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Aceto Corporation. (NASDAQ:ACET)

F2Q08 (Qtr End 12/31/07) Earnings Call

February 8, 2008 10:00 am ET

Executives

Leonard Schwartz - Chairman, President and CEO

Douglas Roth - CFO

Hank Gracin - Securities Counsel of Lehman & Eilen

Ted Ayvas - Director IR & Corporate Communications

Analysts

Daniel Rizzo - Sidoti & Company

Kevin McKenna - Main Line Capital Management

Lenny Dunn - Freedom Investors Company

Eugene Fox - Cardinal Capital Management

Harvey Hanerfeld - West Creek Capital

Steve Bush - South Paw Investments

Operator

Good morning. My name is Luan and I will be your conference operator today. At this time, I would like to welcome everyone to the Aceto Corporation fiscal 2008 second quarter results conference call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. (Operator Instructions).

This conference call contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended and Section 21E of the Securities Exchange Act of the 1934 as amended.

These forward-looking statements are based on current expectations, estimates and projections of management. Aceto intends for these forward-looking statements to be covered by the Safe-Harbor provisions for forward-looking statements. Words such as anticipates, expects, intends, plans, believes, seeks, estimate or variation on words are intended to identify such forward-looking statements.

The forward-looking statements contained in this conference call include but are not limited to statements regarding the company's strategic initiatives, including selling finished dosage from generic drug, providing vaccines for companion animal, entering the Japanese pharmaceutical market, selling and other crop protection products, beginning with the 2009 growing season, or perhaps sooner, the globalization of our nutraceutical business, our level of working capital, financial guidance, for the third quarter of fiscal year 2008, and prospects for long-term growth.

All forward-looking statements are made as of the date of this conference call and Aceto assumes no obligation to update them, other than as required by law. Risks that could cause actual results to differ materially from those set forth or implied by any forward-looking statements can be found in Aceto's filings with the Securities and Exchange Commission, which are available at www.sec.gov.

Now I would like to turn the call over to, Mr. Ted Ayvas, Director of Investor Relations and Corporate Communications. Please go ahead, sir.

Ted Ayvas

Thank you. Good morning and welcome to Aceto Corporation's fiscal 2008 second quarter conference call and audio webcast. With me today, is Leonard Schwartz, our Chairman, President, and CEO; Douglas Roth, our Chief Financial Officer; and Hank Gracin of Lehman & Eilen, our outside Securities Counsel.

During this call, Len will give an overview of the company's results for the fiscal second quarter ended December 31, 2007, and provide an update on our strategic initiatives for growth. Following that, we'll open the call up for questions. Now I'd like to turn the call over to Len Schwartz. Len?

Leonard Schwartz

Thanks, Ted, and good morning, everyone. We, the company as I personally am disappointed with the operating results that we have reported today. Our sales increased 1.9% to $77.1 million compared to $75.7 million in the fiscal 2000 quarter. Gross profit remained flat at $12.5 million in the fiscal 2008 quarter compared to $12.6 million in the 2007 comparable quarter.

Operating income decreased 36.8% to $1.7 million from $2.7 million in the fiscal 2007 quarter. Net income decreased 47.9% to $0.9 million or $0.04 per share compared to $1.7 million or $0.07 per share in the fiscal 2007 quarter. We are clearly not happy and are working hard to make it better.

Please note that the fiscal 2000 quarter was negatively impacted by the following two factors. The first of this was a significant decline in sales in our Crop Protection segment of 45%. We do believe a significant portion of this decline will be recovered in the second half of fiscal 2008; second half is first half of calendar year 2008.

The other factor affecting our results was a 7.5% increase in SG&A expenses during the quarter due substantially to increased legal expenses related to the anti-trust case that Aceto had previously commenced against the owner of certain licensed technology used by one of Aceto's Crop Protection products.

Looking at the first half of fiscal ’08 net sales were $156.6 million a 4.1% increase from $150.4 million for the fiscal 2000 comparable periods. So we did actually have an increase in sales in the six months as well as the quarter.

Gross profit in the first half of fiscal ’08 was $27 million again an increase from fiscal ’07 of $25.1 million. Our net income was $0.09 per share, which was a significant decrease compared to $0.17 per diluted share in the first six months the two comparable periods. So from $0.17 to $0.09 we’re not happy about it.

If we look at our business segments other than the crop protection, which we had previously mentioned sales in our Health Sciences segment grew 8.7% from the 2007 comparable quarter, largely as a result of increase in sales of pharmaceuticals intermediates as well as increased sales in our foreign operations specifically Germany.

I would like to add going off script now that the Health Science segment is particularly challenging and although we’re not happy with our results, we’re happy that we’re continuing to increase our top line and gross profit on our Health Sciences segment. The whole Health Sciences market for whatever segment it be patented drugs, generic drugs, biopharmaceuticals and alike is particularly challenging and we are putting more and more emphasis to be continually successful in this marketplace.

Again Chemicals and Colorants shares increased 4.6%, primarily as a result of sales of pigment intermediates, other intermediates and an increase in sales for aroma chemicals which were probably offset by a decline in sales of agriculture intermediates. So our Chemicals and Colorants business continues to very healthy even in spite of what seems to be a weakening economic condition.

I would like to provide you with an update of our current strategic initiatives. We are pleased to advise that our strategic initiative to enter the Japanese pharmaceutical market is going very, very well. We have executed our first trial order for a pharmaceutical intermediate to a Japanese pharmaceutical manufacturer.

I would like to add this is a Japanese company, not a multinational company and we have many, many products on development activity there. So we are very, very pleased and this is a huge potential business for the company, huge market opportunity.

