Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | BALCHEM CORP | |
Entity Central Index Key | 9,326 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 31,470,457 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 72,243 | $ 50,287 |
Accounts receivable, net of allowance for doubtful accounts of $186 and $288 at June 30, 2015 and December 31, 2014 | 63,498 | 71,982 |
Inventories | 47,882 | 49,623 |
Prepaid expenses | 3,246 | 4,545 |
Prepaid income taxes | 1,899 | 0 |
Deferred income taxes | 1,413 | 1,390 |
Other current assets | 3,296 | 3,475 |
Total current assets | 193,477 | 181,302 |
Property, plant and equipment, net | 139,749 | 131,588 |
Goodwill | 383,906 | 383,906 |
Intangible assets with finite lives, net | 147,752 | 160,394 |
Other assets | 4,096 | 4,341 |
Total assets | 868,980 | 861,531 |
Current liabilities: | ||
Trade accounts payable | 19,091 | 24,352 |
Accrued expenses | 14,863 | 15,614 |
Accrued compensation and other benefits | 5,066 | 9,137 |
Dividends payable | 0 | 9,251 |
Income taxes payable | 0 | 2,168 |
Current portion of long-term debt | 35,000 | 35,000 |
Total current liabilities | 74,020 | 95,522 |
Long-term debt | 280,000 | 297,500 |
Deferred income taxes | 70,669 | 70,661 |
Other long-term obligations | 6,073 | 5,950 |
Total liabilities | $ 430,762 | $ 469,633 |
Commitments and contingencies (note 14) | ||
Stockholders' equity: | ||
Preferred stock, $25 par value. Authorized 2,000,000 shares; none issued and outstanding | $ 0 | $ 0 |
Common stock, $.0667 par value. Authorized 60,000,000 shares; 31,449,857 shares issued and outstanding at June 30, 2015 and 30,845,586 shares issued and outstanding at December 31, 2014 | 2,096 | 2,058 |
Additional paid-in capital | 115,619 | 97,289 |
Retained earnings | 325,290 | 295,202 |
Accumulated other comprehensive loss | (4,787) | (2,651) |
Total stockholders' equity | 438,218 | 391,898 |
Total liabilities and stockholders' equity | $ 868,980 | $ 861,531 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Allowance for doubtful accounts | $ 186 | $ 288 |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 25 | $ 25 |
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0667 | $ 0.0667 |
Common stock, shares authorized (in shares) | 60,000,000 | 60,000,000 |
Common stock, shares issued (in shares) | 31,449,857 | 30,845,586 |
Common stock, shares outstanding (in shares) | 31,449,857 | 30,845,586 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Earnings (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Condensed Consolidated Statements of Earnings (unaudited) [Abstract] | ||||
Net sales | $ 134,773 | $ 132,230 | $ 279,635 | $ 218,225 |
Cost of sales | 92,906 | 99,895 | 194,638 | 162,675 |
Gross margin | 41,867 | 32,335 | 84,997 | 55,550 |
Operating expenses: | ||||
Selling expenses | 11,367 | 8,552 | 23,153 | 12,741 |
Research and development expenses | 1,492 | 1,119 | 2,940 | 1,892 |
General and administrative expenses | 5,234 | 6,155 | 10,092 | 11,053 |
Operating expenses | 18,093 | 15,826 | 36,185 | 25,686 |
Earnings from operations | 23,774 | 16,509 | 48,812 | 29,864 |
Other expenses (income): | ||||
Interest income | (3) | (13) | (5) | (59) |
Interest expense | 1,594 | 1,315 | 3,475 | 1,316 |
Other, net | 16 | (84) | 90 | (56) |
Earnings before income tax expense | 22,167 | 15,291 | 45,252 | 28,663 |
Income tax expense | 7,251 | 5,559 | 15,164 | 10,037 |
Net earnings | $ 14,916 | $ 9,732 | $ 30,088 | $ 18,626 |
Net earnings per common share - basic (in dollars per share) | $ 0.48 | $ 0.32 | $ 0.97 | $ 0.62 |
Net earnings per common share - diluted (in dollars per share) | $ 0.47 | $ 0.31 | $ 0.95 | $ 0.60 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Condensed Consolidated Statements of Comprehensive Income (unaudited) [Abstract] | ||||
Net earnings | $ 14,916 | $ 9,732 | $ 30,088 | $ 18,626 |
Other comprehensive income (loss), net of tax: | ||||
Net foreign currency translation adjustment | 550 | (176) | (2,130) | (194) |
Net change in postretirement benefit plan, net of taxes of $2 and $1 for the three months ended June 30, 2015 and 2014, and $3 and $2 for the six months ended June 30, 2015 and 2014. | (3) | (2) | (6) | (4) |
Other comprehensive income (loss) | 547 | (178) | (2,136) | (198) |
Comprehensive income | $ 15,463 | $ 9,554 | $ 27,952 | $ 18,428 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Other comprehensive income (loss), net of tax: | ||||
Net change in postretirement benefit plan, taxes | $ 2 | $ 1 | $ 3 | $ 2 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net earnings | $ 30,088 | $ 18,626 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 19,891 | 9,864 |
Stock compensation expense | 2,684 | 2,348 |
Deferred income taxes | 55 | 75 |
Provision for doubtful accounts | (106) | 68 |
Foreign currency transaction loss | 60 | 7 |
Loss on disposal of assets | 106 | 0 |
Changes in assets and liabilities | ||
Accounts receivable | 7,962 | (9,397) |
Inventories | 1,378 | (256) |
Prepaid expenses and other current assets | 1,396 | 215 |
Accounts payable and accrued expenses | (9,786) | 3,262 |
Income taxes | (4,046) | 2,552 |
Customer deposits and other deferred revenue | 0 | (35) |
Other | 184 | 274 |
Net cash provided by operating activities | 49,866 | 27,603 |
Cash flows from investing activities: | ||
Capital expenditures | (15,299) | (3,504) |
Cash paid for acquisition, net of cash acquired | 0 | (491,057) |
Intangible assets acquired | (617) | (41) |
Net cash used in investing activities | (15,916) | (494,602) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 0 | 350,000 |
Principal payments on long-term debt | (17,500) | 0 |
Proceeds from revolving loan | 0 | 50,000 |
Principal payment on acquired debt | 0 | (75,550) |
Cash paid for financing costs | 0 | (2,543) |
Repayments of short-term obligations | 0 | (89) |
Proceeds from stock options exercised | 9,920 | 2,881 |
Excess tax benefits from stock compensation | 5,785 | 1,472 |
Dividends paid | (9,251) | (7,856) |
Purchase of treasury stock | (21) | (267) |
Net cash (used in) provided by financing activities | (11,067) | 318,048 |
Effect of exchange rate changes on cash | (927) | (82) |
Increase (decrease) in cash and cash equivalents | 21,956 | (149,033) |
Cash and cash equivalents beginning of period | 50,287 | 208,747 |
Cash and cash equivalents end of period | $ 72,243 | $ 59,714 |
CONDENSED CONSOLIDATED FINANCIA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 6 Months Ended |
Jun. 30, 2015 | |
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS [Abstract] | |
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | NOTE 1 – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The condensed consolidated financial statements presented herein have been prepared by the Company in accordance with the accounting policies described in its December 31, 2014 consolidated financial statements, and should be read in conjunction with the consolidated financial statements and notes, which appear in the Annual Report on Form 10-K for the year ended December 31, 2014. References in this report to the “Company” mean either Balchem Corporation or Balchem Corporation and its subsidiaries, including BCP Ingredients, Inc., Aberco, Inc., Balchem BV, Balchem Italia Srl, Performance Chemicals & Ingredients Company, SensoryEffects Powder Systems, Inc., SensoryEffects Cereal Systems, Inc., SensoryEffects Flavor Company, SensoryEffects International Sales, Inc., and SEPS Reading LLC, on a consolidated basis, as the context requires. In the opinion of management, the unaudited condensed consolidated financial statements furnished in this Form 10-Q include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. All such adjustments are of a normal recurring nature. The condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP” or “GAAP”) Retrospective Revision of Certain Prior Period Information During the first quarter of fiscal year 2015, information that our chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance changed, and as a result, the Company changed its communication to external investors. Therefore, beginning in fiscal year 2015, we are reporting our financial performance based on our new segments described in Note 10 – Segment Information. We have retrospectively revised certain prior period amounts to conform to the way we internally manage and monitor segment performance during the current fiscal year. This change impacted Note 6 – Intangible Assets and Note 10 – Segment Information, with no impact on consolidated net income or cash flows. During the first quarter of fiscal year 2015, the Company completed its review of the acquired tax balances associated with the SensoryEffects acquisition. As a result, the following December 31, 2014 balances were retrospectively revised as follows: goodwill and deferred income taxes were increased by $260. The revision is measured as of the acquisition date and considers adjustments that would have been recognized had the deferred taxes been recorded as of the acquisition date. There was no impact on consolidated net income or cash flows. See Note 2. |
ACQUISITION OF PERFORMANCE CHEM
ACQUISITION OF PERFORMANCE CHEMICALS & INGREDIENTS COMPANY | 6 Months Ended |
Jun. 30, 2015 | |
ACQUISITION OF PERFORMANCE CHEMICALS & INGREDIENTS COMPANY [Abstract] | |
