Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2016 | May. 02, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | ACETO CORP | |
Entity Central Index Key | 2,034 | |
Trading Symbol | acet | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock Shares Outstanding | 29,585,085 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 53,093 | $ 34,020 |
Investments | 2,394 | 3,416 |
Trade receivables, less allowance for doubtful accounts (March 31, 2016, $509; June 30, 2015, $691) | 176,777 | 161,521 |
Other receivables | 12,459 | 10,611 |
Inventory | 100,314 | 95,596 |
Prepaid expenses and other current assets | 3,726 | 3,096 |
Deferred income tax asset, net | 2,511 | 2,050 |
Total current assets | 351,274 | 310,310 |
Property and equipment, net | 10,151 | 10,456 |
Property held for sale | 6,574 | 6,574 |
Goodwill | 67,893 | 67,870 |
Intangible assets, net | 81,647 | 78,997 |
Deferred income tax asset, net | 19,664 | 9,972 |
Other assets | 7,397 | 5,595 |
TOTAL ASSETS | 544,600 | 489,774 |
Current liabilities: | ||
Current portion of long-term debt | 197 | 10,197 |
Accounts payable | 60,860 | 54,962 |
Accrued expenses | 49,284 | 59,841 |
Total current liabilities | 110,341 | 125,000 |
Long-term debt, net | 117,229 | 99,960 |
Long-term liabilities | 6,365 | 7,542 |
Environmental remediation liability | 2,236 | 2,995 |
Deferred income tax liability | 9,578 | 66 |
Total liabilities | $ 245,749 | $ 235,563 |
Commitments and contingencies (Note 6) | ||
Shareholders' equity: | ||
Preferred stock, 2,000 shares authorized; no shares issued and outstanding | ||
Common stock, $.01 par value, 75,000 shares authorized at March 31, 2016 and 40,000 shares authorized at June 30, 2015; 29,585 and 29,147 shares issued and outstanding at March 31, 2016 and June 30, 2015, respectively | $ 296 | $ 292 |
Capital in excess of par value | 113,793 | 93,807 |
Retained earnings | 189,849 | 167,208 |
Accumulated other comprehensive loss | (5,087) | (7,096) |
Total shareholders' equity | 298,851 | 254,211 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 544,600 | $ 489,774 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Statement Of Financial Position [Abstract] | ||
Trade receivables, allowance for doubtful accounts (in dollars) | $ 509 | $ 691 |
Preferred stock, shares authorized | 2,000 | 2,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 75,000 | 40,000 |
Common stock, shares issued | 29,585 | 29,147 |
Common stock, shares outstanding | 29,585 | 29,147 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||||
Net sales | $ 157,926 | $ 145,796 | $ 423,100 | $ 400,364 |
Cost of sales | 119,637 | 109,198 | 314,362 | 306,096 |
Gross profit | 38,289 | 36,598 | 108,738 | 94,268 |
Selling, general and administrative expenses | 19,498 | 19,067 | 56,377 | 56,320 |
Research and development expenses | 2,319 | 2,101 | 6,280 | 3,223 |
Operating income | 16,472 | 15,430 | 46,081 | 34,725 |
Other (expense) income: | ||||
Interest expense | (2,157) | (952) | (4,766) | (2,993) |
Interest and other income (expense), net | 1,229 | (852) | 2,305 | 24 |
Other (expense) income, Total | (928) | (1,804) | (2,461) | (2,969) |
Income before income taxes | 15,544 | 13,626 | 43,620 | 31,756 |
Provision for income taxes | 5,120 | 5,215 | 15,628 | 11,909 |
Net income | $ 10,424 | $ 8,411 | $ 27,992 | $ 19,847 |
Basic income per common share (in dollars per share) | $ 0.36 | $ 0.29 | $ 0.96 | $ 0.69 |
Diluted income per common share (in dollars per share) | $ 0.35 | $ 0.29 | $ 0.95 | $ 0.68 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 29,158 | 28,773 | 29,085 | 28,710 |
Diluted (in shares) | 29,620 | 29,267 | 29,536 | 29,216 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive (loss) Income [Abstract] | ||||
Net income | $ 10,424 | $ 8,411 | $ 27,992 | $ 19,847 |
Other comprehensive income: | ||||
Foreign currency translation adjustments | 2,197 | (6,011) | 1,671 | (12,968) |
Change in fair value of interest rate swaps | (155) | (149) | (2) | |
Reclassification for realized loss on interest rate swap included in interest expense | 487 | |||
Comprehensive income | $ 12,621 | $ 2,245 | $ 30,001 | $ 6,877 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating activities: | ||
Net income | $ 27,992 | $ 19,847 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 9,476 | 8,940 |
Amortization of debt issuance costs and debt discount | 2,084 | |
Provision for doubtful accounts | (17) | 316 |
Non-cash stock compensation | 4,965 | 3,407 |
Deferred income taxes | (289) | (1,000) |
Contingent consideration | (1,074) | |
Earnings on equity investment in joint venture | (1,849) | (1,767) |
Changes in assets and liabilities: | ||
Trade accounts receivable | (14,595) | (33,084) |
Other receivables | (1,259) | (3,616) |
Inventory | (4,120) | (2,695) |
Prepaid expenses and other current assets | (605) | 649 |
Other assets | 424 | 1,261 |
Accounts payable | 5,604 | 9,467 |
Accrued expenses and other liabilities | (9,714) | 4,831 |
Net cash provided by operating activities | 17,023 | 6,556 |
Investing activities: | ||
Purchases of investments | (19) | (1,120) |
Sales of investments | 1,006 | |
Payments for intangible assets | (10,951) | (1,510) |
Purchases of property and equipment, net | (878) | (581) |
Net cash used in investing activities | (10,842) | (3,211) |
Financing activities: | ||
Payment of cash dividends | (5,351) | (5,232) |
Proceeds from exercise of stock options | 653 | 1,039 |
Excess tax benefit on stock option exercises and restricted stock | 1,169 | 670 |
Payment of contingent consideration | (1,500) | (3,000) |
Payment of deferred consideration | (3,500) | |
Proceeds from convertible senior notes | 143,750 | |
Payment for debt issuance costs | (5,153) | |
Proceeds from sold warrants | 13,685 | |
Purchase of call option (hedge) | (27,174) | |
Termination payment for interest rate swap | (420) | |
Borrowings of bank loans | 15,500 | 14,000 |
Repayment of bank loans | (122,648) | (12,294) |
Net cash provided by (used in) financing activities | 12,511 | (8,317) |
Effect of exchange rate changes on cash | 381 | (4,216) |
Net increase (decrease) in cash | 19,073 | (9,188) |
Cash and cash equivalents at beginning of period | 34,020 | 42,897 |
Cash and cash equivalents at end of period | $ 53,093 | $ 33,709 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Mar. 31, 2016 | |
Basis Of Presentation [Abstract] | |
Basis of Presentation | (1) Basis of Presentation The condensed consolidated financial statements of Aceto Corporation and subsidiaries (“Aceto” or the “Company”) included herein have been prepared by the Company and reflect all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for all periods presented. Interim results are not necessarily indicative of results which may be achieved for the full year. The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) 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. These condensed consolidated financial statements do not include all disclosures associated with consolidated financial statements prepared in accordance with GAAP. Accordingly, these statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto contained in the Company’s Form 10-K for the year ended June 30, 2015. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | (2) Stock-Based Compensation At the annual meeting of shareholders of the Company, held on December 15, 2015, the Company’s shareholders approved the Aceto Corporation 2015 Equity Participation Plan (the “2015 Plan”). Under the 2015 Plan, grants of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards (“Stock Awards”) may be offered to employees, non-employee directors, consultants and advisors of the Company, including the chief executive officer, chief financial officer and other named executive officers. The maximum number of shares of common stock of the Company that may be issued pursuant to Stock Awards granted under the 2015 Plan will not exceed, in the aggregate, 4,250 shares. Stock Awards that are intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, may be granted. Performance-based awards may be granted, vested and paid based on the attainment of specified performance goals. At the annual meeting of shareholders of the Company, held on December 6, 2012, the Company’s shareholders approved the amended and restated Aceto Corporation 2010 Equity Participation Plan (the “2010 Plan”). Under the 2010 Plan, grants of stock options, restricted stock, restricted stock units, stock appreciation rights, and stock bonuses may be made to employees, non-employee directors and consultants of the Company. The maximum number of shares of common stock of the Company that may be issued pursuant to awards granted under the 2010 Plan will not exceed, in the aggregate, 5,250 shares. In addition, 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. During the nine months ended March 31, 2016, the Company granted 221 shares of restricted common stock to its employees that vest over three years, 14 shares of restricted stock to its non-employee directors, which vest over approximately one year as well as 46 restricted stock units to its employees that have varying vest dates through August 2016. In addition, the Company also issued a target grant of 142 performance-vested restricted stock units, which grant could be as much as 248 units if certain performance criteria and market conditions are met. Performance-vested restricted stock units will cliff vest 100% at the end of the third year following grant in accordance with the performance metrics set forth in the applicable employee performance-vested restricted stock unit grant. During the year ended June 30, 2015, the Company granted 165 shares of restricted common stock to its employees that vest over three years and 12 shares of restricted common stock to its non-employee directors, which vest over approximately one year as well as 67 restricted stock units that have varying vest dates through August 2016. In addition, the Company also issued a target grant of 116 performance-vested restricted stock units, which grant could be as much as 203 if certain performance criteria and market conditions are met. Performance-vested restricted stock units will cliff vest 100% at the end of the third year following grant in accordance with the performance metrics set forth in the applicable employee performance-vested restricted stock unit grant. For the three and nine months ended March 31, 2016, the Company recorded stock-based compensation expense of approximately $1,753 and $4,948, respectively, related to restricted common stock and restricted stock units. For the three and nine months ended March 31, 2015, the Company recorded stock-based compensation expense of approximately $1,123 and $3,368 respectively, related to restricted common stock and restricted stock units. As of March 31, 2016, the total unrecognized compensation cost related to restricted stock awards and restricted stock units is approximately $9,746. |
Common Stock
Common Stock | 9 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Common Stock | (3) Common Stock At the annual meeting of shareholders of the Company, held on December 15, 2015, the Company’s shareholders approved the proposal to amend Aceto’s Certificate of Incorporation to increase the total number of authorized shares of common stock from 40,000 shares to 75,000 shares. On May 5, 2016, the Company's board of directors declared a regular quarterly dividend of $0.06 per share which is scheduled to be paid on June 24, 2016 to shareholders of record as of June 9, 2016. On February 4, 2016, the Company's board of directors declared a regular quarterly dividend of $0.06 per share which was paid on March 25, 2016 to shareholders of record as of March 11, 2016. On December 3, 2015, the Company's board of directors declared a regular quarterly dividend of $0.06 per share which was paid on December 28, 2015 to shareholders of record as of December 17, 2015. On September 10, 2015, the Company's board of directors declared a regular quarterly dividend of $0.06 per share which was paid on October 2, 2015 to shareholders of record as of September 21, 2015. On May 8, 2014, the Board of Directors of the Company authorized the continuation of the Company’s stock repurchase program, expiring in May 2017. Under the stock repurchase program, the Company is authorized to purchase up to 5,000 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. The Board of Directors has authority under the Company’s Restated Certificate of Incorporation to issue shares of preferred stock with voting and other relative rights to be determined by the Board of Directors. |
Net Income Per Common Share
Net Income Per Common Share | 9 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Income Per Common Share | (4) 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: Nine Months Ended Three Months Ended 2016 2015 2016 2015 Weighted average shares outstanding 29,085 28,710 29,158 28,773 Dilutive effect of stock options and restricted stock awards and units 451 506 462 494 Diluted weighted average shares outstanding 29,536 29,216 29,620 29,267 The Convertible Senior Notes (see Note 5) will only be included in the dilutive net income per share calculations using the treasury stock method during periods in which the average market price of Aceto’s common stock is above the applicable conversion price of the Convertible Senior Notes, or $33.215 per share, and the impact would not be anti-dilutive. |
Debt
Debt | 9 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | (5) Debt Long-term debt March 31, 2016 June 30, 2015 Convertible Senior Notes, net $ 114,417 $ - Revolving Bank Loans - 45,000 Term Bank Loans - 62,000 Mortgage 3,009 3,157 117,426 110,157 Less current portion 197 10,197 $ 117,229 $ 99,960 Convertible Senior Notes In November 2015, Aceto offered $125,000 aggregate principal amount of Convertible Senior Notes due 2020 (the "Notes") in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. In addition, Aceto granted the initial purchasers for the offering an option to purchase up to an additional $18,750 aggregate principal amount pursuant to the initial purchasers’ option to purchase additional notes, which was exercised in November 2015. Therefore the total offering was $143,750 aggregate principal amount. The Notes are unsecured obligations of Aceto and rank senior in right of payment to any of Aceto’s subordinated indebtedness, equal in right of payment to all of Aceto’s unsecured indebtedness that is not subordinated, effectively junior in right of payment to any of Aceto’s secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally junior in right of payment to all indebtedness and other liabilities (including trade payables) of Aceto’s subsidiaries. Interest will be payable semi-annually in arrears. The Notes will be convertible into cash, shares of Aceto common stock or a combination thereof, at Aceto’s election, upon the satisfaction of specified conditions and during certain periods. The Notes will mature in November 2020. After deducting the underwriting discounts and commissions and other expenses (including the net cost of the bond