We are focusing more and more in Japan to take advantage of this and we are expanding our operational capabilities and our resources. We are not expanding operational capabilities, we intend to expand our operational capabilities shortly and we are focusing more and more of our resources on Japan. We believe it is a significant opportunity.

By way of Japan I would like to say somebody will ask me this question that when we previously announced our activities in Japan we talked about entering the Japanese pharmaceutical market from three different directions.

Pharmaceutical intermediates which are chemicals used to make active ingredients known as APIs. APIs and Finished Dosage Form as a result of the very, very positive feedback and what we perceive to be the very large opportunity we're basically focusing all our resources on pharmaceutical intermediates, easier to sell, much less regulatory involvement, and the fact that the Japanese pharmaceutical market is growing, actually it's not growing it's becoming more a cost conscious is playing right into our hands.

I'd like also to add about the Japanese pharmaceutical market is that there are no other company doing what Aceto, at first I said attempted to do, now I'll say doing, because in fact we received and executed our first quarter albeit a trial order. So we're very, very optimistic about Japan, and it's quite remarkable the speed at which it's going.

Our initiative to provide vaccines for companion animals continues to move forward. The final animal challenge retesting will be completed shortly. As you may recall, we had to do the challenge studies, four individual tests. We had a problem with the USDA. We had to redo the tests, I now can report that three of the four tests have been completed, and the fourth test will be completed very shortly. We've selected we also have to do a field safety test. We've selected a firm to do this test, and we are in the process to prepare that testing now. So that's all moving forward.

As I said before, please be reminded that this is a regulatory review and while we are doing everything we can to expedite the process, there can be no assurance as to when approval process will be 100% complete. However, we are not anticipating a USDA approval, for the sale of any companion animal vaccines in fiscal '08. I would like to make that very clear we want to be transparent, we do not want to mislead people.

This is a long and arduous process dealing with a regulatory agency that is highly conservative and we are playing it by their book, dotting the T's and crossing I's. With respect to our initiative to distribute finished dosage from generic drugs, we have increased and are continuing our efforts to enhance our pipeline of products and are working hard in that regard.

If you recall during our first quarter conference call we discussed a new strategic initiative that we've undertaken namely the globalization of nutraceutical business. We are looking more and more favorably towards positive results from this and as we continue to emphasize business and while the US market of nutraceuticals is still growing, the European market has even greater growth potential as a result of changing European attitudes towards nutritional supplements, principally in Germany and France which are both very large markets. The potential market there is enormous and we are really pressing forward.

In summary, although we the company and I personally are disappointed with the operating performance in the second quarter, even though our top line was up slightly. We really remained very optimistic about Aceto's long-term strategic direction. We ended the fiscal 2008 second quarter with working capital of $118.6 million. No long-term bank debt and shareholder's equity of $129.2 million.

We believe this working capital provides us with the financial strength to move our strategic initiatives forward, as well as take part in any other opportunities that may develop for the company. We remain optimistic about the company's long-term business prospects with our core businesses serving as a solid foundation for future growth.

Some comments about the dividend, I'm pleased to know that the Board of Directors has declared a special dividend of $0.05 per common share, which will be distributed on March 7, 2008 to shareholders of record as of February 22.

As we look at our core businesses and the progress we made with our various strategic initiatives, some of you may know are no longer considered strategic initiatives, but are considered part of that core business. The pigment business, moving in to Poland and other things like that, we remain very optimistic about the future Aceto.

The decoration of this special dividend we announced today reflects the boards continuing confidence in the company’s prospect. Our very strong cash position as well as a clear understanding from the board and myself personally as Chairman and CEO that the shareholders own our company and are entitled to a fair and equitable return on investment.

In terms of financial guidance we expect to earn $0.06 per share in the third quarter of ’08 compared to the $0.07 that we reported in the fiscal 2007 quarter. As you may have seen on the press release we said we’re going to discontinue providing quarterly guidance. We made this decision that begins in the first quarter of fiscal ’09 we’ll no longer be providing earnings guidance.

The reason behind that decision is the fact that as a public company our primary objective is to manage the company with our objective of continuing increasing long-term shareholder value. This is our goal, this is our challenge and this is what we do. We don’t want to become distracted into managing a company to meet or exceed this short-term quarterly guidance projects which, could lead to decisions that would benefit the company short-term at the expense of enhancement of long-term shareholder value.

However, in our quarterly releases on the conference call in meetings with shareholders that choose the company meet with us. We’ll continue to provide updates on the various business segments as well as our strategic initiatives that we are currently on. We believe this is the best course of action for Aceto to take.

Now come and get me ladies and gentlemen, operator could you please assist us with that.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from the line of Daniel Rizzo with Sidoti & Company.

Daniel Rizzo - Sidoti & Company

Hi guys. You mentioned that you completed your first trial order with the Japanese company. I don’t know the expense or what's the next step then?

Leonard Schwartz

The next step with that company or next step in our overall marketing activity?

Daniel Rizzo - Sidoti & Company

Your overall marketing activity?

Leonard Schwartz

Okay. When we went into Japan, let me, I broached on it briefly, but we are very, very optimistic on Japan. Let me just rehash where we came from. When you first heard about this, which was a year ago, I guess at or a year ago, less than a year ago. Because of a situation that developed in Japan because we owned a piece of a trading company. We felt that we now have the capability to go in to Japan. The trading companies were acquired by a much bigger company and we felt that we now have the capability to go into Japan in the Japanese way.