ACQUISITION OF PERFORMANCE CHEMICALS & INGREDIENTS COMPANY | NOTE 2—ACQUISITION OF PERFORMANCE CHEMICALS & INGREDIENTS COMPANY On May 7, 2014, the Company acquired 100 percent (the “Acquisition”) of the outstanding common shares of Performance Chemicals & Ingredients Company (d/b/a SensoryEffects), a privately held supplier of customized food and ingredient systems, headquartered in St. Louis, Missouri. The Company made payments of approximately $569 million on the acquisition date, amounting to approximately $494 million to the former shareholders, including adjustments for working capital acquired, and approximately $75 million to SensoryEffects’ lenders to pay off all SensoryEffects bank debt. SensoryEffects is a leader in powder, solid and liquid flavor systems, creamer and specialty emulsified powders, cereal-based products and other functional ingredient food and beverage delivery systems. The Acquisition of SensoryEffects accelerates the Company’s growth into the health and wellness markets. SensoryEffects was merged with the Company’s Food, Pharma & Nutrition segment, strengthening its market leadership position, and the segment was renamed SensoryEffects. The goodwill of $355,391 arising from the Acquisition consists largely of expected synergies, including the combined entities experience and technical problem solving capabilities, and acquired workforce. The goodwill is assigned to the SensoryEffects segment and approximately $20,466 is tax deductible for income tax purposes. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed. Cash and cash equivalents $ 2,635 Accounts receivable 25,674 Inventories 32,000 Property, plant and equipment 75,850 Customer relationships 130,300 Trade names 31,100 Developed technology 3,200 Other assets 3,955 Indemnification asset 1,650 Trade accounts payable (10,427 ) Accrued expenses (6,326 ) Bank debt (75,550 ) Deferred income taxes (75,760 ) Goodwill 355,391 Amount paid to shareholders 493,692 SensoryEffects bank debt paid on purchase date 75,550 Total amount paid on acquisition date $ 569,242 Customer relationships are amortized over a 10-year period utilizing an accelerated method based on the estimated average customer attrition rate. Trade names and developed technology are amortized over 10 years and 5 years, respectively, utilizing the straight-line method as the consumption pattern of the related economic benefits cannot be reliably determined. The Company is indemnified for tax liabilities prior to the Acquisition date. The indemnification asset balance increased by $54 from January 1, 2015 to June 30, 2015 to $1,976. The following unaudited pro forma information has been prepared as if the Acquisition had occurred on January 1, 2013. Three Months Ended June 30, Six Months Ended June 30, Net Sales Net Earnings Net Sales Net Earnings 2015 SensoryEffects actual results included in the Company’s consolidated income statement $ 54,018 $ 2,787 $ 108,558 $ 5,693 2015 Supplemental pro forma combined financial information $ 134,773 $ 14,916 $ 279,635 $ 30,088 Basic earnings per share $ 0.48 $ 0.97 Diluted earnings per share $ 0.47 $ 0.95 2014 SensoryEffects actual results included in the Company’s consolidated income statement from May 7, 2014 through June 30, 2014 $ 36,395 $ (457 ) $ 36,395 $ (457 ) 2014 Supplemental pro forma combined financial information $ 157,635 $ 14,726 $ 302,242 $ 26,483 Basic earnings per share $ 0.49 $ 0.88 Diluted earnings per share $ 0.47 $ 0.85 2014 supplemental pro forma earnings for the three months ended June 30, 2014 exclude $14,944 of acquisition-related costs incurred and $4,735 of non-recurring expenses related to the fair value adjustment to acquisition-date inventory. 2014 supplemental pro forma earnings for the six months ended June 30, 2014 exclude $16,212 of acquisition-related costs incurred and $4,735 of non-recurring expenses related to the fair value adjustment to acquisition-date inventory. The pro forma information presented does not purport to be indicative of the results that actually would have been attained if the SensoryEffects acquisition had occurred at the beginning of the periods presented and is not intended to be a projection of future results. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2015 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 3 – STOCKHOLDERS’ EQUITY STOCK-BASED COMPENSATION The Company records stock-based compensation in accordance with the provisions of ASC 718, “Compensation-Stock Compensation.” The Company’s results for the three and six months ended June 30, 2015 and 2014 reflected the following stock-based compensation cost, and such compensation cost had the following effects on net earnings: Increase/(Decrease) for the Three Months Ended June 30, 2015 2014 Cost of sales $ 214 $ 163 Operating expenses 1,298 1,196 Net earnings (982 ) (847 ) Increase/(Decrease) for the Six Months Ended June 30, 2015 2014 Cost of sales $ 426 $ 311 Operating expenses 2,260 2,036 Net earnings (1,743 ) (1,499 ) As required by ASC 718, the Company has made an estimate of expected forfeitures based on its historical experience and is recognizing compensation cost only for those stock-based compensation awards expected to vest. The Company’s stock incentive plans allow for the granting of stock awards and options to purchase common stock. Both incentive stock options and nonqualified stock options can be awarded under the plans. No option will be exercisable for longer than ten years after the date of grant. The Company has approved and reserved a number of shares to be issued upon exercise of the outstanding options that is adequate to cover all exercises. As of June 30, 2015, the plans had 3,772,007 shares available for future awards. Compensation expense for stock options and stock awards is recognized on a straight-line basis over the vesting period, generally three years for stock options, four years for employee restricted stock awards, three years for employee performance share awards, and four years for non-employee director restricted stock awards. Certain awards provide for accelerated vesting if there is a change in control (as defined in the plans) or other qualifying events. Option activity for the six months ended June 30, 2015 and 2014 is summarized below For the six months ended June 30, 2015 Shares (000s) Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Term Outstanding as of December 31, 2014 1,470 $ 27.35 $ 57,742 Granted 207 58.34 Exercised (519 ) 19.12 Forfeited (12 ) 50.46 Outstanding as of June 30, 2015 1,146 $ 36.45 $ 22,660 6.6 Exercisable as of June 30, 2015 718 $ 26.77 $ 20,785 5.2 For the six months ended June 30, 2014 Shares (000s) Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Term Outstanding as of December 31, 2013 1,893 $ 20.94 $ 71,465 Granted 268 53.80 Exercised (249 ) 11.56 Forfeited (126 ) 56.03 Outstanding as of June 30, 2014 1,786 $ 24.71 $ 51,517 5.3 Exercisable as of June 30, 2014 1,425 $ 20.40 $ 47,250 4.4 ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The fair value of each option grant is estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted average assumptions: dividend yields of 0.6% and 0.5%; expected volatilities of 33% and 34%; risk-free interest rates of 1.7% and 1.8%; and expected lives of 5.5 and 5.6 years, in each case for the six months ended June 30, 2015 and 2014, respectively. The Company used a projected expected life for each award granted based on historical experience of employees’ exercise behavior. Expected volatility is based on the Company’s historical volatility levels. Dividend yields are based on the Company’s historical dividend yields. Risk-free interest rates are based on the implied yields currently available on U.S. Treasury zero coupon issues with a remaining term equal to the expected life. Other information pertaining to option activity during the three and six months ended June 30, 2015 and 2014 was as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Weighted-average fair value of options granted $ 17.07 $ 19.68 $ 18.35 $ 17.53 Total intrinsic value of stock options exercised ($000s) $ 12,244 $ 5,526 $ 20,284 $ 10,944 Non-vested restricted stock activity for the six months ended June 30, 2015 and 2014 is summarized below: Six months ended June 30, 2015 Shares (000s) Weighted Average Grant Date Fair Value Non-vested balance as of December 31, 2014 134 $ 38.13 Granted 76 55.77 Vested (11 ) 16.69 Forfeited - - Non-vested balance as of June 30, 2015 199 $ 46.11 Six months ended June 30, 2014 Shares (000s) Weighted Average Grant Date Fair Value Non-vested balance as of December 31, 2013 172 $ 33.69 Granted 25 51.03 Vested (24 ) 37.61 Forfeited (6 ) 45.32 Non-vested balance as of June 30, 2014 167 $ 35.27 Non-vested performance share activity for the six months ended June 30, 2015 and 2014 is summarized below: Six months ended June 30, 2015 Shares (000s) Weighted Average Grant Date Fair Value Non-vested balance as of December 31, 2014 - $ - Granted 29 58.77 Vested - - Forfeited 9 58.77 Non-vested balance as of June 30, 2015 20 $ 58.77 Six months ended June 30, 2014 Shares (000s) Weighted Average Grant Date Fair Value Non-vested balance as of December 31, 2013 - $ - Granted - - Vested - - Forfeited - - Non-vested balance as of June 30, 2014 - $ - The performance share (“PS”) awards provide the recipients the right to receive a certain number of shares of the Company’s common stock in the future, subject to an (1) EBITDA performance hurdle, where vesting is dependent upon the Company achieving a certain EBITDA percentage growth over the performance period, and (2) relative total shareholder return (TSR) where vesting is dependent upon the Company’s TSR performance over the performance period relative to a comparator group consisting of the Russell 2000 index constituents established at January 1, 2015. Expense is measured based on the fair value at the date of grant utilizing a Black-Scholes methodology to produce a Monte-Carlo simulation model which allows for the incorporation of the performance hurdles that must be met before the PS vests. The assumptions used in the fair value determination were: risk free interest rate: 1.00%; dividend yield: 0.5%; volatility: 34% and initial TSR -6.9%. Expense is based on the estimated number of shares expected to vest, assuming the requisite service period is rendered and the probable outcome of the performance condition is achieved. The estimate is revised if subsequent information indicates that the actual number of shares likely to vest differs from previous estimates. Expense is ultimately adjusted based on the actual achievement of service and performance targets. The PS will cliff vest 100% at the end of the third year following the grant in accordance with the performance metrics set forth. As of June 30, 2015 and 2014, there was $12,146 and $7,158, respectively, of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the plans. As of June 30, 2015, the unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 2 years. The Company estimates that share-based compensation expense for the year ended December 31, 2015 will be approximately $5,700. REPURCHASE OF COMMON STOCK The Company has an approved stock repurchase program. The total authorization under this program is 3,763,038 shares. Since the inception of the program in June 1999, a total of 2,105,601 shares have been purchased, none of which remained in treasury at June 30, 2015. During the six months ended June 30, 2015, a total of 370 shares have been purchased at an average cost of $56.85 per share. The Company intends to acquire shares from time to time at prevailing market prices if and to the extent it deems it advisable to do so based on its assessment of corporate cash flow, market conditions and other factors. |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2015 | |