hedge and warrant, discussed below), the net proceeds from the offering was approximately $125,108. The Notes pay 2.0% interest semi-annually in arrears on May 1 and November 1 of each year, starting on May 1, 2016. The Notes are convertible into 4,328 shares of common stock, based on an initial conversion price of $33.215 per share. Holders may convert all or any portion of their notes, in multiples of $1,000 principal amount, at their option at any time prior to the close of business on the business day immediately preceding May 1, 2020 only under the following circumstances: (i) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day, (ii) during the five consecutive business day period after any five consecutive trading day period (which is referred to as the “measurement period”) in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Aceto’s common stock and the conversion rate on each such trading day; or (iii) upon the occurrence of specified corporate events. Upon conversion by the holders, the Company may elect to settle such conversion in shares of its common stock, cash, or a combination thereof. As a result of its cash conversion option, the Company separately accounted for the value of the embedded conversion option as a debt discount (with an offset to capital in excess of par value) of $27,241. The value of the embedded conversion option was determined based on the estimated fair value of the debt without the conversion feature, which was determined using an expected present value technique (income approach) to estimate the fair value of similar non-convertible debt (see Note 7); the debt discount is being amortized as additional non-cash interest expense using the effective interest method over the term of the Notes. Offering costs of $5,153 have been allocated to the debt and equity components in proportion to the allocation of proceeds to the components, as debt issuance costs and equity issuance costs, respectively. The debt issuance costs of $4,177 are being amortized as additional non-cash interest expense using the straight-line method over the term of the debt, since this method was not significantly different from the effective interest method. The $976 portion allocated to equity issuance costs was charged to capital in excess of par value. As discussed in Note 8, the Company adopted Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs In connection with the offering of the Notes, Aceto entered into privately negotiated convertible note hedge transactions with option counterparties, which are affiliates of certain of the initial purchasers. The convertible note hedge transactions are expected generally to reduce the potential dilution to Aceto’s common stock and/or offset any cash payments Aceto is required to make in excess of the principal amount of converted notes upon any conversion of notes. Aceto also entered into privately negotiated warrant transactions with the option counterparties. The warrant transactions could separately have a dilutive effect to the extent that the market price per share of Aceto’s common stock as measured over the applicable valuation period at the maturity of the warrants exceeds the applicable strike price of the warrants. By entering into these transactions with the option counterparties, the Company issued convertible debt and a freestanding “call-spread.” A call-spread consists of Aceto’s (1) purchasing a call option on its own shares with an exercise price of $33.215 and (2) writing a call option on its own shares at a higher strike price of $44.71 (premium of 75%) (i.e., issuing a warrant). The purchased call option has an exercise price equal to the conversion price of Aceto’s convertible debt, which economically reduces the potential common stock dilution that may arise from the conversion of the Notes. The written call option has a higher strike price to partially finance the purchased call option. Since the convertible note hedge and warrant are both indexed to the Company’s common stock and otherwise would be classified as equity, Aceto recorded both elements as equity, resulting in a net reduction to capital in excess of par value The carrying value of the Notes is as follows: March 31, 2016 Principal amount $ 143,750 Unamortized debt discount (25,470 ) Unamortized debt issuance costs (3,863 ) Net carrying value $ 114,417 The following table sets forth the components of total “interest expense” related to the Notes recognized in the accompanying consolidated statements of income for the three and nine months ended March 31: Nine Months March 31, 2016 Three Months March 31, 2016 Contractual coupon $ 1,071 $ 717 Amortization of debt discount 1,771 1,184 Amortization of debt issuance costs 313 209 $ 3,155 $ 2,110 Credit Facilities On October 28, 2015, the Company entered into an Amended and Restated Credit Agreement (the “A&R Credit Agreement”), which amended and restated in its entirety the Credit Agreement, dated as of April 30, 2014 with three domestic financial institutions, as amended on June 25, 2015 by Amendment No. 1 to the Credit Agreement (together, the “First Amended Credit Agreement”). The A&R Credit Agreement increases the aggregate available revolving commitment under the First Amended Credit Agreement from $75,000 to an initial aggregate available revolving commitment of $150,000 (the “Initial Revolving Commitment”), which may be increased in accordance with the terms and conditions of the A&R Credit Agreement by an aggregate amount not to exceed $100,000 (the “Expansion Commitment” and, together with the Initial Revolving Commitment, the “Revolving Commitment”). Under the A&R Credit Agreement, the Company may borrow, repay and reborrow loans up to the Revolving Commitment from and as of October 28, 2015, to but excluding the earlier of October 28, 2020 and the termination of the Revolving Commitment, in amounts up to, but not exceeding at any one time, the Revolving Commitment. The A&R Credit Agreement does not provide for any term loan commitment. The proceeds from initial borrowings under the A&R Credit Agreement have been used to repay all amounts outstanding pursuant to the term loan commitment and revolving loan commitment under Aceto’s First Amended Credit Agreement. The proceeds from the issuance of the Notes were used to pay initial borrowings under the A&R Credit Agreement. As of March 31, 2016, there were no amounts outstanding under the A&R Credit Agreement. The A&R Credit Agreement provides for (i) Eurodollar Loans (as such term is defined in the A&R Credit Agreement), (ii) ABR Loans (as such term is defined in the A&R Credit Agreement) or (iii) a combination thereof. Borrowings under the A&R Credit Agreement will bear interest per annum at a base rate or, at the Company’s option, LIBOR, plus an applicable margin ranging from 0.00% to 0.75% in the case of ABR Loans, and 1.00% to 1.75% in the case of Eurodollar Loans. The applicable interest rate margin percentage will be determined by the Company’s senior secured net leverage ratio. The A&R Credit Agreement, similar to Aceto’s First Amended Credit Agreement, provides that commercial letters of credit shall be issued to provide the primary payment mechanism in connection with the purchase of any materials, goods or services in the ordinary course of business. The Company had open letters of credit of approximately $0 and $21 at March 31, 2016 and June 30, 2015 respectively. The A&R Credit Agreement, like Aceto’s First Amended Credit Agreement, provides for a security interest in substantially all of the personal property of the Company and certain of its subsidiaries. The A&R Credit Agreement contains several financial covenants including, among other things, maintaining a minimum level of debt service. Under the A&R Credit Agreement, the Company and its subsidiaries are also subject to certain restrictive covenants, including, among other things, covenants governing liens, limitations on indebtedness, limitations on guarantees, limitations on sales of assets and sales of receivables, and limitations on loans and investments. The Company was in compliance with all covenants at March 31, 2016. Mortgage On June 30, 2011, the Company entered into a mortgage payable for $3,947 on its new corporate headquarters, in Port Washington, New York. This mortgage payable is secured by the land and building and is being amortized over a period of 20 years. The mortgage payable, which was modified in October 2013, bears interest at 4.92% per annum as of March 31, 2016 and matures on June 30, 2021. |
