Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 28, 2016 | |
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 | 31,720,947 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 32,533 | $ 84,795 |
Accounts receivable, net of allowance for doubtful accounts of $390 and $235 at September 30, 2016 and December 31, 2015, respectively | 68,841 | 60,485 |
Inventories | 56,675 | 46,085 |
Prepaid expenses | 2,814 | 3,208 |
Prepaid income taxes | 8,066 | 0 |
Deferred income taxes | 814 | 810 |
Other current assets | 3,042 | 2,909 |
Total current assets | 172,785 | 198,292 |
Property, plant and equipment, net | 166,680 | 158,515 |
Goodwill | 444,083 | 383,906 |
Intangible assets with finite lives, net | 154,842 | 134,911 |
Other assets | 8,442 | 4,062 |
Total assets | 946,832 | 879,686 |
Current liabilities: | ||
Trade accounts payable | 16,165 | 14,708 |
Accrued expenses | 17,324 | 12,829 |
Accrued compensation and other benefits | 5,305 | 5,128 |
Dividends payable | 0 | 10,727 |
Income taxes payable | 0 | 2,728 |
Current portion of long-term debt | 35,000 | 35,000 |
Total current liabilities | 73,794 | 81,120 |
Long-term debt | 235,112 | 260,963 |
Revolving loan - long-term | 28,000 | 0 |
Deferred income taxes | 86,157 | 67,215 |
Other long-term obligations | 7,347 | 6,683 |
Total liabilities | 430,410 | 415,981 |
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 120,000,000 shares; 31,720,147 shares issued and outstanding at September 30, 2016 and 31,528,449 shares issued and 31,527,360 shares outstanding at December 31, 2015 | 2,115 | 2,102 |
Additional paid-in capital | 134,745 | 122,594 |
Retained earnings | 384,247 | 344,197 |
Accumulated other comprehensive loss | (4,685) | (5,114) |
Treasury stock, at cost: 0 and 1,089 shares at September 30, 2016 and December 31, 2015, respectively | 0 | (74) |
Total stockholders' equity | 516,422 | 463,705 |
Total liabilities and stockholders' equity | $ 946,832 | $ 879,686 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Allowance for doubtful accounts | $ 390 | $ 235 |
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) | 120,000,000 | 120,000,000 |
Common stock, shares issued (in shares) | 31,720,147 | 31,528,449 |
Common stock, shares outstanding (in shares) | 31,720,147 | 31,527,360 |
Treasury stock (in shares) | 0 | 1,089 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Earnings (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Condensed Consolidated Statements of Earnings (unaudited) [Abstract] | ||||
Net sales | $ 138,509 | $ 140,128 | $ 412,444 | $ 419,763 |
Cost of sales | 93,853 | 96,954 | 278,515 | 291,592 |
Gross margin | 44,656 | 43,174 | 133,929 | 128,171 |
Operating expenses: | ||||
Selling expenses | 13,601 | 11,807 | 41,182 | 34,960 |
Research and development expenses | 1,681 | 1,510 | 5,543 | 4,450 |
General and administrative expenses | 6,428 | 6,935 | 20,957 | 17,027 |
Total operating expenses | 21,710 | 20,252 | 67,682 | 56,437 |
Earnings from operations | 22,946 | 22,922 | 66,247 | 71,734 |
Other expenses (income): | ||||
Interest income | (2) | (3) | (7) | (7) |
Interest expense | 1,790 | 1,617 | 5,538 | 5,092 |
Other, net | 387 | 119 | 581 | 209 |
Earnings before income tax expense | 20,771 | 21,189 | 60,135 | 66,440 |
Income tax expense | 6,759 | 7,213 | 20,087 | 22,377 |
Net earnings | $ 14,012 | $ 13,976 | $ 40,048 | $ 44,063 |
Net earnings per common share - basic (in dollars per share) | $ 0.44 | $ 0.45 | $ 1.27 | $ 1.42 |
Net earnings per common share - diluted (in dollars per share) | $ 0.44 | $ 0.44 | $ 1.26 | $ 1.40 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Condensed Consolidated Statements of Comprehensive Income (unaudited) [Abstract] | ||||
Net earnings | $ 14,012 | $ 13,976 | $ 40,048 | $ 44,063 |
Other comprehensive income (loss), net of tax: | ||||
Net foreign currency translation adjustment | 302 | 375 | 850 | (1,754) |
Net change in postretirement benefit plan, net of taxes of $(4) and $1 for the three months ended September 30, 2016 and 2015, and $(9) and $5 for the nine months ended September 30, 2016 and 2015. | 9 | (3) | (421) | (9) |
Other comprehensive income (loss) | 311 | 372 | 429 | (1,763) |
Comprehensive income | $ 14,323 | $ 14,348 | $ 40,477 | $ 42,300 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Other comprehensive income (loss), net of tax: | ||||
Net change in postretirement benefit plan, taxes | $ (4) | $ 1 | $ (9) | $ 5 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net earnings | $ 40,048 | $ 44,063 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 34,383 | 29,816 |
Stock compensation expense | 5,646 | 5,656 |
Deferred income taxes | 656 | 27 |
Provision for doubtful accounts | 160 | (62) |
Foreign currency transaction loss | 43 | 126 |
Loss on disposal of assets | 319 | 186 |
Changes in assets and liabilities | ||
Accounts receivable | (522) | 7,277 |
Inventories | 5,502 | (1,392) |
Prepaid expenses and other current assets | 1,996 | 2,068 |
Accounts payable and accrued expenses | 2,404 | (6,563) |
Income taxes | (10,118) | (2,598) |
Other | (700) | 246 |
Net cash provided by operating activities | 79,817 | 78,850 |
Cash flows from investing activities: | ||
Cash paid for acquisition, net of cash acquired | (110,601) | 0 |
Capital expenditures | (18,801) | (28,117) |
Proceeds from insurance | 1,000 | 0 |
Intangible assets acquired | (765) | (693) |
Net cash used in investing activities | (129,167) | (28,810) |
Cash flows from financing activities: | ||
Proceeds from revolving loan | 65,000 | 0 |
Principal payments on revolving loan | (37,000) | 0 |
Principal payments on long-term debt | (26,250) | (26,250) |
Principal payment on acquired debt | (884) | 0 |
Proceeds from stock options exercised | 5,985 | 11,901 |
Excess tax benefits from stock compensation | 1,935 | 6,688 |
Dividends paid | (10,727) | (9,251) |
Purchase of treasury stock | (1,478) | (1,131) |
Net cash used in financing activities | (3,419) | (18,043) |
Effect of exchange rate changes on cash | 507 | (728) |
(Decrease) Increase in cash and cash equivalents | (52,262) | 31,269 |
Cash and cash equivalents beginning of period | 84,795 | 50,287 |
Cash and cash equivalents end of period | $ 32,533 | $ 81,556 |
CONDENSED CONSOLIDATED FINANCIA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 9 Months Ended |
Sep. 30, 2016 | |