INVENTORIES [Abstract] | |
INVENTORIES | NOTE 4 – INVENTORIES Inventories at June 30, 2015 and December 31, 2014 consisted of the following: June 30, 2015 December 31, 2014 Raw materials $ 17,510 $ 19,822 Work in progress 2,289 1,989 Finished goods 28,083 27,812 Total inventories $ 47,882 $ 49,623 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2015 | |
PROPERTY, PLANT AND EQUIPMENT [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 5 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment at June 30, 2015 and December 31, 2014 are summarized as follows: June 30, 2015 December 31, 2014 Land $ 3,022 $ 3,130 Building 30,819 31,030 Equipment 148,987 150,170 Construction in progress 23,125 10,969 205,953 195,299 Less: accumulated depreciation 66,204 63,711 Property, plant and equipment, net $ 139,749 $ 131,588 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2015 | |
INTANGIBLE ASSETS [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS The Company had goodwill in the amount of $383,906 as of June 30, 2015 and December 31, 2014 subject to the provisions of ASC 350, “Intangibles-Goodwill and Other.” As discussed in Note 10 – Segment Information, during the first quarter of fiscal year 2015, information that our chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance changed, and as a result, the Company changed its communication to external investors. We allocated goodwill to our new reporting units using a relative fair value approach. June 30, 2015 December 31, 2014 SensoryEffects $ 363,784 $ 383,784 Animal Nutrition and Health 11,734 11,734 Specialty Products 7,160 7,160 Industrial Products 1,228 1,228 Total $ 383,906 $ 383,906 Identifiable intangible assets with finite lives at June 30, 2015 and December 31, 2014 are summarized as follows: Amortization Period (in years) Gross Carrying Amount at 6/30/15 Accumulated Amortization at 6/30/15 Gross Carrying Amount at 12/31/14 Accumulated Amortization at 12/31/14 Customer relationships & lists 10 $ 167,442 $ 52,408 $ 167,442 $ 41,238 Trademarks & trade names 17 32,014 4,123 32,014 2,540 Developed technology 5 3,200 737 3,200 420 Regulatory registration costs 5-10 2,232 757 1,704 667 Patents & trade secrets 15-17 1,719 978 1,665 933 Other 5-10 760 612 754 587 $ 207,367 $ 59,615 $ 206,779 $ 46,385 Amortization of identifiable intangible assets was approximately $13,200 for the six months ended June 30, 2015. Assuming no change in the gross carrying value of identifiable intangible assets, the estimated amortization expense for the remainder of 2015 is $13,270, approximately $24,350 for 2016, $20,400 for 2017, $18,140 for 2018, $16,320 for 2019 and $14,590 for 2020. At June 30, 2015, there were no identifiable intangible assets with indefinite useful lives as defined by ASC 350. Identifiable intangible assets are reflected in “Intangible assets with finite lives, net” in the Company’s condensed consolidated balance sheets. There were no changes to the useful lives of intangible assets subject to amortization during the six months ended June 30, 2015. |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2015 | |
LONG-TERM DEBT [Abstract] | |
LONG-TERM DEBT | NOTE 7 – LONG-TERM DEBT On May 7, 2014, the Company and a bank syndicate entered into a loan agreement providing for a senior secured term loan of $350,000 and revolving loan of $100,000 (collectively referred to as the “loans”). The term loan and $50,000 of the revolving loan were used to fund the Performance Chemicals & Ingredients Company acquisition (see Note 2) and for general corporate purposes. At June 30, 2015, the Company had a total of $315,000 of debt outstanding. The term loan is payable in quarterly installments of $8,750 commencing on September 30, 2014, with the outstanding principal due on the maturity date. The Company may draw on the revolving loan at its discretion and the revolving loan does not have installments and all outstanding amounts are due on the maturity date. The loans may be voluntarily prepaid in whole or in part without premium or penalty and have a maturity date of May 7, 2019. The loans are subject to an interest rate equal to LIBOR or a fluctuating rate as defined by the loan agreement, at the Company’s discretion; plus an applicable rate. The applicable rate is based upon the Company’s consolidated leverage ratio, as defined in the loan agreement, and the interest rate was 1.69% at June 30, 2015. The Company has $100,000 of undrawn revolving loan at June 30, 2015 that is subject to a commitment fee; which is based on the Company’s consolidated leverage ratio as defined in the loan agreement. The loan agreement contains quarterly covenants requiring the consolidated leverage ratio to be less than a certain maximum ratio and the consolidated fixed charge coverage ratio to exceed a certain minimum ratio. At June 30, 2015, the Company was in compliance with these covenants. Indebtedness under the Company’s loan agreements are secured by assets of the company. The following table summarizes the future minimum debt payments: 2015 2016 2017 2018 2019 Current portion of long-term debt $ 17,500 $ 17,500 - - - Long-term debt - 17,500 $ 35,000 $ 35,000 $ 192,500 Total $ 17,500 $ 35,000 $ 35,000 $ 35,000 $ 192,500 Costs associated with the issuance of debt instruments are capitalized and amortized over the terms of the respective financing arrangements using the effective interest method. If debt is retired early, the related unamortized costs are expensed in the period the debt is retired. Capitalized costs net of accumulated amortization total $1,830 at June 30, 2015 and are included in other assets on the accompanying balance sheet. Amortization expense pertaining to these costs totaled $153 and $103 for the three months ended June 30, 2015 and 2014 and $310 and $103 for the six months ended June 30, 2015 and 2014, and is included in interest expense in the accompanying condensed consolidated statements of earnings. |
NET EARNINGS PER SHARE
NET EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2015 | |
NET EARNINGS PER SHARE [Abstract] | |
NET EARNINGS PER SHARE | NOTE 8 – NET EARNINGS PER SHARE The following presents a reconciliation of the net earnings and shares used in calculating basic and diluted net earnings per share: Three months ended June 30, 2015 Net Earnings (Numerator) Number of Shares (Denominator) Per Share Amount Basic EPS – Net earnings and weighted average common shares outstanding $ 14,916 31,111,155 $ .48 Effect of dilutive securities – stock options and restricted stock 521,119 Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options and restricted stock $ 14,916 31,632,274 $ .47 Three months ended June 30, 2014 Net Earnings (Numerator) Number of Shares (Denominator) Per Share Amount Basic EPS – Net earnings and weighted average common shares outstanding $ 9,732 30,280,366 $ .32 Effect of dilutive securities – stock options and restricted stock 869,413 Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options and restricted stock $ 9,732 31,149,779 $ .31 Six months ended June 30, 2015 Net Earnings (Numerator) Number of Shares (Denominator) Per Share Amount Basic EPS – Net earnings and weighted average common shares outstanding $ 30,088 30,976,681 $ .97 Effect of dilutive securities – stock options and restricted stock 547,925 Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options and restricted stock $ 30,088 31,524,606 $ .95 Six months ended June 30, 2014 Net Earnings (Numerator) Number of Shares (Denominator) Per Share Amount Basic EPS – Net earnings and weighted average common shares outstanding $ 18,626 30,213,536 $ .62 Effect of dilutive securities – stock options and restricted stock 898,153 Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options and restricted stock $ 18,626 31,111,689 $ .60 The Company had stock options covering 259,872 and 154,476 shares at June 30, 2015 and 2014, respectively, that could potentially dilute basic earnings per share in future periods that were not included in diluted earnings per share because their effect on the period presented was anti-dilutive. The Company has some share-based payment awards that have forfeitable dividend rights. These awards are restricted shares and performance shares and they participate on a one-for-one basis with holders of common stock. These awards have an immaterial impact as participating securities with regard to the calculation using the two-class method for determining earnings per share. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2015 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES The Company accounts for uncertainty in income taxes in accordance with ASC 740-10, “Accounting for Uncertainty in Income Taxes.” ASC 740-10 clarifies whether or not to recognize assets or liabilities for tax positions taken that may be challenged by a tax authority. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2015 | |
SEGMENT INFORMATION [Abstract] | |