Commitments, Contingencies and
Commitments, Contingencies and Other Matters | 9 Months Ended |
Mar. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Other Matters | (6) Commitments, Contingencies and Other Matters The Company and its subsidiaries are subject to various claims which have arisen in the normal course of business. The Company provides for costs related to contingencies when a loss from such claims is probable and the amount is reasonably determinable. In determining whether it is possible to provide an estimate of loss, or range of possible loss, the Company reviews and evaluates its litigation and regulatory matters on a quarterly basis in light of potentially relevant factual and legal developments. If the Company determines an unfavorable outcome is not probable or reasonably estimable, the Company does not accrue for a potential litigation loss. While the Company has determined that there is a reasonable possibility that a loss has been incurred, no amounts have been recognized in the financial statements, other than what is discussed below, because the amount of the liability cannot be reasonably estimated at this time. In fiscal years 2011, 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 has begun administrative proceedings against the members of the PRP Group and Aceto with respect to the cleanup of the Pulvair site and the PRP 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 minimis contributor to the site contamination. Accordingly, the Company believes that the settlement offer is unreasonable. 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. Based on continued monitoring of the contamination at the site and the approved plan of remediation, Arsynco received an estimate from an environmental consultant stating that the costs of remediation could be between $16,500 and $18,300. Remediation commenced in fiscal 2010, and as of March 31, 2016 and June 30, 2015, a liability of $10,319 and $11,079, respectively, is included in the accompanying consolidated balance sheets for this matter. In accordance with GAAP, 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, Arsynco entered into a settlement agreement with BASF Corporation (“BASF”), the former owners of the Arsynco property. In accordance with the settlement agreement, BASF paid for a portion of the prior remediation costs and going forward, will co-remediate the property with the Company. The contract requires that BASF pay $550 related to past response costs and pay a proportionate share of the future remediation costs. Accordingly, the Company had recorded a gain of $550 in fiscal 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, representing its estimated portion of the future remediation costs. The balance of this receivable for future remediation costs as of March 31, 2016 and June 30, 2015 is $4,644 and $4,985, respectively, which is included in the accompanying consolidated balance sheets. In March 2006, Arsynco received notice from the United States Environmental Protection Agency (“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 (“BCSA”). 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. In July 2014, Arsynco received notice from the U.S. Department of Interior (“USDOI”) regarding the USDOI’s intent to perform a Natural Resource Damage (NRD) Assessment at the BCSA. Arsynco has to date declined to participate in the development and performance of the NRD assessment process. 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 owner of the Arsynco property. In September 2012, Arsynco entered into an agreement with three of the other PRPs that had previously been impleaded into New Jersey Department of Environmental Protection, et al. v. Occidental Chemical Corporation, et al., Docket No. ESX-L-9868-05 (the "NJDEP Litigation") and were considering impleading Arsynco into the same proceeding. Arsynco entered into an agreement to avoid impleader. Pursuant to the agreement, Arsynco agreed to (1) a tolling period that would not be included when computing the running of any statute of limitations that might provide a defense to the NJDEP Litigation; (2) the waiver of certain issue preclusion defenses in the NJDEP Litigation; and (3) arbitration of certain potential future liability allocation claims if the other parties to the agreement are barred by a court of competent jurisdiction from proceeding against Arsynco. In July 2015, Arsynco was contacted by an allocation consultant retained by a group of the named PRPs, inviting Arsynco to participate in the allocation among the PRPs’ investigation and remediation costs relating to the BCSA. Arsynco declined that invitation. 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 currently known. A subsidiary of the Company markets certain agricultural protection products 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 agricultural 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 several 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 $1,464 through fiscal 2016, of which $0 has been accrued as of March 31, 2016 and June 30, 2015 respectively. On April 30, 2014, Rising, a wholly owned subsidiary of Aceto, acquired 100% of the issued and outstanding membership interests of PACK. PACK, a national marketer and distributor of generic prescription and over-the-counter pharmaceutical products, had headquarters in Buffalo Grove, Illinois, a suburb of Chicago, Illinois. The purchase agreement provided for a three-year earn-out of up to $15,000 in cash based on the achievement of certain performance-based targets. As of March 31, 2016 and June 30, 2015, the Company accrued $0 and $783, respectively, related to this contingent consideration. In the third quarter of fiscal 2016, the Company reversed $833 of contingent consideration due to management’s evaluation and assessment of the performance-based targets. The $833 reversal is included in selling, general and administrative expenses in the condensed consolidated statements of income for the three and nine months ended March 31, 2016. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (7) Fair Value Measurements GAAP 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. GAAP 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 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 futures contracts 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 futures foreign exchange rates. At March 31, 2016, the Company had foreign currency contracts outstanding that had a notional amount of $56,185. Unrealized gains (losses) on hedging activities for the nine months ended March 31, 2016 and 2015 was $226 and ($2,517), In conjunction with the Credit Agreement, dated as of April 30, 2014, the Company entered into an interest rate swap on April 30, 2014 for an additional interest cost of 1.63% on a notional amount of $25,750, which had been designated as a cash flow hedge. The expiration date of this interest rate swap was April 30, 2019. In November 2015, the Company terminated the interest rate swap agreement resulting in a termination payment of $420, which is included in interest expense in the condensed consolidated statements of income for the nine months ended March 31, 2016. Pursuant to the requirements of the Credit Agreement, dated December 31, 2010, the Company was required to deliver Hedging Agreements (as defined in the agreement) fixing the interest rate on not less than $20,000 of the term loan at that time. Accordingly, in March 2011, the Company entered into an interest rate swap for an additional interest cost of 1.91% on a notional amount of $20,000, which had been designated as a cash flow hedge and which expired on December 31, 2015. Aceto’s interest rate swaps were previously classified within Level 2 as the fair value of this hedge was primarily based on observable interest rates. As of March 31, 2016 and June 30, 2015, the Company had $0 and $783, respectively, of contingent consideration related to the PACK acquisition, which was completed in April 2014 and $133 and $359, respectively, of contingent consideration related to the acquisition of a company in France, which occurred in December 2013. In addition, as of June 30, 2015, the Company had $1,480, of contingent consideration that was recorded at fair value in the Level 3 category, which related to the acquisition of Rising that was completed during fiscal 2011. The Rising contingent consideration was paid in September 2015. The contingent consideration was calculated using the present value of a probability weighted income approach. During the fourth quarter of each fiscal year, the Company evaluates goodwill and indefinite-lived intangibles for impairment at the reporting unit level using a cash flow model using Level 3 inputs. Additionally, on a nonrecurring basis, the Company uses fair value measures when analyzing asset impairment. Long-lived assets and certain identifiable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined such indicators are present and the review indicates that the assets will not be fully recoverable, based on undiscounted estimated cash flows over the remaining amortization periods, their carrying values are reduced to estimated fair value. Measurements based on undiscounted cash flows are considered to be Level 3 inputs. In November 2015, the Company issued $143,750 aggregate principal amount of Notes (see Note 5). Since Aceto has the option to settle the potential conversion of the Notes in cash, the Company separated the embedded conversion option feature from the debt feature and accounts for each component separately, based on the fair value of the debt component assuming no conversion option. The calculation of the fair value of the debt component required the use of Level 3 inputs, and was determined by calculating the fair value of similar non-convertible debt, using a theoretical borrowing rate of 6.5%. The value of the embedded conversion option was determined using an expected present value technique (income approach) to estimate the fair value of similar non-convertible debt onvertible investors’ credit assumptions and high yield bond indices. capital in excess of par value 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 fair values of the Company’s notes receivable and short-term and long-term bank loans were based upon current rates offered for similar financial instruments to the Company. The following tables summarize the valuation of the Company’s financial assets and liabilities which were determined by using the following inputs at March 31, 2016 and June 30, 2015: Fair Value Measurements at March 31, 2016 Using Quoted Prices Significant Significant Total Cash equivalents: Time deposits - $ 6,390 - $ 6,390 Investments: Time deposits - 2,394 - 2,394 Foreign currency contracts-assets (1) - 359 - 359 Foreign currency contracts-liabilities (2) - 138 - 138 Contingent consideration (3) - - $ 133 133 (1) Included in “Other receivables” in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2016. (2) Included in “Accrued expenses” in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2016. (3) Included in “Long-term liabilities” in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2016. Fair Value Measurements at June 30, 2015 Using Quoted Prices Significant Significant Total Cash equivalents: Time deposits - $ 6,376 - $ 6,376 Investments: Time deposits - 3,416 - 3,416 Foreign currency contracts-assets (4) - 119 - 119 Foreign currency contracts-liabilities (5) - 767 - 767 Derivative liability for interest rate swap (6) - 338 - 338 Contingent consideration (7) - - $ 2,622 2,622 (4) Included in “Other receivables” in the accompanying Condensed Consolidated Balance Sheet as of June 30, 2015. (5) Included in “Accrued expenses” in the accompanying Condensed Consolidated Balance Sheet as of June 30, 2015. (6) $13 included in “Accrued expenses” and $325 included in “Long-term liabilities” in the accompanying Consolidated Balance Sheet as of June 30, 2015. (7) $1,480 included in “Accrued expenses” and $1,142 included in “Long-term liabilities” in the accompanying Consolidated Balance Sheet as of June 30, 2015. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Mar. 31, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | (8) Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740) Balance Sheet Classification of Deferred Assets. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805); Simplifying the Accounting for Measurement-Period Adjustments. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330) Simplifying the Measurement of Inventory. This ASU requires that an entity measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting this guidance. In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs Interest—Imputation of Interest (Subtopic 835-30) Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40) In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), |
Segment Information
Segment Information | 9 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | (9) Segment Information The Company's business is organized along product lines into three principal segments: Human Health, Pharmaceutical Ingredients and Performance Chemicals. Human Health Pharmaceutical Ingredients – Performance Chemicals Agricultural Protection Products include 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 Company's chief operating decision maker evaluates performance of the segments based on net sales, gross profit and income before income taxes. Unallocated corporate amounts are deemed by the Company as administrative, oversight costs, not managed by the segment managers. 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. During all periods presented, our chief operating decision maker has been the Chief Executive Officer of the Company. In accordance with GAAP, the Company has aggregated certain operating segments into reportable segments because they have similar economic characteristics, and the operating segments are similar in all of the following areas: (a) the nature of the products and services; (b) the nature of the production processes; (c) the type or class of customer for their products and services; (d) the methods used to distribute their products or provide their services; and (e) the nature of the regulatory environment. Nine Months Ended March 31, 2016 and 2015: Human Health Pharmaceutical Ingredients Performance Unallocated Corporate Consolidated Totals 2016 Net sales $ 175,306 $ 118,496 $ 129,298 $ - $ 423,100 Gross profit 61,172 20,870 26,696 - 108,738 Income (loss) before income taxes 29,927 8,389 13,776 (8,472 ) 43,620 2015 Net sales $ 160,808 $ 111,104 $ 128,452 $ - $ 400,364 Gross profit 50,829 19,750 23,689 - 94,268 Income (loss) before income taxes 21,096 5,393 9,925 (4,658 ) 31,756 Three Months Ended March 31, 2016 and 2015: Human Health Pharmaceutical Ingredients Performance Unallocated Corporate Consolidated Totals 2016 Net sales $ 58,780 $ 45,841 $ 53,305 $ - $ 157,926 Gross profit 19,125 8,648 10,516 - 38,289 Income (loss) before income taxes 8,630 4,608 6,972 (4,666 ) 15,544 2015 Net sales $ 56,305 $ 40,548 $ 48,943 $ - $ 145,796 Gross profit 19,957 6,674 9,967 - 36,598 Income (loss) before income taxes 8,667 1,533 5,105 (1,679 ) 13,626 |