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, 2015 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, 2015. References in this report to the “Company” mean either Balchem Corporation or Balchem Corporation and its subsidiaries, including SensoryEffects, Inc., SensoryEffects Cereal Systems, Inc., Albion International, Inc., BCP Ingredients, Inc., Aberco, Inc., Balchem BV, Balchem Italia Srl, and Balchem LTD, 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”) Beginning in fiscal year 2016, the Company has renamed its SensoryEffects segment as Human Nutrition & Health, as this segment now includes encapsulates, human choline, mineral amino acid chelates, specialized mineral salts, mineral complexes, and customized food and beverage solutions (the aforementioned three mineral product lines are contributions from the Albion International, Inc. acquisition; see Note 2). The Company believes that this segment name change provides more clarity as to the segment’s core businesses and strategies. New Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases” (“ASU 2016-02”), which addresses the recognition of assets and liabilities that arise from all leases. The guidance requires lessees to recognize right-to-use assets and lease liabilities for most leases in the Consolidated Balance Sheets. The guidance is effective January 1, 2019 and early adoption is permitted. The Company is currently evaluating the impact of the new guidance. |
ACQUISITION OF ALBION INTERNATI
ACQUISITION OF ALBION INTERNATIONAL, INC | 9 Months Ended |
Sep. 30, 2016 | |
ACQUISITION OF ALBION INTERNATIONAL, INC [Abstract] | |
ACQUISITION OF ALBION INTERNATIONAL, INC | NOTE 2—ACQUISITION OF ALBION INTERNATIONAL, INC. On February 1, 2016, the Company acquired 100 percent of the outstanding common shares of Albion International, Inc. (“Albion” or the “Acquisition”), a privately held manufacturer of mineral amino acid chelates, specialized mineral salts and mineral complexes, headquartered in Clearfield, Utah. The Company made payments of approximately $116.4 million on the acquisition date, amounting to approximately $110.6 million to the former shareholders, adjustments for working capital acquired of $4.9 million, and approximately $0.9 million to Albion’s lenders to pay off all Albion bank debt. Albion has been a world leader and innovator in the manufacture of superior organic mineral compounds for sixty years and leverages scientific expertise in the areas of human and micronutrient agricultural nutrition. Albion’s products are renowned in the supplement industry for technologically advanced, unparalleled bioavailability. The acquisition of Albion continues to expand the Company’s science based human health and wellness solutions and will immediately increase our product offerings in the nutritional ingredient market. Additionally, the Company will also benefit from a broader geographic footprint and a stronger position as a technological leader in spray-drying and ingredient delivery solutions. Albion’s human nutrition business has become a part of the Human Nutrition & Health reportable segment and the micronutrient agricultural business has become a part of the Specialty Products reportable segment. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed. Cash and cash equivalents $ 4,949 Accounts receivable 7,671 Inventories 15,989 Property, plant and equipment 7,217 Customer relationships 18,443 Developed technology 9,060 Trade name 7,224 Licensing agreements 6,658 Other assets 1,200 Trade accounts payable (1,104 ) Accrued expenses (2,788 ) Bank debt (884 ) Deferred income taxes (18,262 ) Goodwill 60,177 Amount paid to shareholders 115,550 Albion bank debt paid on purchase date 884 Total amount paid on acquisition date $ 116,434 The preliminary goodwill of $60,177 arising from the Acquisition consists largely of expected synergies, including the combined entities’ experience and technical problem solving capabilities, and acquired workforce. Goodwill of $43,180 and $16,997 is assigned to the Human Nutrition & Health and Specialty Products segments, respectively, and approximately $1,600 is tax deductible for income tax purposes. The estimated valuation of the fair value of tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions that are subject to change. In preparing our preliminary fair value estimates of the intangible assets and certain tangible assets acquired, management, among other things, consulted an independent advisor. The purchase price and related allocation to assets acquired and liabilities assumed is preliminary pending finalizing actual working capital acquired as of the Acquisition date. Additionally, certain intangible assets are not tax deductible and the related deferred tax liabilities are preliminary pending management’s final review. Customer relationships are amortized over a 10-year period utilizing an accelerated method based on the estimated average customer attrition rate. Trade name, licensing agreements, and developed technology are amortized over 17 years, 8 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. Indemnified tax liabilities will create an indemnification asset (receivable). At this time, an indemnification asset (receivable) balance has not been established. Transaction and integration related costs included in selling, and general and administrative expenses for the nine months ended September 30, 2016 are $1,484. The following unaudited pro forma information has been prepared as if the Acquisition had occurred on January 1, 2015. Three Months Ended September 30, Nine Months Ended September 30, Net Sales Net Earnings Net Sales Net Earnings 2016 Albion actual results included in the Company’s consolidated income statement from February 1, 2016 through September 30, 2016 $ 11,816 $ 639 $ 37,915 $ 801 2016 Supplemental pro forma combined financial information $ 138,509 $ 14,276 $ 417,024 $ 44,911 Basic earnings per share $ 0.45 $ 1.43 Diluted earnings per share $ 0.45 $ 1.41 2015 Albion actual results included in the Company’s consolidated income statement $ - $ - $ - $ - 2015 Supplemental pro forma combined financial information $ 152,969 $ 13,129 $ 462,942 $ 44,089 Basic earnings per share $ 0.42 $ 1.41 Diluted earnings per share $ 0.41 $ 1.38 2016 supplemental pro forma earnings for the nine months ended September 30, 2016 exclude $26,203 of acquisition-related costs incurred and $5,363 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 Albion 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 | 9 Months Ended |
Sep. 30, 2016 | |