SEGMENT INFORMATION | NOTE 10 – SEGMENT INFORMATION During the first quarter of fiscal year 2015, information that our chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance changed, and as a result, the Company changed its communication to external investors. Therefore, beginning in fiscal year 2015, we are reporting our financial performance based on our new segments; Specialty Products, SensoryEffects, Animal Nutrition & Health, and Industrial Products. We have retrospectively revised certain prior period amounts to conform to the way we internally manage and monitor segment performance during the current fiscal year. Our reportable segments are described below. SensoryEffects Our SensoryEffects segment supplies ingredients in the food and beverage industry; providing customized solutions in powder, solid and liquid flavor delivery systems, spray dried emulsified powder systems, and cereal systems. Our products include creamer systems, dairy replacers, powdered fats, nutritional beverage bases, beverages, juice & dairy bases, chocolate systems, ice cream bases & variegates, ready-to-eat cereals, grain based snacks, and cereal based ingredients. Additionally, we provide microencapsulation solutions to a variety of applications in food, pharmaceutical and nutritional ingredients to enhance performance of nutritional fortification, processing, mixing, and packaging applications and shelf-life. Major product applications are baked goods, refrigerated and frozen dough systems, processed meats, seasoning blends, confections, and nutritional supplements. We also produce and market human grade choline nutrient products through this segment for wellness applications. Choline is recognized to play a key role in the development and structural integrity of brain cell membranes in infants, processing dietary fat, reproductive development and neural functions, such as memory and muscle function. Animal Nutrition & Health Our Animal Nutrition & Health (“ANH”) segment provides nutritional products derived from our microencapsulation and chelation technologies in addition to basic choline chloride. For ruminant animals, our microencapsulated products boost health and milk production, delivering nutrient supplements that are biologically available, providing required nutritional levels. Our proprietary chelation technology provides enhanced nutrient absorption for various species of production and companion animals and is marketed for use in animal feed throughout the world. ANH also manufactures and supplies choline chloride, an essential nutrient for monogastric animal health, predominantly to the poultry, pet and swine industries. Choline, which is manufactured and sold in both dry and aqueous forms, plays a vital role in the metabolism of fat. Choline deficiency can result in reduced growth and perosis in poultry; fatty liver, kidney necrosis and general poor health condition in swine. Sales of specialty products for the animal nutrition and health industry are highly dependent on dairy industry economics as well as the ability of the Company to leverage the results of university and field research on the animal health benefits of the Company’s products. Management believes that success in the commodity-oriented basic choline chloride marketplace is highly dependent on the Company’s ability to maintain its strong reputation for excellent product quality and customer service. The Company continues to increase production efficiencies in order to maintain its competitive-cost position to effectively compete in a competitive global marketplace. Specialty Products Our Specialty Products segment operates commercially as ARC Specialty Products. Ethylene oxide, at the 100% level, is sold as a sterilant gas, primarily for use in the health care industry. It is used to sterilize a wide range of medical devices because of its versatility and effectiveness in treating hard or soft surfaces, composites, metals, tubing and different types of plastics without negatively impacting the performance of the device being sterilized. Our 100% ethylene oxide product is distributed in uniquely designed, recyclable, double-walled, stainless steel drums to assure compliance with safety, quality and environmental standards as outlined by the EPA and the DOT. Our inventory of these specially built drums, along with our two filling facilities, represents a significant capital investment. Contract sterilizers and medical device manufacturers are principal customers for this product. We also sell single use canisters with 100% ethylene oxide for use in sterilizing re-usable devices typically processed in autoclave units in hospitals. As a fumigant, ethylene oxide blends are highly effective in killing bacteria, fungi, and insects in spices and other seasoning materials. Propylene oxide is marketed and sold as a fumigant to aid in the control of insects and microbiological spoilage; and to reduce bacterial and mold contamination in certain shell and processed nut meats, processed spices, cacao beans, cocoa powder, raisins, figs and prunes. We distribute our propylene oxide product primarily in recyclable, single-walled, carbon steel cylinders according to standards outlined by the EPA and the DOT. Our inventory of these cylinders also represents a significant capital investment. Propylene oxide is also sold to customers seeking smaller (as opposed to bulk) quantities and whose requirements include utilization in various chemical synthesis applications, such as increasing paint durability and manufacturing specialty starches and textile coatings. Industrial Products Certain derivatives of choline chloride are manufactured and sold into industrial applications predominately as a component for hydraulic fracturing of shale natural gas wells. Our products offer an attractive, effective and more environmentally responsible alternative than other clay stabilizers. Industrial grade Choline Bicarbonate is completely chloride free and our Choline Chloride reduces the amount of chlorides released into the environment up to 75% when compared to potassium chloride. The Industrial Products segment also includes the manufacture and sale of methylamines. Methylamines are a primary building block for the manufacture of choline products and are produced at our Italian operation and sold for a wide range of industrial applications in Europe. Business Segment Assets: June 30, 2015 December 31, 2014 SensoryEffects $ 642,691 $ 656,130 Animal Nutrition & Health 99,743 90,650 Specialty Products 25,853 24,913 Industrial Products 20,217 32,330 Other Unallocated 80,476 57,508 Total $ 868,980 $ 861,531 Depreciation/Amortization: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 SensoryEffects $ 7,533 $ 4,798 $ 15,172 $ 5,097 Animal Nutrition & Health 1,582 1,852 3,128 3,373 Specialty Products 300 353 641 713 Industrial Products 297 128 640 579 Total $ 9,712 $ 7,131 $ 19,581 $ 9,762 Capital Expenditures: Six Months Ended June 30, 2015 2014 SensoryEffects $ 5,702 $ 886 Animal Nutriton & Health 8,290 1,803 Specialty Products 489 441 Industrial Products 818 374 Total $ 15,299 $ 3,504 Business Segment Net Sales: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 SensoryEffects $ 67,230 $ 49,199 $ 134,987 $ 61,349 Animal Nutrition & Health 41,642 43,221 84,348 84,074 Specialty Products 13,805 13,642 27,384 26,434 Industrial Products 12,096 26,168 32,916 46,368 Total $ 134,773 $ 132,230 $ 279,635 $ 218,225 Business Segment Earnings Before Income Taxes: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 SensoryEffects $ 9,087 $ 2,874 $ 16,793 $ 5,475 Animal Nutrition & Health 7,468 5,510 15,978 9,669 Specialty Products 6,093 5,463 11,794 10,269 Industrial Products 1,126 4,165 4,247 7,299 Transaction and integration costs - (1,503 ) - (2,848 ) Interest and other income (expense) (1,607 ) (1,218 ) (3,560 ) (1,201 ) Total $ 22,167 $ 15,291 $ 45,252 $ 28,663 Transaction and integration costs were primarily related to the definitive agreement to acquire Performance Chemicals & Ingredients Company (d/b/a SensoryEffects; see Note 2). The following table summarizes domestic (U.S.) and foreign sales for the three and six months ended June 30, 2015 and 2014: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Domestic $ 103,003 $ 98,191 $ 224,779 $ 154,335 Foreign 31,770 34,039 54,856 63,890 Total $ 134,773 $ 132,230 $ 279,635 $ 218,225 |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 6 Months Ended |
Jun. 30, 2015 | |
SUPPLEMENTAL CASH FLOW INFORMATION [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | NOTE 11 – SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the six months ended June 30, 2015 and 2014 for income taxes and interest is as follows: Six Months Ended June 30, 2015 2014 Income taxes $ 12,002 $ 5,933 Interest $ 3,163 $ 1,177 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 6 Months Ended |
Jun. 30, 2015 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | NOTE 12 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The changes in accumulated other comprehensive income (loss) were as follows: Three Months Ended June 30, 2015 2014 Net foreign currency translation adjustment $ 550 $ (176 ) Net change in postretirement benefit plan (see Note 13 for further information) Amortization of prior service credit (5 ) (5 ) Amortization of loss - 2 Total before tax (5 ) (3 ) Tax 2 1 Net of tax (3 ) (2 ) Total other comprehensive income (loss) $ 547 $ (178 ) Six Months Ended June 30, 2015 2014 Net foreign currency translation adjustment $ (2,130 ) $ (194 ) Net change in postretirement benefit plan (see Note 13 for further information) Amortization of prior service credit (9 ) (9 ) Amortization of loss - 3 Total before tax (9 ) (6 ) Tax 3 2 Net of tax (6 ) (4 ) Total other comprehensive loss $ (2,136 ) $ (198 ) Accumulated other comprehensive loss at June 30, 2015 consisted of the following: Foreign currency translation adjustment Postretirement benefit plan Total Balance December 31, 2014 $ (2,702 ) $ 51 $ (2,651 ) Other comprehensive loss (2,130 ) (6 ) (2,136 ) Balance June 30, 2015 $ (4,832 ) $ 45 $ (4,787 ) |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 6 Months Ended |
Jun. 30, 2015 | |
EMPLOYEE BENEFIT PLAN [Abstract] | |