Accounting Policies (Policies)
Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The condensed consolidated financial statements of Aceto Corporation and subsidiaries (“Aceto” or the “Company”) included herein have been prepared by the Company and reflect all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for all periods presented. Interim results are not necessarily indicative of results which may be achieved for the full year. The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) 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. These condensed consolidated financial statements do not include all disclosures associated with consolidated financial statements prepared in accordance with GAAP. Accordingly, these statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto contained in the Company’s Form 10-K for the year ended June 30, 2015. |
Net Income Per Common Share (Ta
Net Income Per Common Share (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of reconciliation of weighted average shares outstanding and diluted weighted average shares outstanding | Nine Months Ended Three Months Ended 2016 2015 2016 2015 Weighted average shares outstanding 29,085 28,710 29,158 28,773 Dilutive effect of stock options and restricted stock awards and units 451 506 462 494 Diluted weighted average shares outstanding 29,536 29,216 29,620 29,267 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | March 31, 2016 June 30, 2015 Convertible Senior Notes, net $ 114,417 $ - Revolving Bank Loans - 45,000 Term Bank Loans - 62,000 Mortgage 3,009 3,157 117,426 110,157 Less current portion 197 10,197 $ 117,229 $ 99,960 |
Schedule of carrying value of convertible senior notes | March 31, 2016 Principal amount $ 143,750 Unamortized debt discount (25,470 ) Unamortized debt issuance costs (3,863 ) Net carrying value $ 114,417 |
Schedule of components of total interest expense related to notes | Nine Months March 31, 2016 Three Months March 31, 2016 Contractual coupon $ 1,071 $ 717 Amortization of debt discount 1,771 1,184 Amortization of debt issuance costs 313 209 $ 3,155 $ 2,110 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of summary of valuation of financial assets and liabilities | Fair Value Measurements at March 31, 2016 Using Quoted Prices Significant Significant Total Cash equivalents: Time deposits - $ 6,390 - $ 6,390 Investments: Time deposits - 2,394 - 2,394 Foreign currency contracts-assets (1) - 359 - 359 Foreign currency contracts-liabilities (2) - 138 - 138 Contingent consideration (3) - - $ 133 133 (1) Included in “Other receivables” in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2016. (2) Included in “Accrued expenses” in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2016. (3) Included in “Long-term liabilities” in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2016. Fair Value Measurements at June 30, 2015 Using Quoted Prices Significant Significant Total Cash equivalents: Time deposits - $ 6,376 - $ 6,376 Investments: Time deposits - 3,416 - 3,416 Foreign currency contracts-assets (4) - 119 - 119 Foreign currency contracts-liabilities (5) - 767 - 767 Derivative liability for interest rate swap (6) - 338 - 338 Contingent consideration (7) - - $ 2,622 2,622 (4) Included in “Other receivables” in the accompanying Condensed Consolidated Balance Sheet as of June 30, 2015. (5) Included in “Accrued expenses” in the accompanying Condensed Consolidated Balance Sheet as of June 30, 2015. (6) $13 included in “Accrued expenses” and $325 included in “Long-term liabilities” in the accompanying Consolidated Balance Sheet as of June 30, 2015. (7) $1,480 included in “Accrued expenses” and $1,142 included in “Long-term liabilities” in the accompanying Consolidated Balance Sheet as of June 30, 2015. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of segment performance measures | Nine Months Ended March 31, 2016 and 2015: Human Health Pharmaceutical Ingredients Performance Unallocated Corporate Consolidated Totals 2016 Net sales $ 175,306 $ 118,496 $ 129,298 $ - $ 423,100 Gross profit 61,172 20,870 26,696 - 108,738 Income (loss) before income taxes 29,927 8,389 13,776 (8,472 ) 43,620 2015 Net sales $ 160,808 $ 111,104 $ 128,452 $ - $ 400,364 Gross profit 50,829 19,750 23,689 - 94,268 Income (loss) before income taxes 21,096 5,393 9,925 (4,658 ) 31,756 Three Months Ended March 31, 2016 and 2015: Human Health Pharmaceutical Ingredients Performance Unallocated Corporate Consolidated Totals 2016 Net sales $ 58,780 $ 45,841 $ 53,305 $ - $ 157,926 Gross profit 19,125 8,648 10,516 - 38,289 Income (loss) before income taxes 8,630 4,608 6,972 (4,666 ) 15,544 2015 Net sales $ 56,305 $ 40,548 $ 48,943 $ - $ 145,796 Gross profit 19,957 6,674 9,967 - 36,598 Income (loss) before income taxes 8,667 1,533 5,105 (1,679 ) 13,626 |
Stock Based Compensation (Narra
Stock Based Compensation (Narrative) (Detail) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | Dec. 15, 2015 | Dec. 06, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 4,965 | $ 3,407 | |||||
2015 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum number of shares of common stock that may be issued | 4,250 | ||||||
2010 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum number of shares of common stock that may be issued | 5,250 | ||||||
Restricted stock | Employees | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock granted, shares | 221 | 165 | |||||
Restricted stock units, vesting period | 3 years | 3 years | |||||
Restricted stock | Non-employee directors | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock granted, shares | 14 | 12 | |||||
Restricted stock units, vesting period | 1 year | 1 year | |||||
Restricted stock units | Employees | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock granted, shares | 46 | 67 | |||||
Performance-vested restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock granted, shares | 142 | 116 | |||||
Upper limit of target grant, shares | 248 | 203 | |||||
Performance-vested restricted stock units, vesting percentage at the end of third year | 100.00% | 100.00% | |||||
Restricted stock and restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 1,753 | $ 1,123 | $ 4,948 | $ 3,368 | |||
Total unrecognized compensation cost | $ 9,746 | $ 9,746 |
Common Stock (Narrative) (Detai
Common Stock (Narrative) (Detail) - $ / shares shares in Thousands | May. 05, 2016 | Mar. 25, 2016 | Feb. 04, 2016 | Dec. 28, 2015 | Dec. 03, 2015 | Oct. 02, 2015 | Sep. 10, 2015 | Jun. 24, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | May. 08, 2014 |