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 nine months ended September 30, 2016 and 2015 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 September 30, 2016 2015 Cost of sales $ 260 $ 214 Operating expenses 1,436 2,756 Net earnings (1,114 ) (1,904 ) Increase/(Decrease) for the Nine Months Ended September 30, 2016 2015 Cost of sales $ 780 $ 640 Operating expenses 4,867 5,016 Net earnings (3,587 ) (3,647 ) As currently 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 September 30, 2016, the plans had 3,419,191 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 nine months ended September 30, 2016 and 2015 is summarized below For the nine months ended September 30, 2016 Shares (000s) Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Term Outstanding as of December 31, 2015 1,017 $ 37.29 $ 23,927 Granted 338 60.78 Exercised (198 ) 31.03 Forfeited - - Outstanding as of September 30, 2016 1,157 $ 45.22 $ 37,435 6.6 Exercisable as of September 30, 2016 644 $ 34.29 $ 27,857 4.9 For the nine months ended September 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 209 58.34 Exercised (603 ) 19.73 Forfeited (12 ) 50.46 Outstanding as of September 30, 2015 1,064 $ 37.52 $ 24,747 6.1 Exercisable as of September 30, 2015 690 $ 29.23 $ 21,773 4.6 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 0.5% and 0.6%; expected volatilities of 34% and 33%; risk-free interest rates of 1.2% and 1.7%; and expected lives of 5.0 and 5.5 years, in each case for the nine months ended September 30, 2016 and 2015, 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 nine months ended September 30, 2016 and 2015 was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Weighted-average fair value of options granted $ - $ 18.13 $ 18.45 $ 18.35 Total intrinsic value of stock options exercised ($000s) $ 4,423 $ 2,944 $ 6,680 $ 23,229 Non-vested restricted stock activity for the nine months ended September 30, 2016 and 2015 is summarized below: Nine months ended September 30, 2016 Shares (000s) Weighted Average Grant Date Fair Value Non-vested balance as of December 31, 2015 150 $ 47.46 Granted 18 60.85 Vested (52 ) 42.36 Forfeited - - Non-vested balance as of September 30, 2016 116 $ 51.83 Nine months ended September 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 (48 ) 36.34 Forfeited - - Non-vested balance as of September 30, 2015 162 $ 47.01 Non-vested performance share activity for the nine months ended September 30, 2016 and 2015 is summarized below: Nine months ended September 30, 2016 Shares (000s) Weighted Average Grant Date Fair Value Non-vested balance as of December 31, 2015 20 $ 58.77 Granted 21 63.15 Vested - - Forfeited (4 ) 60.87 Non-vested balance as of September 30, 2016 37 $ 61.04 Nine months ended September 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 September 30, 2015 20 $ 58.77 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. 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 rates of 0.88% and 1.00%; dividend yields of 0.6% and 0.5%; volatilities of 32% and 34%; and initial TSR’s of -6.6% and -6.9%, in each case for the nine months ended September 30, 2016 and 2015, respectively. 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 September 30, 2016 and 2015, there was $10,423 and $9,239, respectively, of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the plans. As of September 30, 2016, the unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.5 years. The Company estimates that share-based compensation expense for the year ended December 31, 2016 will be approximately $7,300. 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 2,149,574 shares have been purchased, of which no shares remained in treasury at September 30, 2016. During the nine months ended September 30, 2016, a total of 23,651 shares have been purchased at an average cost of $62.51 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 | 9 Months Ended |
Sep. 30, 2016 | |
INVENTORIES [Abstract] | |
INVENTORIES | NOTE 4 – INVENTORIES Inventories at September 30, 2016 and December 31, 2015 consisted of the following: September 30, 2016 December 31, 2015 Raw materials $ 21,789 $ 16,786 Work in progress 3,031 1,807 Finished goods 31,855 27,492 Total inventories $ 56,675 $ 46,085 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2016 | |
PROPERTY, PLANT AND EQUIPMENT [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 5 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment at September 30, 2016 and December 31, 2015 are summarized as follows: September 30, 2016 December 31, 2015 Land $ 4,282 $ 3,247 Building 45,677 33,051 Equipment 175,679 153,682 Construction in progress 16,978 39,525 242,616 229,505 Less: accumulated depreciation 75,936 70,990 Property, plant and equipment, net $ 166,680 $ 158,515 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2016 | |
INTANGIBLE ASSETS [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS The Company had goodwill in the amount of $444,083 and $383,906 as of September 30, 2016 and December 31, 2015, respectively, subject to the provisions of ASC 350, “Intangibles-Goodwill and Other.” Goodwill at January 1, 2016 $ 383,906 Goodwill as a result of the Acquisition of Albion International, Inc. – see Note 2 60,177 Goodwill at September 30, 2016 $ 444,083 There was a $1,307 reduction in the carrying amount of goodwill during the three months ended September 30, 2016, as a result of changes to the fair value of assets acquired and liabilities assumed (See Note 2). September 30, 2016 December 31, 2015 Human Nutrition & Health $ 406,964 $ 363,784 Animal Nutrition & Health 11,734 11,734 Specialty Products 24,157 7,160 Industrial Products 1,228 1,228 Total $ 444,083 $ 383,906 Identifiable intangible assets with finite lives at September 30, 2016 and December 31, 2015 are summarized as follows: Amortization Period (in years) Gross Carrying Amount at 9/30/16 Accumulated Amortization at 9/30/16 Gross Carrying Amount at 12/31/15 Accumulated Amortization at 12/31/15 Customer relationships & lists 10 $ 185,885 $ 80,604 $ 167,442 $ 63,578 Trademarks & trade names 17 39,241 8,363 32,014 5,704 Developed technology 5 12,260 2,746 3,200 1,057 Other 5-17 12,532 3,363 5,102 2,508 $ 249,918 $ 95,076 $ 207,758 $ 72,847 Amortization of identifiable intangible assets was approximately $22,225 for the nine months ended September 30, 2016. Assuming no change in the gross carrying value of identifiable intangible assets, the estimated amortization expense for the remainder of 2016 is $7,600, approximately $26,140 for 2017, $23,620 for 2018, $21,590 for 2019, $19,615 for 2020 and $16,455 for 2021. At September 30, 2016, 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 nine months ended September 30, 2016. |