EMPLOYEE BENEFIT PLAN | NOTE 13 – EMPLOYEE BENEFIT PLAN The Company currently provides postretirement benefits in the form of a retirement medical plan under a collective bargaining agreement covering eligible retired employees of its Verona, Missouri facility. Net periodic benefit costs for such retirement medical plan were as follows: Six Months Ended June 30, 2015 2014 Service cost $ 27 $ 28 Interest cost 18 24 Amortization of prior service credit (9 ) (9 ) Amortization of loss - 3 Net periodic benefit cost $ 36 $ 46 The amount recorded for this obligation on the Company’s balance sheet as of June 30, 2015 and December 31, 2014 is $1,156 and $1,111, respectively, and is included in other long-term obligations. The plan is unfunded and approved claims are paid from Company funds. Historical cash payments made under such plan have typically been less than $100 per year. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2015 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 – COMMITMENTS AND CONTINGENCIES In 2015, the Company entered into a six year, nine month lease in St. Louis, Missouri for approximately 9,100 square feet of office space. The office space serves as SensoryEffects’ selling and general offices. In 2012, the Company entered into a six year lease extension for approximately 20,000 square feet of office space in New Hampton, New York. The office space serves as the Company’s general offices and as a laboratory facility. In 2013, SensoryEffects entered into a three year lease for approximately 40,000 square feet of warehouse space in St. Louis, Missouri. The Company leases most of its vehicles and office equipment under non-cancelable operating leases, which primarily expire at various times through 2029. Rent expense charged to operations under such lease agreements for the six months ended June 30, 2015 and 2014 aggregated approximately $1,271 and $622, respectively. Aggregate future minimum rental payments required under all non-cancelable operating leases at June 30, 2015 are as follows: Year July 1, 2015 to December 31, 2015 $ 1,196 2016 1,894 2017 1,650 2018 1,387 2019 1,003 2020 700 Thereafter 2,909 Total minimum lease payments $ 10,739 In 1982, the Company discovered and thereafter removed a number of buried drums containing unidentified waste material from the Company’s site in Slate Hill, New York. The Company thereafter entered into a Consent Decree to evaluate the drum site with the New York Department of Environmental Conservation (“NYDEC”) and performed a Remedial Investigation/Feasibility Study that was approved by NYDEC in February 1994. Based on NYDEC requirements, the Company cleaned the area and removed soil from the drum burial site, which was completed in 1996. The Company continues to be involved in discussions with NYDEC to evaluate test results and determine what, if any, additional actions will be required on the part of the Company to close out the remediation of this site. Additional actions, if any, would likely require the Company to continue monitoring the site. The cost of such monitoring has been less than $5 per year for the period 2004 to date. The Company’s Verona, Missouri facility, while held by a prior owner, was designated by the EPA as a Superfund site and placed on the National Priorities List in 1983, because of dioxin contamination on portions of the site. Remediation conducted by the prior owner under the oversight of the EPA and the Missouri Department of Natural Resources (“MDNR”) included removal of dioxin contaminated soil and equipment, capping of areas of residual contamination in four relatively small areas of the site separate from the manufacturing facilities, and the installation of wells to monitor groundwater and surface water contamination by organic chemicals. No ground water or surface water treatment was required. The Company believes that remediation of the site is complete. In 1998, the EPA certified the work on the contaminated soils to be complete. In February 2000, after the conclusion of two years of monitoring groundwater and surface water, the former owner submitted a draft third party risk assessment report to the EPA and MDNR recommending no further action. The prior owner is awaiting the response of the EPA and MDNR to the draft risk assessment. While the Company must maintain the integrity of the capped areas in the remediation areas on the site, the prior owner is responsible for completion of any further Superfund remedy. The Company is indemnified by the sellers under its May 2001 asset purchase agreement covering its acquisition of the Verona, Missouri facility for potential liabilities associated with the Superfund site and one of the sellers, in turn, has the benefit of certain contractual indemnification by the prior owner that is implementing the above-described Superfund remedy. From time to time, the Company is a party to various litigation, claims and assessments. Management believes that the ultimate outcome of such matters will not have a material effect on the Company’s consolidated financial position, results of operations, or liquidity. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2015 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 15 – FAIR VALUE OF FINANCIAL INSTRUMENTS The Company has a number of financial instruments, none of which are held for trading purposes. The Company estimates that the fair value of all financial instruments at June 30, 2015 and December 31, 2014 does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying condensed consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is necessarily required in interpreting market data to develop the estimates of fair value, and, accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The carrying value of debt approximates fair value as the interest rate is based on market and the Company’s consolidated leverage ratio. |
ACQUISITION OF PERFORMANCE CH23
ACQUISITION OF PERFORMANCE CHEMICALS & INGREDIENTS COMPANY (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
ACQUISITION OF PERFORMANCE CHEMICALS & INGREDIENTS COMPANY [Abstract] | |
Estimated fair values of the assets acquired and liabilities assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed. Cash and cash equivalents $ 2,635 Accounts receivable 25,674 Inventories 32,000 Property, plant and equipment 75,850 Customer relationships 130,300 Trade names 31,100 Developed technology 3,200 Other assets 3,955 Indemnification asset 1,650 Trade accounts payable (10,427 ) Accrued expenses (6,326 ) Bank debt (75,550 ) Deferred income taxes (75,760 ) Goodwill 355,391 Amount paid to shareholders 493,692 SensoryEffects bank debt paid on purchase date 75,550 Total amount paid on acquisition date $ 569,242 |
Acquisition of unaudited pro forma information | The following unaudited pro forma information has been prepared as if the Acquisition had occurred on January 1, 2013. Three Months Ended June 30, Six Months Ended June 30, Net Sales Net Earnings Net Sales Net Earnings 2015 SensoryEffects actual results included in the Company’s consolidated income statement $ 54,018 $ 2,787 $ 108,558 $ 5,693 2015 Supplemental pro forma combined financial information $ 134,773 $ 14,916 $ 279,635 $ 30,088 Basic earnings per share $ 0.48 $ 0.97 Diluted earnings per share $ 0.47 $ 0.95 2014 SensoryEffects actual results included in the Company’s consolidated income statement from May 7, 2014 through June 30, 2014 $ 36,395 $ (457 ) $ 36,395 $ (457 ) 2014 Supplemental pro forma combined financial information $ 157,635 $ 14,726 $ 302,242 $ 26,483 Basic earnings per share $ 0.49 $ 0.88 Diluted earnings per share $ 0.47 $ 0.85 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
STOCKHOLDERS' EQUITY [Abstract] | |
Effect of compensation cost on earnings | The Company’s results for the three and six months ended June 30, 2015 and 2014 reflected the following stock-based compensation cost, and such compensation cost had the following effects on net earnings: Increase/(Decrease) for the Three Months Ended June 30, 2015 2014 Cost of sales $ 214 $ 163 Operating expenses 1,298 1,196 Net earnings (982 ) (847 ) Increase/(Decrease) for the Six Months Ended June 30, 2015 2014 Cost of sales $ 426 $ 311 Operating expenses 2,260 2,036 Net earnings (1,743 ) (1,499 ) |
Summary of stock option activity | Option activity for the six months ended June 30, 2015 and 2014 is summarized below For the six months ended June 30, 2015 Shares (000s) Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Term Outstanding as of December 31, 2014 1,470 $ 27.35 $ 57,742 Granted 207 58.34 Exercised (519 ) 19.12 Forfeited (12 ) 50.46 Outstanding as of June 30, 2015 1,146 $ 36.45 $ 22,660 6.6 Exercisable as of June 30, 2015 718 $ 26.77 $ 20,785 5.2 For the six months ended June 30, 2014 Shares (000s) Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Term Outstanding as of December 31, 2013 1,893 $ 20.94 $ 71,465 Granted 268 53.80 Exercised (249 ) 11.56 Forfeited (126 ) 56.03 Outstanding as of June 30, 2014 1,786 $ 24.71 $ 51,517 5.3 Exercisable as of June 30, 2014 1,425 $ 20.40 $ 47,250 4.4 |
Other information pertaining to stock option activity | Other information pertaining to option activity during the three and six months ended June 30, 2015 and 2014 was as follows: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Weighted-average fair value of options granted $ 17.07 $ 19.68 $ 18.35 $ 17.53 Total intrinsic value of stock options exercised ($000s) $ 12,244 $ 5,526 $ 20,284 $ 10,944 |
Non-vested restricted stock activity | Non-vested restricted stock activity for the six months ended June 30, 2015 and 2014 is summarized below: Six months ended June 30, 2015 Shares (000s) Weighted Average Grant Date Fair Value Non-vested balance as of December 31, 2014 134 $ 38.13 Granted 76 55.77 Vested (11 ) 16.69 Forfeited - - Non-vested balance as of June 30, 2015 199 $ 46.11 Six months ended June 30, 2014 Shares (000s) Weighted Average Grant Date Fair Value Non-vested balance as of December 31, 2013 172 $ 33.69 Granted 25 51.03 Vested (24 ) 37.61 Forfeited (6 ) 45.32 Non-vested balance as of June 30, 2014 167 $ 35.27 |
Non-vested performance share activity | Non-vested performance share activity for the six months ended June 30, 2015 and 2014 is summarized below: Six months ended June 30, 2015 Shares (000s) Weighted Average Grant Date Fair Value Non-vested balance as of December 31, 2014 - $ - Granted 29 58.77 Vested - - Forfeited 9 58.77 Non-vested balance as of June 30, 2015 20 $ 58.77 Six months ended June 30, 2014 Shares (000s) Weighted Average Grant Date Fair Value Non-vested balance as of December 31, 2013 - $ - Granted - - Vested - - Forfeited - - Non-vested balance as of June 30, 2014 - $ - |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
INVENTORIES [Abstract] | |
Inventories | Inventories at June 30, 2015 and December 31, 2014 consisted of the following: June 30, 2015 December 31, 2014 Raw materials $ 17,510 $ 19,822 Work in progress 2,289 1,989 Finished goods 28,083 27,812 Total inventories $ 47,882 $ 49,623 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
PROPERTY, PLANT AND EQUIPMENT [Abstract] | |
Property, plant and equipment | Property, plant and equipment at June 30, 2015 and December 31, 2014 are summarized as follows: June 30, 2015 December 31, 2014 Land $ 3,022 $ 3,130 Building 30,819 31,030 Equipment 148,987 150,170 Construction in progress 23,125 10,969 205,953 195,299 Less: accumulated depreciation 66,204 63,711 Property, plant and equipment, net $ 139,749 $ 131,588 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
INTANGIBLE ASSETS [Abstract] | |
Schedule of goodwill | We allocated goodwill to our new reporting units using a relative fair value approach. June 30, 2015 December 31, 2014 SensoryEffects $ 363,784 $ 383,784 Animal Nutrition and Health 11,734 11,734 Specialty Products 7,160 7,160 Industrial Products 1,228 1,228 Total $ 383,906 $ 383,906 |