So, looking at the Japanese pharmaceutical market which is $70 billion, there is a lot of dynamics going on. Now one dynamics is more than 20% of the Japanese population is over 65 years old. Japanese healthcare costs are rising dramatically and the Japanese government is now taking steps to deal with the reduction of healthcare costs and the efficiency of their healthcare system.

You could the liken the Japanese pharmaceutical market to where in terms of patented drugs versus generic drugs to the way the US was in about 1995, where the market in Japan now is about probably 60% to 70% generic drugs, which is where the US was and now the US is 55%.

So we decided to take a broad view of the Japanese market. We entered in to agreement with a very substantial company sign we disclosed this before. Right, Sanyo trading the Japanese company who is in the chemical business, not in the pharmaceutical business. We did a joint distribution agreement where we will provide the product support, the products, the products support, the technical know-how and they will do the selling Japanese style, very important. Okay.

Daniel Rizzo - Sidoti & Company

Okay.

Leonard Schwartz

So, so what we did was our initial market activities we're looking at all three segments; intermediates, APIs, and finished dosage form, actually we left the finished dosage forms were, because that was just far in the future. Well, as a result of our activities we've come to a conclusion that the intermediates represent such a huge opportunity for Aceto or anybody else if they chose to do it, there's nobody else doing it, such a huge opportunity.

We are focusing on intermediates because number one, selling an intermediate to a Japanese pharma -- to any pharmaceutical manufacturer, unless it's almost a final step with the intermediate of the drug it is basically there's a very little regulatory involvement -- it's basically the responsibility of the pharmaceutical manufacturer whoever they maybe. So the entry time is much, much shorter.

Selling an API you have to follow what's the Japanese equivalent of the DMF in the United States a drug method on [on pages]. Okay, so what we've done as we've now focused only on intermediates we believe the Japanese market for pharmaceutical intermediate is in excess of $4 billion with more than 95% being supplied by Japanese chemical companies if you want. Also pharmaceutical companies they make some of there own advanced intermediates. But it's a huge market far bigger than we could even talk about telephone book numbers to us at the moment.

So because we have now developed a tremendous interest we have a large number of products that we made offers to Japanese pharmaceutical manufacturers. We have also why, which obviously is not is the number of product we made the offers, our samples being evaluated and we were quite astonished at two things. Number one, that we got the reception from the Japanese pharmaceutical manufacturer that we did they are feeling the pressure from the Japanese government which basically controls the healthcare system to reduce costs.

In addition generic drugs are moving forward and the generic manufacturers are starting from scratch it's not like in terms of making generic drugs, it's not like we have to replace somebody. They are looking at generic drugs and we are going to supply the intermediates.

Lastly the reception of the Japanese of manufacturers was astonishing, it was astonishing I thought may be one of or three or four would talk to us, well in fact one out of two of every Japanese pharmaceutical manufacturer were talking to, is talking to us on a serious basis and I don't know the numbers but virtually all looks like a significant number because the boy is winking at me here. Virtually all of them are serious about taking offers, looking at samples. As a result of that we are increasing our activities in Japan. We have a sales agent there who really has very good product knowledge; we are supplying the products, the product knowledge and technical support.

Our original plan was to have a senior representative from the US visit Japan three, four times a year. We've now increased that to six times a year, we are entering which is quite remarkable into the Japanese pharmaceutical trade show called CPhI. No foreign companies are in there or none other than the large pharmaceutical companies and nobody like Aceto of course and we are actually contemplating engagement of on the ground Japanese regulatory manager which would make a global regulatory manager network come up to five. We are thinking about it, we haven't done it yet but it's something in our planning, so that's all I can say.

Daniel Rizzo - Sidoti & Company

And you said the large number of products. What is your ballpark what large numbers means like a dozen?

Leonard Schwartz

Shall I tell the truth?

Daniel Rizzo - Sidoti & Company

Ballpark.

Leonard Schwartz

Ballpark, we have right now based on information agreeing from the guy that's in-charge of the market opportunity we have been requested to offer, to spread offers to 25 different products. And some of those products have multiple customers.

Daniel Rizzo - Sidoti & Company

And the market size for those 25 products.

Leonard Schwartz

Bigger, telephone book numbers. Okay sorry, we don’t know because they go on to make drugs which are much bigger and bigger but it's very significant.

Daniel Rizzo - Sidoti & Company

Okay in terms of the (inaudible) you see you continue to move forward I mean how those we're looking at there.

Leonard Schwartz

I really can't say it, what have we said last time Ted.

Ted Ayvas

There is a significant pipeline more than 10.

Leonard Schwartz

We’ve more than ten products out, but you've got to understand that’s an evolving process its not like we are looking at 10 products continually. We’re looking for more and analyzing that will they fit into the market is the manufacturer qualified to come to the US market from a regulatory perspective from a quality perspective so it's a constantly evolving process. We’re looking at more and then we are killing some and this is what we do this is what Aceto does, this is our core business bringing new products to marketplace and constantly evaluating new product opportunities.

Daniel Rizzo - Sidoti & Company

Okay.

Leonard Schwartz

But at any given time we’ve more than 10 products under development if you will.

Daniel Rizzo - Sidoti & Company

Okay and the drop in crop protection sales was that actually related to lawsuit for the quarter?

Leonard Schwartz

Yes.

Ted Ayvas

Primarily, yeah.

Leonard Schwartz

Well, primarily yes.

Daniel Rizzo - Sidoti & Company

So you said you are expecting to pick it up in the second half of the year and so that means that you expect this also to be resolved by then correct?

Leonard Schwartz

All I can say is that we’re currently negotiating with the enemy.