Dividends Payable [Line Items] | |||||||||||
Common stock, shares authorized | 75,000 | 40,000 | |||||||||
Dividends declared, per share amount | $ 0.06 | $ 0.06 | $ 0.06 | ||||||||
Dividend paid, per share amount | $ 0.06 | $ 0.06 | $ 0.06 | ||||||||
Dividends declared, date of declaration | Feb. 4, 2016 | Dec. 3, 2015 | Sep. 10, 2015 | ||||||||
Dividend paid, date | Mar. 25, 2016 | Dec. 28, 2015 | Oct. 2, 2015 | ||||||||
Dividends declared, date of record | Mar. 11, 2016 | Dec. 17, 2015 | Sep. 21, 2015 | ||||||||
Subsequent Event | |||||||||||
Dividends Payable [Line Items] | |||||||||||
Dividends declared, per share amount | $ 0.06 | ||||||||||
Dividends to be paid, per share amount | $ 0.06 | ||||||||||
Dividends declared, date of declaration | May 5, 2016 | ||||||||||
Dividends declared, date of distribution | Jun. 24, 2016 | ||||||||||
Dividends declared, date of record | Jun. 9, 2016 | ||||||||||
Stock repurchase program | |||||||||||
Dividends Payable [Line Items] | |||||||||||
Number of shares authorized to be repurchased | 5,000 |
Net Income Per Common Share (Re
Net Income Per Common Share (Reconciliation of Weighted Average Shares Outstanding and Diluted Weighted Average Shares Outstanding) (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | ||||
Weighted average shares outstanding | 29,158 | 28,773 | 29,085 | 28,710 |
Dilutive effect of stock options and restricted stock awards and units | 462 | 494 | 451 | 506 |
Diluted weighted average shares outstanding | 29,620 | 29,267 | 29,536 | 29,216 |
Net Income Per Common Share (Na
Net Income Per Common Share (Narrative) (Detail) | Mar. 31, 2016$ / shares |
Earnings Per Share [Abstract] | |
Senior notes, initial conversion price per share | $ 33.215 |
Debt (Summary of Long-term Debt
Debt (Summary of Long-term Debt) (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Debt Instrument [Line Items] | ||
Mortgage | $ 3,009 | $ 3,157 |
Long-term debt including current portion | 117,426 | 110,157 |
Less current portion | 197 | 10,197 |
Long-term debt, net | 117,229 | $ 99,960 |
Convertible Senior Notes, net | ||
Debt Instrument [Line Items] | ||
Long-term debt including current portion | $ 114,417 | |
Revolving Bank Loans | ||
Debt Instrument [Line Items] | ||
Long-term debt including current portion | $ 45,000 | |
Term Bank Loans | ||
Debt Instrument [Line Items] | ||
Long-term debt including current portion | $ 62,000 |
Debt (Summary carrying value of
Debt (Summary carrying value of the Notes) (Detail 1) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Debt Instrument [Line Items] | ||
Net carrying value | $ 117,426 | $ 110,157 |
Convertible Senior Notes, net | ||
Debt Instrument [Line Items] | ||
Principal amount | 143,750 | |
Unamortized debt discount | (25,470) | |
Unamortized debt issuance costs | (3,863) | |
Net carrying value | $ 114,417 |
Debt (Summary interest expense
Debt (Summary interest expense related to notes recognized) (Detail 2) - Long-term liabilities - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 31, 2016 | Mar. 31, 2016 | |
Debt Instrument [Line Items] | ||
Contractual coupon | $ 717 | $ 1,071 |
Amortization of debt discount | 1,184 | 1,771 |
Amortization of debt issuance costs | 209 | 313 |
Interest expense | $ 2,110 | $ 3,155 |
Debt (Narrative) (Detail)
Debt (Narrative) (Detail) $ / shares in Units, Share in Thousands, $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Nov. 30, 2015USD ($)Share$ / shares | Jun. 30, 2011USD ($) | Mar. 31, 2016USD ($)days$ / shares$ / unit | Jun. 30, 2015USD ($) | |
Debt Instrument [Line Items] | ||||
Aggregate proceeds from convertible senior notes | $ 143,750 | |||
Senior notes, initial conversion price per share | $ / shares | $ 33.215 | |||
Offering costs of debt and equity | $ 5,153 | |||
Term loan | $ 3,009 | $ 3,157 | ||
Mortgage payable | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 4.92% | |||
Term loan | $ 3,947 | |||
Mortgage payable, amortization period | 20 years | |||
Convertible Senior Notes, net | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 125,000 | |||
Aggregate principal amount of additional convertible debt | 18,750 | |||
Aggregate proceeds from convertible senior notes | 143,750 | |||
Net proceeds from the offering | $ 125,108 | |||
Debt interest rate | 2.00% | |||
Number of common stock issue in conversion debt | Share | 4,328 | |||
Senior notes, initial conversion price per share | $ / shares | $ 33.215 | |||
Threshold multiple for debt conversion of notes | $ 1,000 | |||
Threshold trading days for convertible debt | days | 20 | |||
Threshold consecutive trading days for convertible debt | 30 days | |||
Percentage of minimum stock price trigger for conversion | 130.00% | |||
Maximum calculated percentage to which trading price of notes is compared in order to trigger conversion feature of notes | 98.00% | |||
Debt discount | $ 27,241 | |||
Offering costs of debt and equity | 5,153 | |||
Debt issuance costs | 4,177 | |||
Equity issuance costs | 976 | |||
Purchased call option exercise price (In dollars per share) | $ / shares | $ 33.215 | |||
Written call option exercise price | $ / unit | 44.71 | |||
Premium percentage | 75.00% | |||
Reduction to capital in excess of par value | $ 13,489 |
Debt (Narrative) (Detail 1)
Debt (Narrative) (Detail 1) - Amended and Restated Credit Agreement - USD ($) $ in Thousands | 9 Months Ended | |||
Mar. 31, 2016 | Oct. 28, 2015 | Jun. 30, 2015 | Jun. 25, 2015 | |
Revolving Bank Loans | ||||
Debt Instrument [Line Items] | ||||
Aggregate revolving commitment | $ 150,000 | $ 75,000 | ||
Aggregate amount increase | $ 100,000 | |||
ABR Loans | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Adjusted LIBOR Loans at interest rates, Minimum | 0.00% | |||
Adjusted LIBOR Loans at interest rates, Maximum | 0.75% | |||
Eurodollar Loans | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Adjusted LIBOR Loans at interest rates, Minimum | 1.00% | |||
Adjusted LIBOR Loans at interest rates, Maximum | 1.75% | |||
Open letter of credit | ||||
Debt Instrument [Line Items] | ||||
Letters of credit | $ 0 | $ 21 |
Commitments, Contingencies an30
Commitments, Contingencies and Other Matters (Narrative) (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Apr. 30, 2014USD ($) | Mar. 31, 2016USD ($)Entity | Mar. 31, 2016USD ($)Entity | Jun. 30, 2009USD ($) | Jun. 30, 2015USD ($) | |
Pulvair Site Group | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Loss contingency, damages sought | $ 1,700 | ||||
Arsynco, Inc | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Site contingency loss exposure not accrued, low estimate | 16,500 | ||||
Site contingency loss exposure not accrued, high estimate | 18,300 | ||||
Accrual for environmental loss contingencies | $ 10,319 | 10,319 | $ 11,079 | ||
BASF Corporation | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Partial reimbursement of environmental remediation costs previously expensed | $ 550 | ||||
Environmental remediation costs expensed in prior years | $ 1,200 | ||||
Future remediation costs receivable | 4,644 | 4,644 | 4,985 | ||
Subsidiary | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Amount expected to be paid for product registrations and various task force groups | 1,464 | 1,464 | |||
Amount accrued for product registrations and various task force groups | $ 0 | $ 0 | 0 | ||
Berry's Creek Study Area | Arsynco, Inc | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Number of potentially responsible parties | Entity | 150 | 150 | |||
Pack Pharmaceuticals Llc | Rising | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Percentage of issued and outstanding membership interests acquired | 100.00% | ||||