Intangible assets with finite lives | Identifiable intangible assets with finite lives at June 30, 2015 and December 31, 2014 are summarized as follows: Amortization Period (in years) Gross Carrying Amount at 6/30/15 Accumulated Amortization at 6/30/15 Gross Carrying Amount at 12/31/14 Accumulated Amortization at 12/31/14 Customer relationships & lists 10 $ 167,442 $ 52,408 $ 167,442 $ 41,238 Trademarks & trade names 17 32,014 4,123 32,014 2,540 Developed technology 5 3,200 737 3,200 420 Regulatory registration costs 5-10 2,232 757 1,704 667 Patents & trade secrets 15-17 1,719 978 1,665 933 Other 5-10 760 612 754 587 $ 207,367 $ 59,615 $ 206,779 $ 46,385 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
LONG-TERM DEBT [Abstract] | |
Future minimum debt payments | The following table summarizes the future minimum debt payments: 2015 2016 2017 2018 2019 Current portion of long-term debt $ 17,500 $ 17,500 - - - Long-term debt - 17,500 $ 35,000 $ 35,000 $ 192,500 Total $ 17,500 $ 35,000 $ 35,000 $ 35,000 $ 192,500 |
NET EARNINGS PER SHARE (Tables)
NET EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
NET EARNINGS PER SHARE [Abstract] | |
Reconciliation of the net earnings and shares used in calculating basic and diluted net earnings per share | The following presents a reconciliation of the net earnings and shares used in calculating basic and diluted net earnings per share: Three months ended June 30, 2015 Net Earnings (Numerator) Number of Shares (Denominator) Per Share Amount Basic EPS – Net earnings and weighted average common shares outstanding $ 14,916 31,111,155 $ .48 Effect of dilutive securities – stock options and restricted stock 521,119 Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options and restricted stock $ 14,916 31,632,274 $ .47 Three months ended June 30, 2014 Net Earnings (Numerator) Number of Shares (Denominator) Per Share Amount Basic EPS – Net earnings and weighted average common shares outstanding $ 9,732 30,280,366 $ .32 Effect of dilutive securities – stock options and restricted stock 869,413 Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options and restricted stock $ 9,732 31,149,779 $ .31 Six months ended June 30, 2015 Net Earnings (Numerator) Number of Shares (Denominator) Per Share Amount Basic EPS – Net earnings and weighted average common shares outstanding $ 30,088 30,976,681 $ .97 Effect of dilutive securities – stock options and restricted stock 547,925 Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options and restricted stock $ 30,088 31,524,606 $ .95 Six months ended June 30, 2014 Net Earnings (Numerator) Number of Shares (Denominator) Per Share Amount Basic EPS – Net earnings and weighted average common shares outstanding $ 18,626 30,213,536 $ .62 Effect of dilutive securities – stock options and restricted stock 898,153 Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options and restricted stock $ 18,626 31,111,689 $ .60 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
SEGMENT INFORMATION [Abstract] | |
Segment reporting information, by segment | Business Segment Assets: June 30, 2015 December 31, 2014 SensoryEffects $ 642,691 $ 656,130 Animal Nutrition & Health 99,743 90,650 Specialty Products 25,853 24,913 Industrial Products 20,217 32,330 Other Unallocated 80,476 57,508 Total $ 868,980 $ 861,531 Depreciation/Amortization: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 SensoryEffects $ 7,533 $ 4,798 $ 15,172 $ 5,097 Animal Nutrition & Health 1,582 1,852 3,128 3,373 Specialty Products 300 353 641 713 Industrial Products 297 128 640 579 Total $ 9,712 $ 7,131 $ 19,581 $ 9,762 Capital Expenditures: Six Months Ended June 30, 2015 2014 SensoryEffects $ 5,702 $ 886 Animal Nutriton & Health 8,290 1,803 Specialty Products 489 441 Industrial Products 818 374 Total $ 15,299 $ 3,504 Business Segment Net Sales: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 SensoryEffects $ 67,230 $ 49,199 $ 134,987 $ 61,349 Animal Nutrition & Health 41,642 43,221 84,348 84,074 Specialty Products 13,805 13,642 27,384 26,434 Industrial Products 12,096 26,168 32,916 46,368 Total $ 134,773 $ 132,230 $ 279,635 $ 218,225 Business Segment Earnings Before Income Taxes: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 SensoryEffects $ 9,087 $ 2,874 $ 16,793 $ 5,475 Animal Nutrition & Health 7,468 5,510 15,978 9,669 Specialty Products 6,093 5,463 11,794 10,269 Industrial Products 1,126 4,165 4,247 7,299 Transaction and integration costs - (1,503 ) - (2,848 ) Interest and other income (expense) (1,607 ) (1,218 ) (3,560 ) (1,201 ) Total $ 22,167 $ 15,291 $ 45,252 $ 28,663 |
Geographic revenue information | The following table summarizes domestic (U.S.) and foreign sales for the three and six months ended June 30, 2015 and 2014: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Domestic $ 103,003 $ 98,191 $ 224,779 $ 154,335 Foreign 31,770 34,039 54,856 63,890 Total $ 134,773 $ 132,230 $ 279,635 $ 218,225 |
SUPPLEMENTAL CASH FLOW INFORM31
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
SUPPLEMENTAL CASH FLOW INFORMATION [Abstract] | |
Supplemental cash flow information | Cash paid during the six months ended June 30, 2015 and 2014 for income taxes and interest is as follows: Six Months Ended June 30, 2015 2014 Income taxes $ 12,002 $ 5,933 Interest $ 3,163 $ 1,177 |
ACCUMULATED OTHER COMPREHENSI32
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) [Abstract] | |
Changes in accumulated other comprehensive income (loss) | The changes in accumulated other comprehensive income (loss) were as follows: Three Months Ended June 30, 2015 2014 Net foreign currency translation adjustment $ 550 $ (176 ) Net change in postretirement benefit plan (see Note 13 for further information) Amortization of prior service credit (5 ) (5 ) Amortization of loss - 2 Total before tax (5 ) (3 ) Tax 2 1 Net of tax (3 ) (2 ) Total other comprehensive income (loss) $ 547 $ (178 ) Six Months Ended June 30, 2015 2014 Net foreign currency translation adjustment $ (2,130 ) $ (194 ) Net change in postretirement benefit plan (see Note 13 for further information) Amortization of prior service credit (9 ) (9 ) Amortization of loss - 3 Total before tax (9 ) (6 ) Tax 3 2 Net of tax (6 ) (4 ) Total other comprehensive loss $ (2,136 ) $ (198 ) Accumulated other comprehensive loss at June 30, 2015 consisted of the following: Foreign currency translation adjustment Postretirement benefit plan Total Balance December 31, 2014 $ (2,702 ) $ 51 $ (2,651 ) Other comprehensive loss (2,130 ) (6 ) (2,136 ) Balance June 30, 2015 $ (4,832 ) $ 45 $ (4,787 ) |
EMPLOYEE BENEFIT PLAN (Tables)
EMPLOYEE BENEFIT PLAN (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
EMPLOYEE BENEFIT PLAN [Abstract] | |
Components of net periodic benefit cost | Net periodic benefit costs for such retirement medical plan were as follows: Six Months Ended June 30, 2015 2014 Service cost $ 27 $ 28 Interest cost 18 24 Amortization of prior service credit (9 ) (9 ) Amortization of loss - 3 Net periodic benefit cost $ 36 $ 46 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Aggregate future minimum rental payments required under non-cancelable operating leases | Aggregate future minimum rental payments required under all non-cancelable operating leases at June 30, 2015 are as follows: Year July 1, 2015 to December 31, 2015 $ 1,196 2016 1,894 2017 1,650 2018 1,387 2019 1,003 2020 700 Thereafter 2,909 Total minimum lease payments $ 10,739 |
CONDENSED CONSOLIDATED FINANC35
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2015USD ($) | |
Goodwill [Member] | |
Revision of Prior Period Financial Statements [Abstract] | |
Increase in retrospectively revision from prior periods | $ 260 |
Deferred Taxes [Member] | |
Revision of Prior Period Financial Statements [Abstract] | |
Increase in retrospectively revision from prior periods | $ 260 |
ACQUISITION OF PERFORMANCE CH36
ACQUISITION OF PERFORMANCE CHEMICALS & INGREDIENTS COMPANY (Details) - USD ($) | May. 07, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Estimated fair values of the assets acquired and liabilities assumed [Abstract] | ||||||
Indemnification asset | $ 1,976,000 | $ 1,976,000 | ||||
Goodwill | 383,906,000 | 383,906,000 | $ 383,906,000 | |||
Unaudited pro forma information [Abstract] | ||||||
SensoryEffects actual results included in the Company's consolidated income statement, Net Sales | 54,018,000 | $ 36,395,000 | 108,558,000 | $ 36,395,000 | ||
SensoryEffects actual results included in the Company's consolidated income statement, Net Earnings | 2,787,000 | (457,000) | 5,693,000 | (457,000) | ||
Supplemental pro forma combined financial information, Net Sales | 134,773,000 | 157,635,000 | 279,635,000 | 302,242,000 | ||
Supplemental pro forma combined financial information, Net Earnings | $ 14,916,000 | $ 14,726,000 | $ 30,088,000 | $ 26,483,000 | ||
Basic earnings per share (in dollars per share) | $ 0.48 | $ 0.49 | $ 0.97 | $ 0.88 | ||
Diluted earnings per share (in dollars per share) | $ 0.47 | $ 0.47 | $ 0.95 | $ 0.85 | ||
Performance Chemicals and Ingredients Company [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Percentage owned of the "Acquisition" (in hundredth) | 100.00% | |||||
Purchase price | $ 569,000,000 | |||||
Tax deductible for income tax purposes | 20,466,000 | |||||
Estimated fair values of the assets acquired and liabilities assumed [Abstract] | ||||||
Cash and cash equivalents | 2,635,000 | |||||
Accounts receivable | 25,674,000 | |||||
Inventories | 32,000,000 | |||||
Property, plant and equipment | 75,850,000 | |||||
Customer relationships | 130,300,000 | |||||
Trade names | 31,100,000 | |||||
Developed technology | 3,200,000 | |||||
Other assets | 3,955,000 | |||||
Indemnification asset | 1,650,000 | |||||
Trade accounts payable | (10,427,000) | |||||
Accrued expenses | (6,326,000) | |||||
Bank debt | (75,550,000) | |||||
Deferred income taxes | (75,760,000) | |||||
Goodwill | 355,391,000 | |||||
Amount paid to shareholders | 493,692,000 | |||||
SensoryEffects bank debt paid on purchase date | 75,550,000 | |||||
Total amount paid on acquisition date | $ 569,242,000 | |||||
Unaudited pro forma information [Abstract] | ||||||
Acquisition-related costs | $ 14,944,000 | $ 16,212,000 | ||||
Non-recurring expenses related to the fair value adjustments to acquisition-date inventory | $ 4,735,000 | $ 4,735,000 | ||||
Performance Chemicals and Ingredients Company [Member] | Minimum [Member] | ||||||
Estimated fair values of the assets acquired and liabilities assumed [Abstract] | ||||||
Increase in indemnification asset balance | $ 54,000 | |||||
Performance Chemicals and Ingredients Company [Member] | Maximum [Member] | ||||||
Estimated fair values of the assets acquired and liabilities assumed [Abstract] | ||||||
Increase in indemnification asset balance | $ 1,976,000 | |||||
Performance Chemicals and Ingredients Company [Member] | Customer Relationships [Member] | ||||||
Estimated fair values of the assets acquired and liabilities assumed [Abstract] | ||||||
Useful life of intangible assets acquired | 10 years | |||||
Performance Chemicals and Ingredients Company [Member] | Trade Names [Member] | ||||||
Estimated fair values of the assets acquired and liabilities assumed [Abstract] | ||||||
Useful life of intangible assets acquired | 10 years | |||||
Performance Chemicals and Ingredients Company [Member] | Developed Technology [Member] | ||||||
Estimated fair values of the assets acquired and liabilities assumed [Abstract] | ||||||
Useful life of intangible assets acquired | 5 years |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for future awards (in shares) | 3,772,007 | 3,772,007 | ||
Weighted average grant date fair value [Abstract] | ||||
Unrecognized compensation cost related to non-vested shares | $ 12,146 | $ 7,158 | $ 12,146 | $ 7,158 |
Weighted-average period of recognition for unrecognized compensation cost | 2 years | |||
Estimated share-based compensation expense for current fiscal year | $ 5,700 | $ 5,700 | ||
Stock splits and repurchase of common stock | ||||
Number of shares authorized to be repurchased (in shares) | 3,763,038 | 3,763,038 | ||
Number of shares acquired under the stock repurchase plan (in shares) | 2,105,601 | |||
Number of shares acquired under stock repurchase plan and subsequently reissued (in shares) | 370 | |||
Treasury stock acquired, average cost (in dollars per share) | $ 56.85 | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Impact of compensation cost on net earnings | $ (982) | $ (847) | $ (1,743) | $ (1,499) |
Stock Options [Member] | ||||
Weighted Average Assumptions [Abstract] | ||||
Dividend yield (in hundredths) | 0.60% | 0.50% | ||
Expected volatility (in hundredths) | 33.00% | 34.00% | ||
Risk-free interest rate (in hundredths) | 1.70% | 1.80% | ||
Expected term | 5 years 6 months | 5 years 7 months 6 days | ||
Vesting period | 3 years | |||
Stock Option Activity [Abstract] | ||||
Outstanding at beginning of period (in shares) | 1,470,000 | 1,893,000 | ||
Granted (in shares) | 207,000 | 268,000 | ||
Exercised (in shares) | (519,000) | (249,000) | ||
Forfeited (in shares) | (12,000) | (126,000) | ||
Outstanding at end of period (in shares) | 1,146,000 | 1,786,000 | 1,146,000 | 1,786,000 |
Exercisable at end of period (in shares) | 718,000 | 1,425,000 | 718,000 | 1,425,000 |
Weighted Average Exercise Price [Abstract] | ||||
Outstanding at beginning of period (in dollars per share) | $ 27.35 | $ 20.94 | ||
Granted (in dollars per share) | 58.34 | 53.80 | ||
Exercised (in dollars per share) | 19.12 | 11.56 | ||
Forfeited (in dollars per share) | 50.46 | 56.03 | ||
Outstanding at end of period (in dollars per share) | $ 36.45 | $ 24.71 | 36.45 | 24.71 |
Exercisable, end of period (in dollars per share) | $ 26.77 | $ 20.40 | $ 26.77 | $ 20.40 |
Aggregate Intrinsic Value, Outstanding, beginning of period | $ 57,742 | $ 71,465 | ||
Aggregate Intrinsic Value, Outstanding, end of period | $ 22,660 | $ 51,517 | 22,660 | 51,517 |
Aggregate Intrinsic Value, Exercisable, end of period | $ 20,785 | $ 47,250 | $ 20,785 | $ 47,250 |
Weighted Average Remaining Contractual Term, Outstanding | 6 years 7 months 6 days | 5 years 3 months 18 days | ||
Weighted Average Remaining Contractual Term, Exercisable | 5 years 2 months 12 days | 4 years 4 months 24 days | ||
Weighted-average fair value of options granted (in dollars per share) | $ 17.07 | $ 19.68 | $ 18.35 | $ 17.53 |
Total intrinsic value of stock options exercised | $ 12,244 | $ 5,526 | $ 20,284 | $ 10,944 |
Restricted Stock [Member] | ||||
Non-vested restricted stock [Roll Forward] | ||||
Non-vested balance as of beginning of period (in shares) | 134,000 | 172,000 | ||
Granted (in shares) | 76,000 | 25,000 | ||
Vested (in shares) | (11,000) | (24,000) | ||
Forfeited (in shares) | 0 | (6,000) | ||
Non-vested balance as of end of period (in shares) | 199,000 | 167,000 | 199,000 | 167,000 |
Weighted average grant date fair value [Abstract] | ||||
Non-vested balance as of beginning of period (in dollars per share) | $ 38.13 | $ 33.69 | ||
Granted (in dollars per share) | 55.77 | 51.03 | ||
Vested (in dollars per share) | 16.69 | 37.61 | ||
Forfeited (in dollars per share) | 0 | 45.32 | ||
Non-vested balance as of end of period (in dollars per share) | $ 46.11 | $ 35.27 | $ 46.11 | $ 35.27 |
Restricted Stock [Member] | Employee [Member] | ||||
Weighted Average Assumptions [Abstract] | ||||
Vesting period | 4 years | |||
Restricted Stock [Member] | Non-employee Director [Member] | ||||
Weighted Average Assumptions [Abstract] | ||||
Vesting period | 4 years | |||
Performance Shares [Member] | ||||
Non-vested restricted stock [Roll Forward] | ||||
Non-vested balance as of beginning of period (in shares) | 0 | 0 | ||
Granted (in shares) | 29,000 | 0 | ||
Vested (in shares) | 0 | 0 | ||
Forfeited (in shares) | 9,000 | 0 | ||
Non-vested balance as of end of period (in shares) | 20,000 | 0 | 20,000 | 0 |
Weighted average grant date fair value [Abstract] | ||||
Non-vested balance as of beginning of period (in dollars per share) | $ 0 | $ 0 | ||
Granted (in dollars per share) | 58.77 | 0 | ||
Vested (in dollars per share) | 0 | 0 | ||
Forfeited (in dollars per share) | 58.77 | 0 | ||
Non-vested balance as of end of period (in dollars per share) | $ 58.77 | $ 0 | $ 58.77 | $ 0 |
Performance Shares [Member] | Employee [Member] | ||||
Weighted Average Assumptions [Abstract] | ||||
Dividend yield (in hundredths) | 0.50% | |||
Expected volatility (in hundredths) | 34.00% | |||
Risk-free interest rate (in hundredths) | 1.00% | |||
Vesting period | 3 years | |||
Weighted average grant date fair value [Abstract] | ||||
Initial TSR (in hundredths) | (6.90%) | |||
Cliff vest (in hundredths) | 100.00% | |||
ISO Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiration period of options granted | 10 years | |||
Non-Qualified Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiration period of options granted | 10 years | |||
Cost of Sales [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Impact of compensation cost on earnings component | $ 214 | $ 163 | $ 426 | $ 311 |
Operating Expenses [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Impact of compensation cost on earnings component | $ 1,298 | $ 1,196 | $ 2,260 | $ 2,036 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
INVENTORIES [Abstract] | ||
Raw materials | $ 17,510 | $ 19,822 |
Work in progress | 2,289 | 1,989 |
Finished goods | 28,083 | 27,812 |
Total inventories | $ 47,882 | $ 49,623 |
PROPERTY, PLANT AND EQUIPMENT39
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 205,953 | $ 195,299 |
Less: accumulated depreciation | 66,204 | 63,711 |
Property, plant and equipment, net | 139,749 | 131,588 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,022 | 3,130 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 30,819 | 31,030 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 148,987 | 150,170 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 23,125 | $ 10,969 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Goodwill [Line Items] | ||
Goodwill | $ 383,906 | $ 383,906 |
Identifiable intangible assets [Abstract] | ||
Gross Carrying Amount | 207,367 | 206,779 |
Accumulated Amortization | 59,615 | 46,385 |
Amortization of identifiable finite-lived intangible assets [Abstract] | ||
Amortization of identifiable intangible assets | 13,200 | |
Finite-lived intangible assets, future amortization expense [Abstract] | ||
Remainder of 2015 | 13,270 | |
2,016 | 24,350 | |
2,017 | 20,400 | |
2,018 | 18,140 | |
2,019 | 16,320 | |
2,020 | 14,590 | |
Indefinite-lived intangible assets | 0 | |
Sensory Effects [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 363,784 | 363,784 |
Animal Nutrition and Health [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 11,734 | 11,734 |
Specialty Products [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 7,160 | 7,160 |
Industrial Products [Member] | ||
Goodwill [Line Items] | ||
Goodwill | $ 1,228 | $ 1,228 |
Customer Relationships & Lists [Member] | ||
Identifiable intangible assets [Abstract] | ||
Amortization period | 10 years | 10 years |
Gross Carrying Amount | $ 167,442 | $ 167,442 |
Accumulated Amortization | $ 52,408 | $ 41,238 |
Trademarks & Trade Names [Member] | ||
Identifiable intangible assets [Abstract] | ||
Amortization period | 17 years | 17 years |
Gross Carrying Amount | $ 32,014 | $ 32,014 |
Accumulated Amortization | $ 4,123 | $ 2,540 |
Developed Technology [Member] | ||
Identifiable intangible assets [Abstract] | ||
Amortization period | 5 years | 5 years |
Gross Carrying Amount | $ 3,200 | $ 3,200 |
Accumulated Amortization | 737 | 420 |
Regulatory Registration Costs [Member] | ||
Identifiable intangible assets [Abstract] | ||
Gross Carrying Amount | 2,232 | 1,704 |
Accumulated Amortization | $ 757 | $ 667 |
Regulatory Registration Costs [Member] | Minimum [Member] | ||
Identifiable intangible assets [Abstract] | ||
Amortization period | 5 years | 5 years |
Regulatory Registration Costs [Member] | Maximum [Member] | ||
Identifiable intangible assets [Abstract] | ||
Amortization period | 10 years | 10 years |
Patents & Trade Secrets [Member] | ||
Identifiable intangible assets [Abstract] | ||
Gross Carrying Amount | $ 1,719 | $ 1,665 |
Accumulated Amortization | $ 978 | $ 933 |
Patents & Trade Secrets [Member] | Minimum [Member] | ||
Identifiable intangible assets [Abstract] | ||
Amortization period | 15 years | 15 years |
Patents & Trade Secrets [Member] | Maximum [Member] | ||
Identifiable intangible assets [Abstract] | ||
Amortization period | 17 years | 17 years |
Other [Member] | ||
Identifiable intangible assets [Abstract] | ||
Gross Carrying Amount | $ 760 | $ 754 |
Accumulated Amortization | $ 612 | $ 587 |
Other [Member] | Minimum [Member] | ||
Identifiable intangible assets [Abstract] | ||
Amortization period | 5 years | 5 years |