Daniel Rizzo - Sidoti & Company

Okay so do you have any idea what the cost is going to be in terms of SG&A going forward on this lawsuit. I mean because the result of it affecting so much this quarter. I was wondering if you had a more perspective of that.

Leonard Schwartz

Doug?

Douglas Roth

They were successful in negotiating with the enemy if you will.

Leonard Schwartz

Enemy. Doug is as passionate as I am.

Douglas Roth

With the other party that we don’t believe our legal expenses will be high. There is no court actions its just a negotiation a paper negotiation and phone calls and we’re trying eliminate the attorneys and were business person to business person to resolve our issue.

Leonard Schwartz

I would like to also say that Aceto is negotiating directly with the enemy if you will.

Daniel Rizzo - Sidoti & Company

Yeah.

Leonard Schwartz

We are now negotiating directly, not through the lawyers.

Daniel Rizzo - Sidoti & Company

Do you think you will know something on that in the next month or so, are we?

Leonard Schwartz

I hope so.

Daniel Rizzo - Sidoti & Company

Okay. Alright, thanks, guys.

Leonard Schwartz

Yes.

Operator

Your next question comes from the line of Kevin McKenna with Main Line Capital Management

Kevin McKenna - Main Line Capital Management

Good morning gentlemen, can you please address on Odansetron and any shipments on that drug?

Leonard Schwartz

We have not shipped the product yet. We expect to have the final approval of the factory. It is almost a pro forma thing in February and ship shortly thereafter.

Kevin McKenna - Main Line Capital Management

And just a follow-up on legal expenses in the quarter that we are currently in, you are expecting that there will be a significant decline in legal expense?

Leonard Schwartz

In the third quarter?

Kevin McKenna - Main Line Capital Management

Yes.

Leonard Schwartz

Our fiscal third quarter. As I just spoke to in the prior call to Mr. Rizzo, as long as we are successful and negotiating with the quote the enemy than our legal fee should not be, this should be significantly reduced compared to where they have been. We don't expect a big number if we can successfully do it. We have to go back. According to this there is an issue there than that will change.

Douglas Roth

But still it will not be the magnitude of where we were. I mean all the work is done.

Leonard Schwartz

Yes.

Douglas Roth

The work is done. We did all the work.

Kevin McKenna - Main Line Capital Management

Thank you.

Operator

Your next question comes from the line of Lenny Dunn with Freedom Investors Company.

Lenny Dunn - Freedom Investors Company

Good morning and just two questions. First of all I will thank you for paying the nickel dividend because as I have said in many conversations with you at least you have to be patient to be getting paid while you wait.

Leonard Schwartz

Lenny, you know what, a lot of your, some of your thinking came in to that decision making process. So, you can feel good today.

Lenny Dunn - Freedom Investors Company

Thank you. But anyhow we are being patient and don't particularly like the current share price, but don't think it reflects the prospects for the company.

Leonard Schwartz

Thank you.

Lenny Dunn - Freedom Investors Company

The other question I have, I certainly understand that you don't want to give quarterly guidance I'm really not for that because it does force you sometimes to book to short-term. But it wouldn't hurt to see a little bit of annual guidance if you would consider that because then you don't have to work as hard to get the numbers moved around…

Leonard Schwartz

I understand what you are saying Lenny. But I've got to tell you we've about had it with guidance. We got to run this business you can imagine how much time we spend on this guidance. An annual guidance will take more time, because we can't look at two or three quarters. Other than the strategic initiatives, that is difficult. So I got to be canny with you it's not the move that we were going to do, we're going to grow this company that's what we're going to do.

Lenny Dunn - Freedom Investors Company

No, I want you to do that. But if shareholders will like to have some understanding of what they own and what the prospects are quarterly is very difficult. And I am not interested in seeing you manage your earnings in any better, but giving us some guidance as to what you except on an annual basis I don't think is unreasonable?

Leonard Schwartz

Yeah, we'll look for the right balance in the exclusivity how it goes, how is that?

Lenny Dunn - Freedom Investors Company

Okay.

Leonard Schwartz

Thank you.

Lenny Dunn - Freedom Investors Company

Thank you.

Operator

(Operator Instructions) Your next question comes from the line of Steve Bush with South Paw Investments.

Steve Bush - South Paw Investments

Lenny and Ted.

Leonard Schwartz

Its Doug in Hank?

Steve Bush - South Paw Investments

Lenny, you asked me to come after you so I'm going to.

Leonard Schwartz

Ted.

Steve Bush - South Paw Investments

First of all as, you know I met with you guys in December.

Leonard Schwartz

Okay.

Steve Bush - South Paw Investments

In your press release you stated your initial release guidance was going to moved down. Some of that was result of currency. What was the currency effect for the quarter on a percentage basis for sales and earnings?

Leonard Schwartz

Hello

Douglas Roth

Yeah we ended up having a charge on a percentage basis. It was about a penny.

Steve Bush - South Paw Investments

One penny.

Leonard Schwartz

Okay

Steve Bush - South Paw Investments

Okay

Douglas Roth

A little short of a penny, between half a penny and a penny.

Steve Bush - South Paw Investments

What does that translate if you have it for percentage basis.

Leonard Schwartz

As a percentage of what?

Steve Bush - South Paw Investments

I guess with relevance we had $0.04 for earnings.

Leonard Schwartz

So we are at $0.04, so we are showing …

Steve Bush - South Paw Investments

95% effects.

Leonard Schwartz

Yeah a little bit less than that.