Purchase price, earn-out period | 3 years | ||||
Purchase price, maximum earn-out amount | $ 15,000 | ||||
Accrued contingent consideration | $ 0 | $ 0 | $ 783 | ||
Pack Pharmaceuticals Llc | Rising | Selling, General and Administrative Expenses | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Reversal of contingent consideration | $ 833 | $ 833 |
Fair Value Measurements (Summar
Fair Value Measurements (Summary of Valuation of Financial Assets and Liabilities) (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Foreign currency contracts-assets | $ 359 | [1] | $ 119 | [2] | |
Foreign currency contracts-liabilities | 138 | [3] | 767 | [4] | |
Derivative liability for interest rate swap | [5] | 338 | |||
Contingent consideration | 133 | [6] | 2,622 | [7] | |
Time deposits | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash equivalents | 6,390 | 6,376 | |||
Investments | $ 2,394 | $ 3,416 | |||
Quoted Prices in Active Markets (Level 1) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Foreign currency contracts-assets | [1] | [2] | |||
Foreign currency contracts-liabilities | [3] | [4] | |||
Derivative liability for interest rate swap | [5] | ||||
Contingent consideration | [6] | [7] | |||
Quoted Prices in Active Markets (Level 1) | Time deposits | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash equivalents | |||||
Investments | |||||
Significant Other Observable Inputs (Level 2) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Foreign currency contracts-assets | $ 359 | [1] | $ 119 | [2] | |
Foreign currency contracts-liabilities | $ 138 | [3] | 767 | [4] | |
Derivative liability for interest rate swap | [5] | $ 338 | |||
Contingent consideration | [6] | [7] | |||
Significant Other Observable Inputs (Level 2) | Time deposits | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash equivalents | $ 6,390 | $ 6,376 | |||
Investments | $ 2,394 | $ 3,416 | |||
Significant Unobservable Inputs (Level 3) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Foreign currency contracts-assets | [1] | [2] | |||
Foreign currency contracts-liabilities | [3] | [4] | |||
Derivative liability for interest rate swap | [5] | ||||
Contingent consideration | $ 133 | [6] | $ 2,622 | [7] | |
Significant Unobservable Inputs (Level 3) | Time deposits | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash equivalents | |||||
Investments | |||||
[1] | Included in "Other receivables" in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2016. | ||||
[2] | Included in "Other receivables" in the accompanying Condensed Consolidated Balance Sheet as of June 30, 2015. | ||||
[3] | Included in "Accrued expenses" in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2016. | ||||
[4] | Included in "Accrued expenses" in the accompanying Condensed Consolidated Balance Sheet as of June 30, 2015. | ||||
[5] | $13 included in "Accrued expenses" and $325 included in "Long-term liabilities" in the accompanying Consolidated Balance Sheet as of June 30, 2015. | ||||
[6] | Included in "Long-term liabilities" in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2016. | ||||
[7] | $1,480 included in "Accrued expenses" and $1,142 included in "Long-term liabilities" in the accompanying Consolidated Balance Sheet as of June 30, 2015. |
Fair Value Measurements (Summ32
Fair Value Measurements (Summary of Valuation of Financial Assets and Liabilities) (Parentheticals) (Detail) - USD ($) $ in Thousands | Mar. 31, 2016 | [2] | Jun. 30, 2015 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative liability for interest rate swap | [1] | $ 338 | |||
Contingent consideration | $ 133 | 2,622 | [3] | ||
Accrued expenses | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative liability for interest rate swap | 13 | ||||
Contingent consideration | 1,480 | ||||
Long-term liabilities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative liability for interest rate swap | 325 | ||||
Contingent consideration | $ 1,142 | ||||
[1] | $13 included in "Accrued expenses" and $325 included in "Long-term liabilities" in the accompanying Consolidated Balance Sheet as of June 30, 2015. | ||||
[2] | Included in "Long-term liabilities" in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2016. | ||||
[3] | $1,480 included in "Accrued expenses" and $1,142 included in "Long-term liabilities" in the accompanying Consolidated Balance Sheet as of June 30, 2015. |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Detail) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||||
Nov. 30, 2015 | Apr. 30, 2014 | Mar. 31, 2011 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Termination payment of interest rate swap agreement | $ 420 | |||||
Aggregate proceeds from convertible senior notes | $ 143,750 | |||||
Convertible Senior Notes, net | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Aggregate proceeds from convertible senior notes | $ 143,750 | |||||
Theoretical borrowing rate | 6.50% | |||||
Reduction to capital in excess of par value | $ 13,489 | |||||
Rising Pharmaceuticals Inc. | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Contingent consideration at fair value | $ 1,480 | |||||
PACK Pharmaceuticals, LLC | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Contingent consideration at fair value | 0 | 783 | ||||
France Company | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Contingent consideration at fair value | 133 | $ 359 | ||||
Foreign currency contract | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative, notional amount | 56,185 | |||||
Unrealized gains (losses) on hedging activities | $ 226 | $ (2,517) | ||||
Interest rate swap | Cash flow hedging | April 30, 2019 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative, notional amount | $ 25,750 | |||||
Derivative, interest rate | 1.63% | |||||
Derivative, expiration date | Apr. 30, 2019 | |||||
Interest rate swap | Cash flow hedging | December 31, 2015 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative, notional amount | $ 20,000 | |||||
Derivative, interest rate | 1.91% | |||||
Derivative, expiration date | Dec. 31, 2015 |
Segment Information (Summary of
Segment Information (Summary of Segment Perfomance Measures by Segment) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 157,926 | $ 145,796 | $ 423,100 | $ 400,364 |
Gross profit | 38,289 | 36,598 | 108,738 | 94,268 |
Income (loss) before income taxes | 15,544 | 13,626 | 43,620 | 31,756 |
Operating Segments | Human Health | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 58,780 | 56,305 | 175,306 | 160,808 |
Gross profit | 19,125 | 19,957 | 61,172 | 50,829 |
Income (loss) before income taxes | 8,630 | 8,667 | 29,927 | 21,096 |
Operating Segments | Pharmaceutical Ingredients | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 45,841 | 40,548 | 118,496 | 111,104 |
Gross profit | 8,648 | 6,674 | 20,870 | 19,750 |
Income (loss) before income taxes | 4,608 | 1,533 | 8,389 | 5,393 |
Operating Segments | Performance Chemicals | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 53,305 | 48,943 | 129,298 | 128,452 |
Gross profit | 10,516 | 9,967 | 26,696 | 23,689 |
Income (loss) before income taxes | $ 6,972 | $ 5,105 | $ 13,776 | $ 9,925 |
Unallocated Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | ||||
Gross profit | ||||
Income (loss) before income taxes | $ (4,666) | $ (1,679) | $ (8,472) | $ (4,658) |
Segment Information (Narrative)
Segment Information (Narrative) (Detail) | 9 Months Ended |
Mar. 31, 2016Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |