas Roth
Douglas Roth
Secretary/Treasurer and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/Stanley Fischer
Stanley Fischer
/s/Robert Wiesen
Robert Wiesen
/s/Albert L. Eilender
Albert L. Eilender
/s/Hans C. Noetzli
Hans C. Noetzli
/s/William Britton
William Britton
/s/ Richard P. Randall
Richard P. Randall
Director
Director
Director
Director
Director
Director
Date
09-11-09
09-11-09
09-11-09
09-11-09
09-11-09
09-11-09
09-11-09
09-11-09
69
Exhibit Number
Description
EXHIBIT INDEX
3.1 Restated Certificate of Incorporation (incorporated by reference to Exhibit 4(a)(iii) to Registration
Statement No. 2-70623 on Form S-8 (S-8 2-70623)).
3.2 Certificate of Amendment dated November 21, 1985 to Restated Certificate of Incorporation (incorporated
by reference to Exhibit 3(ii) to the Company's annual report on Form 10-K for the fiscal year ended June 30,
1986).
3.3 Amended and restated by-laws of Aceto Corporation, effective as of February 2, 2005 (incorporated by
reference to Exhibit 3.1 to the Company’s current report on Form 8-K dated February 2, 2005).
3.4 Amended and restated by-laws of Aceto Corporation, effective as of December 6, 2007 (incorporated by
reference to Exhibit 3.1 to the Company’s current report on Form 8-K dated December 6, 2007).
10.1 Aceto Corporation 401(k) Retirement Plan, effective August 1, 1997, as amended and restated as of July 1,
2002 (incorporated by reference to Exhibit 10.1 to the Company’s annual report on Form 10-K for the fiscal
year ended June 30, 2004).
10.2 Supplemental Executive Retirement Plan, as amended and restated, effective June 30, 2004 and frozen as of
December 31, 2004 (incorporated by reference to Exhibit 10.2 to the Company’s annual report on Form
10-K for the fiscal year ended June 30, 2004).
10.3 Aceto Corporation Stock Option Plan (as Amended and Restated effective as of September 19, 1990) (and
as further Amended effective June 9, 1992) (incorporated by reference to Exhibit 10(v)(b) to the Company's
annual report on Form 10-K for the fiscal year ended June 30, 1992).
10.4 1998 Aceto Corporation Omnibus Equity Award Plan (incorporated by reference to Exhibit 10(v) to the
Company’s annual report on Form 10-K for the fiscal year ended June 30, 1999).
10.5 Aceto Corporation 2002 Stock Option Plan (incorporated by reference to Exhibit 4(i) to Registration
Statement No. 333-110653 on Form S-8).
10.6 Lease between Aceto Corporation and M. Parisi & Son Construction Co., Inc. for office space at One
Hollow Lane, Lake Success, NY dated April 28, 2000 (incorporated by reference to Exhibit 10(vi) to the
Company’s annual report on Form 10-K for the fiscal year ended June 30, 2000).
10.7 Lease between Aceto Corporation and M. Parisi & Son Construction Co., Inc. for office space at One
Hollow Lane, Lake Success, NY dated April 28, 2000 (incorporated by reference to Exhibit 10(vi)(b) to the
Company’s annual report on Form 10-K for the year ended June 30, 2000).
10.8 Lease between CDC Products Corp. and Seaboard Estates for manufacturing and office space at 1801
Falmouth Avenue, New Hyde Park, NY dated October 31, 1999 (incorporated by reference to Exhibit
10(vi)(c) to the Company’s annual report on Form 10-K for the year ended June 30, 2000).
10.9 Stock Purchase Agreement among Windham Family Limited Partnership, Peter H. Kliegman, CDC
Products Corp. and Aceto Corporation (incorporated by reference to Exhibit 10(vii) to the Company’s
annual report on Form 10-K for the year ended June 30, 1999).
10.10 Asset Purchase Agreement among Magnum Research Corporation, CDC Products Corp., Roy Gross and
Aceto Corporation (incorporated by reference to Exhibit 10 (viii) to the Company’s annual report on Form
10-K for the year ended June 30, 2000).
10.11 Asset Purchase Agreement between Schweizerhall, Inc. and Aceto Corporation (incorporated by reference
to Exhibit 10(ix) to the Company’s annual report on Form 10-K for the year ended June 30, 2000).
70
10.12 Purchase and Sale Agreement among Schweizerhall Holding AG, Chemische Fabrik Schweizerhall,
Schweizerhall, Inc., Aceto Corporation and Aceto Holding B.V., I.O. (incorporated by reference to Exhibit
2.1 to the Company’s current report on Form 8-K dated April 4, 2001).
10.13 Loan Guarantee between Aceto Corporation and subsidiaries and Deutsche Bank AG dated March 22, 2001
(incorporated by reference to Exhibit 10.13 to the Company’s annual report on Form 10-K for the year
ended June 30, 2001).
10.14 Credit Agreement between Aceto Corporation and subsidiaries and JPMorgan Chase Bank dated May 10,
2002 (incorporated by reference to Exhibit 10.13 to the Company’s annual report on Form 10-K for the year
ended June 30, 2002).