Steve Bush - South Paw Investments

Okay well so I guess here is my question. When I was sitting there in the room with you, I ask specifically and I have my notes here in front of me, what is the effect of currency on earnings and sales and the answer was, currency, and this is a quote is neutral, plus or minus 1%. So how from December of '07 to just recently do we get to a 25% currency effect?

Leonard Schwartz

We will double out the overall effect on the value of business that we do. Not the effect on the SG&A.

Steve Bush - South Paw Investments

Well and I asked about earnings and sales and currency was neutral.

Leonard Schwartz

The currency, we're seeing that we do business in the markets that we are in, many times the local currencies. Alright? And the amount of money considering the volume of business we do, the amount of money that went against us was approximately 1%. How much business did we do Doug in that quarter? We did about a 100 -- we did 70. Was it 77 million?

Douglas Roth

Yeah. 77 million

Leonard Schwartz

Well $77 million, Okay.

Steve Bush - South Paw Investments

Okay.

Leonard Schwartz

I remember the discussion we had we’re not trying to mislead you but the fact of the matter is that I was -- were talking about, based on the overall volume of business. Obviously currency would have a big effect on SG&A.

Steve Bush - South Paw Investments

Okay so much bigger effect on SG&A. I guess I must have worded my question incorrectly.

Douglas Roth

Yeah well, whatever.

Steve Bush - South Paw Investments

I'll take responsibility.

Douglas Roth

I’ll apologize if I have scheduled this information.

Steve Bush - South Paw Investments

Okay so much bigger effects on SG&A. Is there anyway to hedge anything or not.

Leonard Schwartz

We do hedge most of our purchases okay when we buy or sell in a different currency than our functional currency in each country we do hedge okay this one particular situation was related to the RMB versus the dollar and dollar devalued a lot more this quarter than it had since the de-linking in our fiscal ’06.

Steve Bush - South Paw Investments

Okay.

Leonard Schwartz

So in this situation we happen to be holding at a period in time and caught in the translation a currency translation loss because we’re holding $1 denominated assets.

Steve Bush - South Paw Investments

Okay fair enough. My second question about the same meeting is when we spoke about your lawsuit and maybe I miss interpreted this as well I guess. You said that you had enough inventory to keep sales going through the 2009 growing season?

Leonard Schwartz

That’s correct.

Steve Bush - South Paw Investments

Okay and implied of course that you would selling through the 2009 growing season? You had a 48% drop in sales due to the lawsuit.

Leonard Schwartz

Okay what happened was because we didn’t have the decision on the lawsuit we decided to not accept orders, we thought we're going to get the decision -- nothings changed. But we didn’t accept any orders in December because we’re going to talk when we are going to get the decision in early December. The decision is working which and it didn't come until just before Christmas. So the business that we had expected to do in December is pushed over. But we expect to sell the same amount. No change.

Steve Bush - South Paw Investments

Okay. So at the time you spoke to me was mid-December?

Leonard Schwartz

When we talked to you, we had not received the decision yet.

Steve Bush - South Paw Investments

Okay. Decision by who?

Leonard Schwartz

The decision by the judge.

Steve Bush - South Paw Investments

Okay, alright.

Leonard Schwartz

By the time we received the decision there was not time enough to book the orders. We're doing the process of negotiating.

Steve Bush - South Paw Investments

And what was the judge's decision you are discussing and talking about?

Leonard Schwartz

The judge denied us a preliminary injunction. But in the same order, he ordered the other party to negotiate with Aceto in good faith, on reasonable commercial terms and because of that the other party is now negotiating with us.

Steve Bush - South Paw Investments

Okay. That's helpful enough. Alright, hold on, one more second. So my last question is and this is more of a statement followed by a question since you asked me to come after you. So over last, since 2003-2004 executive salaries bonus and option grants had a substantially higher growth trajectory than say earnings and sales. So my question is I have seen the new compensation plan as a file.

Leonard Schwartz

Okay

Steve Bush - South Paw Investments

Does this mean that in the future going forward that stock awards and cash bonuses will be based on actual results as opposed to hope for strategic initiative plans, guesses and assumptions that haven't worked out in five years?

Leonard Schwartz

It will be based on actual results plus some discretion, basically the board but discretion is not, will not be future hopes and dreams. Discretion will be actual things that are accomplished.

Steve Bush - South Paw Investments

Okay, perfect. Again, I will say that I still love the company and it's not failed, so it doesn't bother me.

Leonard Schwartz

Okay.

Steve Bush - South Paw Investments

Good luck.

Leonard Schwartz

Thank you.

Operator

Your next question comes from the line of Eugene Fox with Cardinal Capital Management.

Eugene Fox - Cardinal Capital Management

Hi, Leon.

Leonard Schwartz

Hi, Gene.

Eugene Fox - Cardinal Capital Management

So, I've been listening maybe I missed it can you actually tell me what legal expenses were in the quarter?

Leonard Schwartz

His face is turning green, but Doug will tell you.

Douglas Roth

Yeah, hold on a second Gene. Legal expenses related to this patent infringement suit, It's not a patent infringement suit.

Leonard Schwartz

It’s a lawsuit not a patent infringement.

Douglas Roth

Okay. We're, in the second quarter of 2008 were $450,000.

Eugene Fox - Cardinal Capital Management

Okay.

Leonard Schwartz

You asked for just a quarter, right?

Eugene Fox - Cardinal Capital Management

Yes. And were there any other significant legal expenses in the quarter of note?

Leonard Schwartz

Not anything, what I would say will rise to significant now. Far more, normal stuff, yeah.

Eugene Fox - Cardinal Capital Management

Okay. When we look at your $0.06 guidance for next quarter, are you budgeting any number for legal expenses related to this lawsuit in that number?