EQUITY-METHOD INVESTMENT
EQUITY-METHOD INVESTMENT | 9 Months Ended |
Sep. 30, 2016 | |
EQUITY-METHOD INVESTMENT [Abstract] | |
EQUITY-METHOD INVESTMENT | NOTE 7 – EQUITY-METHOD INVESTMENT In 2013, the Company and Eastman Chemical Company (formerly Taminco Corporation) formed a joint venture (66.66% / 33.34% ownership), St. Gabriel CC Company, LLC, to design, develop, and construct an expansion of the Company’s St. Gabriel aqueous choline chloride plant. The Company contributed the St. Gabriel plant, at cost, and expansion will be funded by the owners. The joint venture became operational as of July 1, 2016. St. Gabriel CC Company, LLC is a Variable Interest Entity (VIE) because the total equity at risk is not sufficient to permit the joint venture to finance its own activities without additional subordinated financial support. Additionally, voting rights (2 votes each) are not proportionate to the owners’ obligation to absorb expected losses or receive the expected residual returns of the joint venture. The Company will receive up to 2/3 of the production offtake capacity and absorbs operating expenses approximately proportional to the actual percentage of offtake. The joint venture is accounted for under the equity method of accounting since the Company is not the primary beneficiary as we do not have the power to direct the activities of the joint venture that most significantly impact its economic performance. The Company recognized a loss of $132 relating to its portion of the joint venture’s expenses in other expense. The carrying value of the joint venture at September 30, 2016 is $4,681 and is recorded in other assets. |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2016 | |
LONG-TERM DEBT [Abstract] | |
LONG-TERM DEBT | NOTE 8 – 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”). On February 1, 2016, $65,000 of the revolving loan was used to fund the Albion International, Inc. acquisition (see Note 2). At September 30, 2016, the Company had a total of $299,250 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. 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 2.02% at September 30, 2016. The Company has $72,000 of undrawn revolving loan at September 30, 2016 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 September 30, 2016, 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: Year Term loan Revolving loan Total October 1, 2016 to December 31, 2016 $ 8,750 $ - $ 8,750 2017 35,000 - 35,000 2018 35,000 - 35,000 2019 192,500 28,000 220,500 Future principle payments 271,250 28,000 299,250 Less unamortized debt financing costs 1,138 - 1,138 Less current portion of long-term debt 35,000 - 35,000 Total long-term debt $ 235,112 $ 28,000 $ 263,112 Costs associated with the issuance of debt instruments are capitalized as debt discount 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 $1,138 at September 30, 2016 and are shown net against outstanding principle, as required by ASU 2015-03, on the accompanying balance sheet. Amortization expense pertaining to these costs totaled $130 and $144 for the three months ended September 30, 2016 and 2015 and $398 and $458 for the nine months ended September 30, 2016 and 2015, and is included in interest expense in the accompanying condensed consolidated statements of earnings. |
NET EARNINGS PER SHARE
NET EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2016 | |
NET EARNINGS PER SHARE [Abstract] | |
NET EARNINGS PER SHARE | NOTE 9 – 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 September 30, 2016 Net Earnings (Numerator) Number of Shares (Denominator) Per Share Amount Basic EPS – Net earnings and weighted average common shares outstanding $ 14,012 31,566,067 $ .44 Effect of dilutive securities – stock options, restricted stock, and performance shares 412,736 Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options, restricted stock, and performance shares $ 14,012 31,978,803 $ .44 Three months ended September 30, 2015 Net Earnings (Numerator) Number of Shares (Denominator) Per Share Amount Basic EPS – Net earnings and weighted average common shares outstanding $ 13,976 31,309,710 $ .45 Effect of dilutive securities – stock options, restricted stock, and performance shares 408,449 Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options, restricted stock, and performance shares $ 13,976 31,718,159 $ .44 Nine months ended September 30, 2016 Net Earnings (Numerator) Number of Shares (Denominator) Per Share Amount Basic EPS – Net earnings and weighted average common shares outstanding $ 40,048 31,483,053 $ 1.27 Effect of dilutive securities – stock options, restricted stock, and performance shares 404,209 Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options, restricted stock, and performance shares $ 40,048 31,887,262 $ 1.26 Nine months ended September 30, 2015 Net Earnings (Numerator) Number of Shares (Denominator) Per Share Amount Basic EPS – Net earnings and weighted average common shares outstanding $ 44,063 31,087,691 $ 1.42 Effect of dilutive securities – stock options, restricted stock, and performance shares 492,701 Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options, restricted stock, and performance shares $ 44,063 31,580,392 $ 1.40 The Company had stock options covering 332,560 and 260,872 shares at September 30, 2016 and 2015, 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 non-forfeitable dividend rights. These awards are restricted 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 | 9 Months Ended |
Sep. 30, 2016 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 10 – 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 | 9 Months Ended |
Sep. 30, 2016 | |
SEGMENT INFORMATION [Abstract] | |
SEGMENT INFORMATION | NOTE 11 – SEGMENT INFORMATION Human Nutrition & Health (formerly SensoryEffects) Our Human Nutrition & Health 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 nutrients and mineral amino acid chelated 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. Our mineral amino acid chelates, specialized mineral salts, and mineral complexes are used as raw materials for inclusion in premier human nutrition products. Science and patented technology have been combined to create an organic molecule in a form the body can readily assimilate. 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, and 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 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. Our micronutrient agricultural nutrition business sells chelated minerals primarily into high value crops. We have a unique and patented two-step approach to solving mineral deficiency in plants to optimize health, yield and shelf-life. First, we determine optimal mineral balance for plant health. We then have a foliar applied Metalosate product range, utilizing patented amino acid chelate technology. Our products quickly and efficiently deliver mineral nutrients. As a result, the farmer/grower gets healthier crops that are more resistant to disease and pests, larger yields and healthier food for the consumer with extended shelf life for produce being shipped long distances. 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: September 30, 2016 December 31, 2015 Human Nutrition & Health $ 719,503 $ 642,929 Animal Nutrition & Health 112,551 107,459 Specialty Products 62,412 24,769 Industrial Products 8,575 16,191 Other Unallocated 43,791 88,338 Total $ 946,832 $ 879,686 Depreciation/Amortization: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Human Nutrition & Health $ 8,578 $ 7,594 $ 25,172 $ 22,766 Animal Nutrition & Health 1,837 1,703 5,515 4,831 Specialty Products 982 288 2,777 929 Industrial Products 186 192 521 832 Total $ 11,583 $ 9,777 $ 33,985 $ 29,358 Capital Expenditures: Nine Months Ended September 30, 2016 2015 Human Nutrition & Health $ 11,780 $ 12,663 Animal Nutrition & Health 5,442 13,711 Specialty Products 1,060 750 Industrial Products 519 993 Total $ 18,801 $ 28,117 Business Segment Net Sales: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Human Nutrition & Health $ 74,926 $ 72,978 $ 221,281 $ 207,965 Animal Nutrition & Health 40,935 39,947 118,579 124,295 Specialty Products 16,477 13,818 53,919 41,202 Industrial Products 6,171 13,385 18,665 46,301 Total $ 138,509 $ 140,128 $ 412,444 $ 419,763 Business Segment Earnings Before Income Taxes: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Human Nutrition & Health $ 10,460 $ 11,604 $ 27,856 $ 28,397 Animal Nutrition & Health 6,784 5,625 20,623 21,603 Specialty Products 5,237 6,031 17,541 17,825 Industrial Products 527 1,124 1,019 5,371 Unallocated equity compensation - (1,462 ) - (1,462 ) Transaction, integration costs, and legal settlement (62 ) - (792 ) - Interest and other income (expense) (2,175 ) (1,733 ) (6,112 ) (5,294 ) Total $ 20,771 $ 21,189 $ 60,135 $ 66,440 Transaction and integration costs were primarily related to the definitive agreement to acquire Albion International, Inc.; see Note 2. The following table summarizes domestic (U.S.) and foreign sales for the three and nine months ended September 30, 2016 and 2015: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Domestic $ 105,093 $ 112,859 $ 314,644 $ 337,638 Foreign 33,416 27,269 97,800 82,125 Total $ 138,509 $ 140,128 $ 412,444 $ 419,763 |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 9 Months Ended |
Sep. 30, 2016 | |
SUPPLEMENTAL CASH FLOW INFORMATION [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | NOTE 12 – SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the nine months ended September 30, 2016 and 2015 for income taxes and interest is as follows: Nine Months Ended September 30, 2016 2015 Income taxes $ 25,644 $ 16,667 Interest $ 5,107 $ 4,589 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 9 Months Ended |
Sep. 30, 2016 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | NOTE 13 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The changes in accumulated other comprehensive income (loss) were as follows: Three Months Ended September 30, 2016 2015 Net foreign currency translation adjustment $ 302 $ 375 Net change in postretirement benefit plan (see Note 14 for further information) Amortization of prior service cost/(credit) 16 (4 ) Amortization of gain (3 ) - Total before tax 13 (4 ) Tax (4 ) 1 Net of tax 9 (3 ) Total other comprehensive income $ 311 $ 372 Nine Months Ended September 30, 2016 2015 Net foreign currency translation adjustment $ 850 $ (1,754 ) Net change in postretirement benefit plan (see Note 14 for further information) Initial adoption of new plan* (444 ) - Amortization of prior service cost/(credit) 40 (14 ) Amortization of gain (8 ) - Total before tax (412 ) (14 ) Tax (9 ) 5 Net of tax (421 ) (9 ) Total other comprehensive income (loss) $ 429 $ (1,763 ) *See Note 14. Accumulated other comprehensive loss at September 30, 2016 and December 31, 2015 consisted of the following: Foreign currency translation adjustment Postretirement benefit plan Total Balance December 31, 2015 $ (5,317 ) $ 203 $ (5,114 ) Other comprehensive income/(loss) 850 (421 ) 429 Balance September 30, 2016 $ (4,467 ) $ (218 ) $ (4,685 ) |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 9 Months Ended |
Sep. 30, 2016 | |
EMPLOYEE BENEFIT PLAN [Abstract] | |
EMPLOYEE BENEFIT PLAN | NOTE 14 – EMPLOYEE BENEFIT PLAN The Company provides postretirement benefits in the form of an unfunded postretirement medical plan under a collective bargaining agreement covering eligible retired employees of the Verona facility. During 2016, the Company adopted an unfunded postretirement medical plan for Named Executive Officers. The actuarial recorded liabilities for the unfunded postretirement benefits are as follows: Change in benefit obligation: September 30, 2016 December 31, 2015 Benefit obligation at beginning of period $ 958 $ 1,111 Initial adoption of new plan 444 - Service cost with interest to end of period 48 54 Interest cost 33 36 Participant contributions - 5 Benefits paid - (6 ) Actuarial gain - (242 ) Benefit obligation at end of period $ 1,483 $ 958 Amounts recognized in consolidated balance sheet: September 30, 2016 December 31, 2015 Accumulated postretirement benefit obligation $ (1,483 ) $ (958 ) Fair value of plan assets - - Funded status (1,483 ) (958 ) Unrecognized prior service cost N/A N/A Unrecognized net (gain)/loss N/A N/A Net amount recognized in consolidated balance sheet (after ASC 715) (included in other long-term obligations) $ 1,483 $ 958 Accrued postretirement benefit cost (included in other long-term obligations) $ N/A $ N/A Net periodic benefit costs for such retirement medical plans were as follows: Nine Months Ended September 30, 2016 2015 Service cost $ 48 $ 40 Interest cost 33 27 Amortization of prior service cost/(credit) 40 (14 ) Amortization of gain (8 ) - Net periodic benefit cost $ 113 $ 53 Estimated future employer contributions and benefit payments are as follows: Year 2016 $ 46 2017 58 2018 92 2019 116 2020 118 Years 2021-2025 623 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2016 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15 – COMMITMENTS AND CONTINGENCIES Rent expense charged to operations under lease agreements for the nine months ended September 30, 2016 and 2015 aggregated approximately $2,347 and $1,799, respectively. Aggregate future minimum rental payments required under all non-cancelable operating leases at September 30, 2016 are as follows: Year October 1, 2016 to December 31, 2016 $ 723 2017 2,450 2018 2,044 2019 1,735 2020 1,328 2021 1,211 Thereafter 8,884 Total minimum lease payments $ 18,375 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 | 9 Months Ended |