10.15 Amendment and Waiver to Credit Agreement between Aceto Corporation and subsidiaries and JPMorgan
Chase Bank dated June 29, 2004 (incorporated by reference to Exhibit 10.15 to the Company’s annual report
on Form 10-K for the year ended June 30, 2004).
10.16 Waiver to Credit Agreement between Aceto Corporation and subsidiaries and JPMorgan Chase Bank dated
August 31, 2004 (incorporated by reference to Exhibit 10.16 to the Company’s annual report on Form 10-K
for the year ended June 30, 2004).
10.17 Share Purchase Agreement dated as of December 12, 2003 between Aceto Holding GmbH and Corange
Deutschland Holding GmbH (incorporated by reference to Exhibit 2.1 to the Company’s current report on
Form 8-K dated December 31, 2003).
10.18 Aceto Corporation Supplemental Executive Deferred Compensation Plan, effective March 14, 2005
(incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K dated March 14,
2005).
10.19 Form of purchase agreement between Shanghai Zhongjin Real Estate Development Company Limited and
Aceto (Hong Kong) Limited dated November 10, 2004 (incorporated by reference to Exhibit 10.1 to the
Company’s quarterly report on Form 10-Q for the quarter ended December 31, 2004).
10.20 Amendment and Waiver to Credit Agreement between Aceto Corporation and subsidiaries and JPMorgan
Chase Bank dated June 26, 2007.
10.21 Aceto Corporation 2007 Long-Term Performance Incentive Plan (incorporated by reference to Exhibit 4(i)
to Registration Statement No. 333-149586 on Form S-8).
10.22* Aceto Corporation Supplemental Executive Deferred Compensation Plan, Amended and Restated, effective
December 8, 2008.
10.23 Employment Agreement, effective March 24, 2009, between Aceto Corporation and Leonard S. Schwartz
(incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K dated March 27,
2009).
10.24 Employment Agreement, effective March 24, 2009, between Aceto Corporation and Douglas Roth
(incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K dated March 27,
2009).
10.25 Employment Agreement, effective March 24, 2009, between Aceto Corporation and Vincent Miata
(incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K dated March 27,
2009).
10.26 Employment Agreement, effective March 24, 2009, between Aceto Corporation and Frank DeBenedittis
(incorporated by reference to Exhibit 10.4 to the Company’s current report on Form 8-K dated March 27,
2009).
71
10.27 Employment Agreement, effective March 24, 2009, between Aceto Corporation and Michael Feinman
(incorporated by reference to Exhibit 10.5 to the Company’s current report on Form 8-K dated March 27,
2009).
21.1* Subsidiaries of the Company.
23.1* Consent of BDO Seidman, LLP.
31.1* Certification pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* Certification pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1* Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
32.2* Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
*Filed herewith
72
I, Leonard S. Schwartz, certify that:
CERTIFICATION
Exhibit 31.1
1. I have reviewed this annual report on Form 10-K of Aceto Corporation (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the
periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with U.S. generally
accepted accounting principles; and
c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
d) disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred
during the Registrant’s most recent quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over
financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or
persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize
and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the Registrant’s internal control over financial reporting.
Dated: September 11, 2009
/s/ Leonard S. Schwartz
Chairman and Chief Executive Officer
(Principal Executive Officer)
I, Douglas Roth, certify that:
CERTIFICATION
Exhibit 31.2
1. I have reviewed this annual report on Form 10-K of Aceto Corporation (the “Registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the
periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with U.S. generally
accepted accounting principles; and
c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
d) disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred
during the Registrant’s most recent quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over
financial reporting; and
5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or
persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize
and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the Registrant’s internal control over financial reporting.
Dated: September 11, 2009
/s/ Douglas Roth
Chief Financial Officer
(Principal Financial and Accounting Officer)
CERTIFICATION
Exhibit 32.1
In connection with the Annual Report of Aceto Corporation, a New York corporation (the “Company”), on
Form 10-K for the period ended June 30, 2009 as filed with the Securities and Exchange Commission on
the date hereof (the “Report”), I, Leonard S. Schwartz, Chairman, and Chief Executive Officer of the
Company, certify, pursuant to Section 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, that to my knowledge:
(1)
(2)
The Report fully complies with the requirements of Section 13(a) and 15(d) of the
Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company.
/s/ Leonard S. Schwartz
Chairman and Chief Executive Officer
(Principal Executive Officer)
September 11, 2009
Exhibit
32.2
CERTIFICATION
In connection with the Annual Report of Aceto Corporation, a New York corporation (the “Company”), on
Form 10-K for the period ended June 30, 2009 as filed with the Securities and Exchange Commission on
the date hereof (the “Report”), I, Douglas Roth, Chief Financial Officer of the Company, certify, pursuant
to Section 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to
my knowledge:
(1)
(2)
The Report fully complies with the requirements of Section 13(a) and 15(d) of the
Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company.
/s/ Douglas Roth
Chief Financial Officer
(Principal Financial and Accounting Officer)
September 11, 2009