Leonard Schwartz

Yes, sir. We have $125,000 in there.

Eugene Fox - Cardinal Capital Management

Okay. Going back to a statement that you made related to the lawsuit. If you were able to negotiate an agreement with your adversaries here, would that $125,000 still end up being paid?

Leonard Schwartz

No.

Hank Gracin

Well, if we're able to negotiate agreement, just to give it to the lawyer you write and an agreement then you submit it court and stop the lawsuit, end of story.

Leonard Schwartz

We think that would more than cover it Eugene.

Eugene Fox - Cardinal Capital Management

Please continue.

Hank Gracin

The money was that 100 a quarter was covered was in the event we have to go back to court.

Eugene Fox - Cardinal Capital Management

Okay alright that's what I wanted to understand.

Hank Gracin

Okay, listen you be around you come to terms you write it up give it to the lawyers they would they arrive at agreement, you submit it to court, end of story. What is that not a big deal.

Eugene Fox - Cardinal Capital Management

Okay, If you, the just to get in your heads a little bit and again I don't want you to negotiate in public, my presumption would be that the economics of this business for you going forward would be reasonably similar to its historical economics, if you were able to negotiate an acceptable agreement?

Leonard Schwartz

Well you know let me just say that to judge had reasonable commercial terms. The previous royalty that we were paying, which in fact was a credit to the customers was in terms of well it was because the, the license or to us was our customer. So we didn’t ask how when so we can pay him cash we are getting the credit for the same thing with the royalty in there, okay.

The royalty that we are paying was reasonable commercial terms, we would expect that if what the judge says will come true again it will be reasonable commercial terms and maybe somewhat different, but we don’t know what that was. You may have to lever them in court to come down to some terms. Understand -- lets understand what its all about, they are not looking to get a royalty from us. They are looking at us to drive starter in the business.

Eugene Fox - Cardinal Capital Management

No, no I understand.

Leonard Schwartz

Not by the market, that's why I call them the enemy. Okay this is not a normal business relationship. They were our friends, supposedly and all of sudden they hit us with a hammer on the head on March 29, gave us an ultimatum, [lack] of my ultimatum. They were going to drive us out of the business so this is going to comeback to what the judge ordered and in the negotiation we have gone with them they are trying to tell us they are been nice people by negotiating with us that’s a lot of crap we said we went back to them and said the only reason we’re negotiating was that because the judge put in the order. So let us understand where this is coming from.

Eugene Fox - Cardinal Capital Management

No, that much I got Leon.

Leonard Schwartz

Okay.

Eugene Fox - Cardinal Capital Management

As far as where we stand selling the product today you took no orders for that product for Q2 is that how we should interpret what you said?

Leonard Schwartz

That is absolutely correct we stood out, we kept talking to the customers but we declined to accept orders from the customers until we got the decision from the judge, and this decision came on December 18th, somewhere like 18th or 19th?

Eugene Fox - Cardinal Capital Management

Does that mean your accepting orders in Q3?

Leonard Schwartz

We’re hoping to accepting orders and are actively negotiating with all the customers now.

Eugene Fox - Cardinal Capital Management

Okay you made a statement in your release that you expect the sales that you lost in Q2 to comeback in the balance of the year.

Leonard Schwartz

A significant portion.

Eugene Fox - Cardinal Capital Management

A significant portion would, you just I saw I understand would your expectation that you would see some of those sales in Q3 but most in Q4 so I just want to understand how you are interpreting, how I should interpret that statement.

Leonard Schwartz

We had a breakdown, no.

Douglas Roth

Yeah, but like Gene said we are looking for historic selling pattern there is more in the fourth quarter than in the…

Leonard Schwartz

Because fourth quarter is the season for the product, actual deliveries. And how do are you defining sales are you defining sales as taking orders or was that in process.

Eugene Fox - Cardinal Capital Management

No delivering product what you're going to recognize through your income statement?

Leonard Schwartz

Okay delivering product will take place more than $0.5 million in Q4.

Eugene Fox - Cardinal Capital Management

What I guess I was thinking Lean is when I look at your annual comparisons I shouldn't assume a radical increase in Q3 necessarily over Q3 last year?

Leonard Schwartz

That's correct.

Eugene Fox - Cardinal Capital Management

Okay. I have got other questions, but I have asked plenty. So thank you all very much. I will get back in queue.

Leonard Schwartz

Thank you, Gene.

Douglas Roth

Thanks.

Operator

[Operator Instructions] Your next question comes from the line of Harvey Hanerfeld with West Creek Capital.

Harvey Hanerfeld - West Creek Capital

Good morning, guys.

Leonard Schwartz

Good morning, Harvey.

Harvey Hanerfeld - West Creek Capital

I had hopefully a quick question. Len, when you are reading from I assume it was the script, you said something that I didn’t see in the earnings release and that I was or I think it is not in the earnings release. Which is that the health sciences business, I think you said is increasingly difficult.

Leonard Schwartz

I am talking about the trend over years. This is not something a quarterly thing.

Harvey Hanerfeld - West Creek Capital

Oh, that's not. Okay, so it is not something that is.

Leonard Schwartz

No, no. I have been telling it is years the industry has gone to generic, generic prices dropped 90% on a product of generic. This is not something that is new. And this is common knowledge. Read the paper everyday how to see those information. This is common knowledge.

Harvey Hanerfeld - West Creek Capital

Got it. Okay, I misunderstood.

Leonard Schwartz

We are actually pleased that our Health Science business is actually growing.