Sep. 30, 2016 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 16 – 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 September 30, 2016 and December 31, 2015 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2016 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 17 – RELATED PARTY TRANSACTIONS The Company provides services on a contractual agreement to St. Gabriel CC Company, LLC. These services include accounting, information technology, quality control, and purchasing services, as well as operation of the St. Gabriel CC Company, LLC plant. The Company also sold raw materials to St. Gabriel CC Company, LLC. In return, St. Gabriel CC Company, LLC provides choline chloride finished goods. The services the Company provided and raw materals sold amounted to $859 and $3,735, respectively, for the three and nine months ended September 30, 2016, and are recorded, net of the finished goods received from St. Gabriel CC Company, LLC of $4,064, in cost of goods sold. At September 30, 2016, the Company had a receivable of $1,175, recorded in other assets, from St. Gabriel CC Company LLC for services rendered and raw materials sold, net of finished goods received. |
CONDENSED CONSOLIDATED FINANC25
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases” (“ASU 2016-02”), which addresses the recognition of assets and liabilities that arise from all leases. The guidance requires lessees to recognize right-to-use assets and lease liabilities for most leases in the Consolidated Balance Sheets. The guidance is effective January 1, 2019 and early adoption is permitted. The Company is currently evaluating the impact of the new guidance. |
ACQUISITION OF ALBION INTERNA26
ACQUISITION OF ALBION INTERNATIONAL, INC (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
ACQUISITION OF ALBION INTERNATIONAL, INC [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 $ 4,949 Accounts receivable 7,671 Inventories 15,989 Property, plant and equipment 7,217 Customer relationships 18,443 Developed technology 9,060 Trade name 7,224 Licensing agreements 6,658 Other assets 1,200 Trade accounts payable (1,104 ) Accrued expenses (2,788 ) Bank debt (884 ) Deferred income taxes (18,262 ) Goodwill 60,177 Amount paid to shareholders 115,550 Albion bank debt paid on purchase date 884 Total amount paid on acquisition date $ 116,434 |
Acquisition of unaudited pro forma information | The following unaudited pro forma information has been prepared as if the Acquisition had occurred on January 1, 2015. Three Months Ended September 30, Nine Months Ended September 30, Net Sales Net Earnings Net Sales Net Earnings 2016 Albion actual results included in the Company’s consolidated income statement from February 1, 2016 through September 30, 2016 $ 11,816 $ 639 $ 37,915 $ 801 2016 Supplemental pro forma combined financial information $ 138,509 $ 14,276 $ 417,024 $ 44,911 Basic earnings per share $ 0.45 $ 1.43 Diluted earnings per share $ 0.45 $ 1.41 2015 Albion actual results included in the Company’s consolidated income statement $ - $ - $ - $ - 2015 Supplemental pro forma combined financial information $ 152,969 $ 13,129 $ 462,942 $ 44,089 Basic earnings per share $ 0.42 $ 1.41 Diluted earnings per share $ 0.41 $ 1.38 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
STOCKHOLDERS' EQUITY [Abstract] | |
Effect of compensation cost on earnings | The Company’s results for the three and nine months ended September 30, 2016 and 2015 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 September 30, 2016 2015 Cost of sales $ 260 $ 214 Operating expenses 1,436 2,756 Net earnings (1,114 ) (1,904 ) Increase/(Decrease) for the Nine Months Ended September 30, 2016 2015 Cost of sales $ 780 $ 640 Operating expenses 4,867 5,016 Net earnings (3,587 ) (3,647 ) |
Summary of stock option activity | Option activity for the nine months ended September 30, 2016 and 2015 is summarized below For the nine months ended September 30, 2016 Shares (000s) Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Term Outstanding as of December 31, 2015 1,017 $ 37.29 $ 23,927 Granted 338 60.78 Exercised (198 ) 31.03 Forfeited - - Outstanding as of September 30, 2016 1,157 $ 45.22 $ 37,435 6.6 Exercisable as of September 30, 2016 644 $ 34.29 $ 27,857 4.9 For the nine months ended September 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 209 58.34 Exercised (603 ) 19.73 Forfeited (12 ) 50.46 Outstanding as of September 30, 2015 1,064 $ 37.52 $ 24,747 6.1 Exercisable as of September 30, 2015 690 $ 29.23 $ 21,773 4.6 |
Other information pertaining to stock option activity | Other information pertaining to option activity during the three and nine months ended September 30, 2016 and 2015 was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Weighted-average fair value of options granted $ - $ 18.13 $ 18.45 $ 18.35 Total intrinsic value of stock options exercised ($000s) $ 4,423 $ 2,944 $ 6,680 $ 23,229 |
Non-vested restricted stock activity | Non-vested restricted stock activity for the nine months ended September 30, 2016 and 2015 is summarized below: Nine months ended September 30, 2016 Shares (000s) Weighted Average Grant Date Fair Value Non-vested balance as of December 31, 2015 150 $ 47.46 Granted 18 60.85 Vested (52 ) 42.36 Forfeited - - Non-vested balance as of September 30, 2016 116 $ 51.83 Nine months ended September 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 (48 ) 36.34 Forfeited - - Non-vested balance as of September 30, 2015 162 $ 47.01 |