Other [Member] | Maximum [Member] | ||
Identifiable intangible assets [Abstract] | ||
Amortization period | 10 years | 10 years |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) $ in Thousands | May. 07, 2014 | Jun. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Debt Instrument [Line Items] | ||||||
Debt outstanding | $ 315,000 | |||||
Term loan quarterly payment | $ 8,750 | |||||
Maturity date | May 7, 2019 | |||||
Term loan interest rate (in hundredth) | 1.69% | |||||
Undrawn revolving loan | $ 100,000 | |||||
Maturities of Long-term Debt [Abstract] | ||||||
2,015 | 17,500 | $ 17,500 | ||||
2,016 | 35,000 | 35,000 | ||||
2,017 | 35,000 | 35,000 | ||||
2,018 | 35,000 | 35,000 | ||||
2,019 | 192,500 | 192,500 | ||||
Capitalized costs net of accumulated amortization | 1,830 | 1,830 | ||||
Amortization expense pertaining to Capitalized costs | 153 | $ 103 | 310 | $ 103 | ||
Senior Secured Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Amount of loan | $ 350,000 | |||||
Revolving Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Amount of loan | 100,000 | |||||
Revolving loan used for funding of acquisition and general corporate purposes | $ 50,000 | |||||
Current Portion of Long-term Debt [Member] | ||||||
Maturities of Long-term Debt [Abstract] | ||||||
2,015 | 17,500 | 17,500 | ||||
2,016 | 17,500 | 17,500 | ||||
2,017 | 0 | 0 | ||||
2,018 | 0 | 0 | ||||
2,019 | 0 | 0 | ||||
Long-term Debt [Member] | ||||||
Maturities of Long-term Debt [Abstract] | ||||||
2,015 | 0 | 0 | ||||
2,016 | 17,500 | 17,500 | ||||
2,017 | 35,000 | 35,000 | ||||
2,018 | 35,000 | 35,000 | ||||
2,019 | $ 192,500 | $ 192,500 |
NET EARNINGS PER SHARE (Details
NET EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net Earnings (Numerator) [Abstract] | ||||
Basic EPS - Net earnings | $ 14,916 | $ 9,732 | $ 30,088 | $ 18,626 |
Diluted EPS - Net earnings | $ 14,916 | $ 9,732 | $ 30,088 | $ 18,626 |
Number of Shares (Denominator) [Abstract] | ||||
Basic EPS - Weighted average common shares outstanding (in shares) | 31,111,155 | 30,280,366 | 30,976,681 | 30,213,536 |
Effect of dilutive securities - stock options and restricted stock (in shares) | 521,119 | 869,413 | 547,925 | 898,153 |
Diluted EPS - Weighted average common shares outstanding and effect of stock options and restricted stock (in shares) | 31,632,274 | 31,149,779 | 31,524,606 | 31,111,689 |
Per Share Amount [Abstract] | ||||
Basic EPS - Net earnings (in dollars per share) | $ 0.48 | $ 0.32 | $ 0.97 | $ 0.62 |
Diluted EPS - Net earnings (in dollars per share) | $ 0.47 | $ 0.31 | $ 0.95 | $ 0.60 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive stock options outstanding, excluded from diluted earnings per share calculation (in shares) | 259,872 | 154,476 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
INCOME TAXES [Abstract] | ||
Estimated fair value | $ 1,976 | |
Indemnification asset | 1,976 | |
Unrecognized tax benefits | 5,470 | $ 5,200 |
Accrued interest and penalties | $ 1,890 | $ 1,643 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)Facility | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
SEGMENT INFORMATION [Abstract] | |||||
Percentage decrease of chlorides released in environment | 75.00% | ||||
Number of filing facilities | Facility | 2 | ||||
Segment information [Abstract] | |||||
Assets | $ 868,980 | $ 868,980 | $ 861,531 | ||
Depreciation and amortization | 9,712 | $ 7,131 | 19,581 | $ 9,762 | |
Capital expenditures | 15,299 | 3,504 | |||
Net sales | 134,773 | 132,230 | 279,635 | 218,225 | |
Earnings before income taxes | 22,167 | 15,291 | 45,252 | 28,663 | |
Transaction and integration costs | 0 | (1,503) | 0 | (2,848) | |
Interest and other income (expense) | (1,607) | (1,218) | (3,560) | (1,201) | |
SensoryEffects [Member] | Reportable Segments [Member] | |||||
Segment information [Abstract] | |||||
Assets | 642,691 | 642,691 | 656,130 | ||
Depreciation and amortization | 7,533 | 4,798 | 15,172 | 5,097 | |
Capital expenditures | 5,702 | 886 | |||
Net sales | 67,230 | 49,199 | 134,987 | 61,349 | |
Earnings before income taxes | 9,087 | 2,874 | 16,793 | 5,475 | |
Animal Nutrition & Health [Member] | Reportable Segments [Member] | |||||
Segment information [Abstract] | |||||
Assets | 99,743 | 99,743 | 90,650 | ||
Depreciation and amortization | 1,582 | 1,852 | 3,128 | 3,373 | |
Capital expenditures | 8,290 | 1,803 | |||
Net sales | 41,642 | 43,221 | 84,348 | 84,074 | |
Earnings before income taxes | 7,468 | 5,510 | 15,978 | 9,669 | |
Specialty Products [Member] | Reportable Segments [Member] | |||||
Segment information [Abstract] | |||||
Assets | 25,853 | 25,853 | 24,913 | ||
Depreciation and amortization | 300 | 353 | 641 | 713 | |
Capital expenditures | 489 | 441 | |||
Net sales | 13,805 | 13,642 | 27,384 | 26,434 | |
Earnings before income taxes | 6,093 | 5,463 | 11,794 | 10,269 | |
Industrial Products [Member] | Reportable Segments [Member] | |||||
Segment information [Abstract] | |||||
Assets | 20,217 | 20,217 | 32,330 | ||
Depreciation and amortization | 297 | 128 | 640 | 579 | |
Capital expenditures | 818 | 374 | |||
Net sales | 12,096 | 26,168 | 32,916 | 46,368 | |
Earnings before income taxes | 1,126 | $ 4,165 | 4,247 | $ 7,299 | |
Other Unallocated [Member] | Reportable Segments [Member] | |||||
Segment information [Abstract] | |||||
Assets | $ 80,476 | $ 80,476 | $ 57,508 |
SEGMENT INFORMATION, Revenues F
SEGMENT INFORMATION, Revenues From External Customers and Long-Lived Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 134,773 | $ 132,230 | $ 279,635 | $ 218,225 |
Domestic [Member] | Reportable Geographical Components [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 103,003 | 98,191 | 224,779 | 154,335 |
Foreign [Member] | Reportable Geographical Components [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 31,770 | $ 34,039 | $ 54,856 | $ 63,890 |
SUPPLEMENTAL CASH FLOW INFORM46
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash paid during the period [Abstract] | ||
Income taxes | $ 12,002 | $ 5,933 |
Interest | $ 3,163 | $ 1,177 |
ACCUMULATED OTHER COMPREHENSI47
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Changes in accumulated other comprehensive loss [Abstract] | ||||
Net foreign currency translation adjustment | $ 550 | $ (176) | $ (2,130) | $ (194) |
Net change in postretirement benefit plan (see Note 13 for further information) | ||||
Amortization of prior service credit | (5) | (5) | (9) | (9) |
Amortization of loss | 0 | 2 | 0 | 3 |
Total before tax | (5) | (3) | (9) | (6) |
Tax | 2 | 1 | 3 | 2 |
Net of tax | (3) | (2) | (6) | (4) |
Other comprehensive income (loss) | 547 | (178) | (2,136) | (198) |
Accumulated Other Comprehensive Loss [Line Items] | ||||
Accumulated other comprehensive loss, at beginning of period | (2,651) | |||
Other comprehensive loss | 547 | $ (178) | (2,136) | $ (198) |
Accumulated other comprehensive loss, at end of period | (4,787) | (4,787) | ||
Foreign Currency Translation Adjustment [Member] | ||||
Net change in postretirement benefit plan (see Note 13 for further information) | ||||
Other comprehensive income (loss) | (2,130) | |||
Accumulated Other Comprehensive Loss [Line Items] | ||||
Accumulated other comprehensive loss, at beginning of period | (2,702) | |||
Other comprehensive loss | (2,130) | |||
Accumulated other comprehensive loss, at end of period | (4,832) | (4,832) | ||
Postretirement Benefit Plan [Member] | ||||
Net change in postretirement benefit plan (see Note 13 for further information) | ||||
Other comprehensive income (loss) | (6) | |||
Accumulated Other Comprehensive Loss [Line Items] | ||||
Accumulated other comprehensive loss, at beginning of period | 51 | |||
Other comprehensive loss | (6) | |||
Accumulated other comprehensive loss, at end of period | $ 45 | $ 45 |
EMPLOYEE BENEFIT PLAN (Details)
EMPLOYEE BENEFIT PLAN (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Amount recognized in consolidated balance sheet for benefit obligations (included in other long-term obligations) | $ 1,156 | $ 1,111 | |
Components of net periodic benefit cost [Abstract] | |||
Service cost | 27 | $ 28 | |
Interest cost | 18 | 24 | |
Amortization of prior service credit | (9) | (9) | |
Amortization of loss | 0 | 3 | |
Net periodic benefit cost | 36 | $ 46 | |
Maximum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Historical cash payments for retirement medical plan claims per year | $ 100 |
COMMITMENTS AND CONTINGENCIES49
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2015USD ($)ft²AreaSeller | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($)ft² | Dec. 31, 2012USD ($)ft² | Dec. 31, 2011USD ($) | Dec. 31, 2010USD ($) | Dec. 31, 2009USD ($) | Dec. 31, 2008USD ($) | Dec. 31, 2007USD ($) | Dec. 31, 2006USD ($) | Dec. 31, 2005USD ($) | Dec. 31, 2004USD ($) | |
Operating Leased Assets [Line Items] | |||||||||||||
Operating lease term | 6 years | ||||||||||||
Office space subject to operating lease | ft² | 20,000 | ||||||||||||
Rent expense charged to operations | $ 1,271 | $ 622 | |||||||||||
Future minimum rental payments required under all non-cancelable operating leases [Abstract] | |||||||||||||
July 1, 2015 to December 31, 2015 | 1,196 | ||||||||||||
2,016 | 1,894 | ||||||||||||
2,017 | 1,650 | ||||||||||||
2,018 | 1,387 | ||||||||||||
2,019 | 1,003 | ||||||||||||
2,020 | 700 | ||||||||||||
Thereafter | 2,909 | ||||||||||||
Total minimum lease payments | 10,739 | ||||||||||||
Slate Hill, New York site [Abstract] | |||||||||||||
Annual monitoring costs, maximum | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | |
Verona, Missouri facility [Abstract] | |||||||||||||
Number of areas of the site in which capping of areas of residual contamination was performed | Area | 4 | ||||||||||||
Monitoring period for groundwater and surface water prior to submission of risk assessment report | 2 years | ||||||||||||
Number of sellers who have the benefit of certain contractual indemnification by the prior owner | Seller | 1 | ||||||||||||
SensoryEffects [Member] | |||||||||||||
Operating Leased Assets [Line Items] | |||||||||||||
Operating lease term | 6 years 9 months | 3 years | |||||||||||
Office space subject to operating lease | ft² | 9,100 | ||||||||||||
Warehouse space subject to operating lease | ft² | 40,000 |
FAIR VALUE OF FINANCIAL INSTR50
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Money Market Funds [Member] | Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | $ 772 | $ 772 |