Harvey Hanerfeld - West Creek Capital

And can you give a more detailed update on the Aceto branded generic pharmaceutical business?

Leonard Schwartz

We have two products which we've previously talked about. Isoflurane, Odansetron, we are actively working with other products. It is an ongoing process. It is not an easy process brining new generic drugs from mid-sized foreign manufacturers to market. We have a pipeline, an ongoing evolving pipeline of ten products and we are just working on. I can you tell myself. I am going to India in April to do this, to emphasize this. This is something we are working pretty diligently on.

Harvey Hanerfeld - West Creek Capital

Are you moving? I mean are the 10 products, how many of them are the same products, so you're just putting them in the hopper and putting 10 more in or are you moving forward on any of them?

Leonard Schwartz

No, it we're moving forward on everything. We are working for products. We are working for-- we got to offers from the supplier. We go into the marketplace, we take a look at the regulatory capabilities of the supplier. Do they have the ANDA, is it something that's applied for. We look at the marketplace, we look at the pricing, we go back to the supplier and, can you do this price because the prices for generic drugs are dropping dramatically and have dropped and always will continue to do so. So it's an evolving process.

One thing we are doing which we really haven't talked about, I guess, this is our normal course of business. Is that we're being more discriminatory in the types of products we're looking for. We are not working for big blockbuster products that may have 10 to 12 market participants. We're focusing increasingly more on smaller products that have 1 to 3 market participants.

And this is prior and but the point is you've got to go Walgreen or CVS or Rite Aid or those guys or [Duane Reed] and you have more selling to do because are they interested in a product that where they only buy $1 million a year with. So its part of what we're doing, in terms of the market push that we're going in, we're pushing more into niche products.

Harvey Hanerfeld - West Creek Capital

I see. So you are less excited than you previously…

Leonard Schwartz

No that's not true, because nobody is capable, nobody else is doing what we're doing. None of the mid-sized Indian pharmaceutical companies have operations in the United States or are attempting to sell finished dosage forms. The problem is it just takes a long time to get the product right, make sure the manufacturing is right, the customers are willing to buy, and it's just that we have to -- the product development we find is extraordinarily long that's all. Every factory has got to be inspected eight different ways, and that takes a lot of time and effort. Listen, we now have at Aceto we have 230 employees out of the 230 we have 28 fulltime regulatory employees or full time equivalent, full time and full time equivalent and 26 of them work in pharmaceutical, so this is a long ongoing process.

Do you see you any new generic pharmaceutical companies being formed, no, why not. It's very, very difficult. But we will prevail and the thing that encourage us, that still encourage us is we thought people would copy what we are doing. Nobody is copying what we are doing. Because it's just too difficult, the same thing would be with the vaccine business. This is a tough road, but we are up to the challenges, kind of just bear with us a while wondering, that's one of the reasons we decided to clear the special dividend. It's sort of a token that hey we are going to get there.

Harvey Hanerfeld - West Creek Capital

Okay, well thank you for the explanation and good luck.

Leonard Schwartz

Thanks, Harvey.

Operator

Your next question is a follow-up from the line of Eugene Fox with Cardinal Capital Management

Eugene Fox - Cardinal Capital Management

Couple of questions. When I look at your income statement, first you have an other expense item of $357,000 that was a significant increase over last year. It doesn’t appear like that has to do with the legal expenses that we were talking about. Can you explain to me what that is?

Douglas Roth

Yeah, most of that, Gene is related to foreign exchange that we spoke about before. Okay, so that's where in the other income I am searching now for a schedule that most of the $341, it's interest income, interest and other expenses in income. $341,000 for the three months, a lot of that is related to FX.

Eugene Fox - Cardinal Capital Management

So I presume that's a net number, you have interest income and there is charges against that and would the charge against that would be largely FX.

Douglas Roth

Of course, yes.

Eugene Fox - Cardinal Capital Management

Okay, when I think about that line item going forward, should we expect that to continue or are there are things that you've done, so that's unlikely we are unlikely to see a number of that magnitude going forward?

Leonard Schwartz

Okay, that's a good question Gene. Going forward we are looking at ways of remedying the translation, the dollar denominated translation issue that we have in China and the order committee is asking me to come up with few ideas. So by the end of this quarter, we maybe looking for a remedy for that.

I think for this particular quarter, it was unusually high due to the -- again like I said before the high devaluation of the dollar compared to the RMB was unusually high in the quarter okay.

Eugene Fox - Cardinal Capital Management

Got it.

Leonard Schwartz

For the first like 18 months or 24 months the de-linking, it was say five point some percent in the first year and 6% in the second year, so you’re looking at 1.5 every quarter on average and this quarter was over 2%. The economist don't except that to continue in the future, okay.

Eugene Fox - Cardinal Capital Management

You are going look at ways to see if you can

Leonard Schwartz

Absolutely, yes.

Douglas Roth

Well I can tell you, we had Board, our Order committee meeting was day before and our Board meeting yesterday and this is something that is high in the agenda.

Eugene Fox - Cardinal Capital Management

Having said that, have you assumed that there is some level of currency hit in your guidance going forward?

Leonard Schwartz

Yes sir.

Eugene Fox - Cardinal Capital Management

Okay, Len I apologize you were saying...

Douglas Roth

No problem. Let me just say one thing. There is really no good way to hedge the RMB versus the dollar, that's the problem. There was a Euro, you could hedge it in a minute and that's one of our problems.

Leonard Schwartz

And also because we’ve high amount of, we have more assets than liability dollar denominated in the country, so we can hedge. There are instruments out there but you just lock in and you know what your loss will be, okay but you can't cure it and that's why we looking for a solution to cure it and there are a couple alternatives.

Eugene Fox - Cardinal Capital Management

Okay, so last general group of questions. Len, one of the problems, I think we are all having relative to your initiative and your commentary is, they are, they do take time, but it's also very difficult to measure how and whether you are making progress and how close we are to seeing sort of meaningful or not even meaningful, revenues and profits from these initiatives. My sense from your comments was that your Japanese initiative and your finished dosage forms sound like they are the nearest to seeing tangible evidence.

Could you comment on any changes in the timeline as it relates to these issues because certainly we understand you are making progress, just but from the outside understanding where the goal line is for these things is very difficult and that's one of the problems I think we all have with the absence of guidance. Then it becomes even more difficult to measure tangible progress on reaching these initiatives.

Leonard Schwartz

Okay. Okay, let me go back, you know about three or four years ago when we realized the generic -- you are there, Gene?

Eugene Fox - Cardinal Capital Management

Yeah, thank you.

Leonard Schwartz

Okay, okay. About three or four years ago when we realized the generic pharmaceutical business was going to succumb, are getting very aggressive, are getting very competitive we realized that we had to do something else. We were always looking for acquisitions, but putting to that to the side, we started looking for new businesses that Aceto could go in to. We went in to the organic pigment business, we went in to the agro-chemicals. We actually had some significant results.

So this is an ongoing process. It is not that we are starting from scratch, when we have a goal line. Alright so this is and to the point where we announced that the organic pigments and some other things like the thing in Poland. So this is an ongoing process. What you are asking is how can you evaluate the situation.

We really can't quantify other than significant events that happen. We had two finished dosage forms that we have been successful with hoping we will get more and we shortly will. We will have, on the Japanese thing it's going very, very well, I mean, you can't quantify, but these will be evolving issues just like the organic pigment business. We picked up some business, it's growing and growing and growing. As far as the vaccines there is an endpoint there, that's for sure. We get our license, we are off to the races.

Okay, and with the $400 million market for that product and we're going to get some nice business out of there. And I don't know other way to quantify it. If we could give you, if we could quantify what we were doing, we would. But on the other hand you don't want to hear that we've offered 15 samples to people in Japan representing $100 million worth of business because you don't know where that's going to be. And I certainly don't want to mislead you all. I don't know the answer to that. If there's an endpoint we'll give you an endpoint, if there's a milestone we'll give you a milestone.

Eugene Fox - Cardinal Capital Management

Well, for example, on your finished dosage forms you've got two products, what does that mean? Does that mean they are approved and we should see sales for them in the next three to six months. Just a little bit of context where you can give it to us?

Leonard Schwartz

Well, okay. The two products, the isoflurane we started selling, the manufacturer had to move their bulk product production unit. So we're in the review process now from the FDA. We expect that to be completed very shortly, and we don't expect any problems there. We will be back in this business in the next week, expect to be back in the business in the next outside 60 days, okay.

The Odansetron given that the inspection of the factory by our customer's consultant will be going which we're certain because it's been inspected at least three times by the FDA, five times by the German Authority, multiple independent pharmaceutical companies, we expect to make our first deliveries in March.

Eugene Fox - Cardinal Capital Management

Okay. Is it fair to say even with that you haven't really incorporated any sales to speak up in your March guidance?

Leonard Schwartz

We have not put any of that in the guidance.

Eugene Fox - Cardinal Capital Management

Len, thanks a lot. I appreciate it.

Leonard Schwartz

My pleasure, Gene.

Operator

Your next question is a follow-up from the line of Steve Bush with South Paw Investment.

Steve Bush - South Paw Investment

Hi, Len. You just triggered a thought for me. What's the story on possible acquisition candidates, and that's really my last question.

Leonard Schwartz

Hold on

Steve Bush - South Paw Investment

Holding.

Leonard Schwartz

We are always looking, how is that?

Steve Bush - South Paw Investment

Okay, but has the recession or thoughts of recession created any opportunities or just looking?

Leonard Schwartz

Okay well, let me be modest, I am being [upfront], okay. If you looked at certain issues, the Wall Street Journal, the New York Times, Chemical Week, ISS which is the former Chemical Market Reporter and some agricultural journals that we are now advertising, you'd see that Aceto spent $50,000 in advertising going up to $60,000 in the IJournal. I hate spending money like that, but I felt it was necessary, okay.

We are spending more and more time looking for suitable acquisitions. We've engaged an investment banker, a small specialty firm working on a success fee basis. So we are not giving them any money upfront and they are working too. And we are really intensifying the looks of our acquisition. I do believe that as you indicate, you are thinking that the recession is going to help us in terms of acquisitions, because we hope to be able to find some small units of big companies, that just are not going to do well and they would let Aceto to look at and we're also looking at some things that become public, some public companies that have announced they want to divest certain assets, we are looking at those.

So we're really spending much more time at acquisitions now and we are hoping with our cash position and our superb and excellent, lovely relationship with JP Morgan Chase and I hope they are on the phone to hear this. Well, they are behind us too.

Steve Bush - South Paw Investment

Excellent, thanks.

Leonard Schwartz

Welcome

Ted Ayvas

Let’s shift to the other phone.

Operator

There are no further questions at this time I would now like to turn the call back to Mr. Schwartz for any closing comments.

Leonard Schwartz

Well, I think I have said enough ladies and gentlemen, and we appreciate your consideration in the company, we’re doing everything we can to bring us a greater success in just bear with us for a while and thank you very much.

Operator

Thank you for participating in today’s conference call. You may now disconnect.

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