Non-vested performance share activity | Non-vested performance share activity for the nine months ended September 30, 2016 and 2015 is summarized below: Nine months ended September 30, 2016 Shares (000s) Weighted Average Grant Date Fair Value Non-vested balance as of December 31, 2015 20 $ 58.77 Granted 21 63.15 Vested - - Forfeited (4 ) 60.87 Non-vested balance as of September 30, 2016 37 $ 61.04 Nine months ended September 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 September 30, 2015 20 $ 58.77 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
INVENTORIES [Abstract] | |
Inventories | Inventories at September 30, 2016 and December 31, 2015 consisted of the following: September 30, 2016 December 31, 2015 Raw materials $ 21,789 $ 16,786 Work in progress 3,031 1,807 Finished goods 31,855 27,492 Total inventories $ 56,675 $ 46,085 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
PROPERTY, PLANT AND EQUIPMENT [Abstract] | |
Property, plant and equipment | Property, plant and equipment at September 30, 2016 and December 31, 2015 are summarized as follows: September 30, 2016 December 31, 2015 Land $ 4,282 $ 3,247 Building 45,677 33,051 Equipment 175,679 153,682 Construction in progress 16,978 39,525 242,616 229,505 Less: accumulated depreciation 75,936 70,990 Property, plant and equipment, net $ 166,680 $ 158,515 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
INTANGIBLE ASSETS [Abstract] | |
Schedule of goodwill | The Company had goodwill in the amount of $444,083 and $383,906 as of September 30, 2016 and December 31, 2015, respectively, subject to the provisions of ASC 350, “Intangibles-Goodwill and Other.” Goodwill at January 1, 2016 $ 383,906 Goodwill as a result of the Acquisition of Albion International, Inc. – see Note 2 60,177 Goodwill at September 30, 2016 $ 444,083 There was a $1,307 reduction in the carrying amount of goodwill during the three months ended September 30, 2016, as a result of changes to the fair value of assets acquired and liabilities assumed (See Note 2). September 30, 2016 December 31, 2015 Human Nutrition & Health $ 406,964 $ 363,784 Animal Nutrition & Health 11,734 11,734 Specialty Products 24,157 7,160 Industrial Products 1,228 1,228 Total $ 444,083 $ 383,906 |
Intangible assets with finite lives | Identifiable intangible assets with finite lives at September 30, 2016 and December 31, 2015 are summarized as follows: Amortization Period (in years) Gross Carrying Amount at 9/30/16 Accumulated Amortization at 9/30/16 Gross Carrying Amount at 12/31/15 Accumulated Amortization at 12/31/15 Customer relationships & lists 10 $ 185,885 $ 80,604 $ 167,442 $ 63,578 Trademarks & trade names 17 39,241 8,363 32,014 5,704 Developed technology 5 12,260 2,746 3,200 1,057 Other 5-17 12,532 3,363 5,102 2,508 $ 249,918 $ 95,076 $ 207,758 $ 72,847 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
LONG-TERM DEBT [Abstract] | |
Future minimum debt payments | The following table summarizes the future minimum debt payments: Year Term loan Revolving loan Total October 1, 2016 to December 31, 2016 $ 8,750 $ - $ 8,750 2017 35,000 - 35,000 2018 35,000 - 35,000 2019 192,500 28,000 220,500 Future principle payments 271,250 28,000 299,250 Less unamortized debt financing costs 1,138 - 1,138 Less current portion of long-term debt 35,000 - 35,000 Total long-term debt $ 235,112 $ 28,000 $ 263,112 |
NET EARNINGS PER SHARE (Tables)
NET EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 September 30, 2016 Net Earnings (Numerator) Number of Shares (Denominator) Per Share Amount Basic EPS – Net earnings and weighted average common shares outstanding $ 14,012 31,566,067 $ .44 Effect of dilutive securities – stock options, restricted stock, and performance shares 412,736 Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options, restricted stock, and performance shares $ 14,012 31,978,803 $ .44 Three months ended September 30, 2015 Net Earnings (Numerator) Number of Shares (Denominator) Per Share Amount Basic EPS – Net earnings and weighted average common shares outstanding $ 13,976 31,309,710 $ .45 Effect of dilutive securities – stock options, restricted stock, and performance shares 408,449 Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options, restricted stock, and performance shares $ 13,976 31,718,159 $ .44 Nine months ended September 30, 2016 Net Earnings (Numerator) Number of Shares (Denominator) Per Share Amount Basic EPS – Net earnings and weighted average common shares outstanding $ 40,048 31,483,053 $ 1.27 Effect of dilutive securities – stock options, restricted stock, and performance shares 404,209 Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options, restricted stock, and performance shares $ 40,048 31,887,262 $ 1.26 Nine months ended September 30, 2015 Net Earnings (Numerator) Number of Shares (Denominator) Per Share Amount Basic EPS – Net earnings and weighted average common shares outstanding $ 44,063 31,087,691 $ 1.42 Effect of dilutive securities – stock options, restricted stock, and performance shares 492,701 Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options, restricted stock, and performance shares $ 44,063 31,580,392 $ 1.40 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
SEGMENT INFORMATION [Abstract] | |
Segment reporting information, by segment | Business Segment Assets: September 30, 2016 December 31, 2015 Human Nutrition & Health $ 719,503 $ 642,929 Animal Nutrition & Health 112,551 107,459 Specialty Products 62,412 24,769 Industrial Products 8,575 16,191 Other Unallocated 43,791 88,338 Total $ 946,832 $ 879,686 Depreciation/Amortization: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Human Nutrition & Health $ 8,578 $ 7,594 $ 25,172 $ 22,766 Animal Nutrition & Health 1,837 1,703 5,515 4,831 Specialty Products 982 288 2,777 929 Industrial Products 186 192 521 832 Total $ 11,583 $ 9,777 $ 33,985 $ 29,358 Capital Expenditures: Nine Months Ended September 30, 2016 2015 Human Nutrition & Health $ 11,780 $ 12,663 Animal Nutrition & Health 5,442 13,711 Specialty Products 1,060 750 Industrial Products 519 993 Total $ 18,801 $ 28,117 Business Segment Net Sales: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Human Nutrition & Health $ 74,926 $ 72,978 $ 221,281 $ 207,965 Animal Nutrition & Health 40,935 39,947 118,579 124,295 Specialty Products 16,477 13,818 53,919 41,202 Industrial Products 6,171 13,385 18,665 46,301 Total $ 138,509 $ 140,128 $ 412,444 $ 419,763 Business Segment Earnings Before Income Taxes: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Human Nutrition & Health $ 10,460 $ 11,604 $ 27,856 $ 28,397 Animal Nutrition & Health 6,784 5,625 20,623 21,603 Specialty Products 5,237 6,031 17,541 17,825 Industrial Products 527 1,124 1,019 5,371 Unallocated equity compensation - (1,462 ) - (1,462 ) Transaction, integration costs, and legal settlement (62 ) - (792 ) - Interest and other income (expense) (2,175 ) (1,733 ) (6,112 ) (5,294 ) Total $ 20,771 $ 21,189 $ 60,135 $ 66,440 |
Geographic revenue information | The following table summarizes domestic (U.S.) and foreign sales for the three and nine months ended September 30, 2016 and 2015: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Domestic $ 105,093 $ 112,859 $ 314,644 $ 337,638 Foreign 33,416 27,269 97,800 82,125 Total $ 138,509 $ 140,128 $ 412,444 $ 419,763 |
SUPPLEMENTAL CASH FLOW INFORM34
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
SUPPLEMENTAL CASH FLOW INFORMATION [Abstract] | |
Supplemental cash flow information | Cash paid during the nine months ended September 30, 2016 and 2015 for income taxes and interest is as follows: Nine Months Ended September 30, 2016 2015 Income taxes $ 25,644 $ 16,667 Interest $ 5,107 $ 4,589 |
ACCUMULATED OTHER COMPREHENSI35
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 September 30, 2016 2015 Net foreign currency translation adjustment $ 302 $ 375 Net change in postretirement benefit plan (see Note 14 for further information) Amortization of prior service cost/(credit) 16 (4 ) Amortization of gain (3 ) - Total before tax 13 (4 ) Tax (4 ) 1 Net of tax 9 (3 ) Total other comprehensive income $ 311 $ 372 Nine Months Ended September 30, 2016 2015 Net foreign currency translation adjustment $ 850 $ (1,754 ) Net change in postretirement benefit plan (see Note 14 for further information) Initial adoption of new plan* (444 ) - Amortization of prior service cost/(credit) 40 (14 ) Amortization of gain (8 ) - Total before tax (412 ) (14 ) Tax (9 ) 5 Net of tax (421 ) (9 ) Total other comprehensive income (loss) $ 429 $ (1,763 ) *See Note 14. Accumulated other comprehensive loss at September 30, 2016 and December 31, 2015 consisted of the following: Foreign currency translation adjustment Postretirement benefit plan Total Balance December 31, 2015 $ (5,317 ) $ 203 $ (5,114 ) Other comprehensive income/(loss) 850 (421 ) 429 Balance September 30, 2016 $ (4,467 ) $ (218 ) $ (4,685 ) |
EMPLOYEE BENEFIT PLAN (Tables)
EMPLOYEE BENEFIT PLAN (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
EMPLOYEE BENEFIT PLAN [Abstract] | |
Change in benefit obligation | The actuarial recorded liabilities for the unfunded postretirement benefits are as follows: Change in benefit obligation: September 30, 2016 December 31, 2015 Benefit obligation at beginning of period $ 958 $ 1,111 Initial adoption of new plan 444 - Service cost with interest to end of period 48 54 Interest cost 33 36 Participant contributions - 5 Benefits paid - (6 ) Actuarial gain - (242 ) Benefit obligation at end of period $ 1,483 $ 958 |
Amounts recognized in consolidated balance sheet | Amounts recognized in consolidated balance sheet: September 30, 2016 December 31, 2015 Accumulated postretirement benefit obligation $ (1,483 ) $ (958 ) Fair value of plan assets - - Funded status (1,483 ) (958 ) Unrecognized prior service cost N/A N/A Unrecognized net (gain)/loss N/A N/A Net amount recognized in consolidated balance sheet (after ASC 715) (included in other long-term obligations) $ 1,483 $ 958 Accrued postretirement benefit cost (included in other long-term obligations) $ N/A $ N/A |
Components of net periodic benefit cost | Net periodic benefit costs for such retirement medical plans were as follows: Nine Months Ended September 30, 2016 2015 Service cost $ 48 $ 40 Interest cost 33 27 Amortization of prior service cost/(credit) 40 (14 ) Amortization of gain (8 ) - Net periodic benefit cost $ 113 $ 53 |
Estimated future employer contributions and benefit payments | Estimated future employer contributions and benefit payments are as follows: Year 2016 $ 46 2017 58 2018 92 2019 116 2020 118 Years 2021-2025 623 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 September 30, 2016 are as follows: Year October 1, 2016 to December 31, 2016 $ 723 2017 2,450 2018 2,044 2019 1,735 2020 1,328 2021 1,211 Thereafter 8,884 Total minimum lease payments $ 18,375 |
ACQUISITION OF ALBION INTERNA38
ACQUISITION OF ALBION INTERNATIONAL, INC (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 01, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
Estimated fair values of the assets acquired and liabilities assumed [Abstract] | ||||||
Goodwill | $ 444,083 | $ 444,083 | $ 383,906 | |||
Unaudited pro forma information [Abstract] | ||||||
Albion actual results included in the company's consolidated income statement, net sales | 11,816 | $ 0 | 37,915 | $ 0 | ||
Albion actual results included in the company's consolidated income statement, net earnings | 639 | 0 | 801 | 0 | ||
Supplemental pro forma combined financial information, net sales | 138,509 | 152,969 | 417,024 | 462,942 | ||
Supplemental pro forma combined financial information, net earnings | $ 14,276 | $ 13,129 | $ 44,911 | $ 44,089 | ||
Basic earnings per share (in dollars per share) | $ 0.45 | $ 0.42 | $ 1.43 | $ 1.41 | ||
Diluted earnings per share (in dollars per share) | $ 0.45 | $ 0.41 | $ 1.41 | $ 1.38 | ||
Human Nutrition & Health [Member] | ||||||
Estimated fair values of the assets acquired and liabilities assumed [Abstract] | ||||||
Goodwill | $ 43,180 | $ 406,964 | $ 406,964 | 363,784 | ||
Specialty Products [Member] | ||||||
Estimated fair values of the assets acquired and liabilities assumed [Abstract] | ||||||
Goodwill | $ 16,997 | 24,157 | 24,157 | $ 7,160 | ||
Albion International, Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Percentage owned of the "Acquisition" | 100.00% | |||||
Amount paid to former shareholders | $ 110,600 | |||||
Working capital acquired | $ 4,900 | |||||
Period of being leader and innovator in manufacture of superior organic mineral compounds | 60 years | |||||
Estimated fair values of the assets acquired and liabilities assumed [Abstract] | ||||||
Cash and cash equivalents | $ 4,949 | |||||
Accounts receivable | 7,671 | |||||
Inventories | 15,989 | |||||
Property, plant and equipment | 7,217 | |||||
Customer relationships | 18,443 | |||||
Developed technology | 9,060 | |||||
Trade name | 7,224 | |||||
Licensing agreements | 6,658 | |||||
Other assets | 1,200 | |||||
Trade accounts payable | (1,104) | |||||
Accrued expenses | (2,788) | |||||
Bank debt | (884) | |||||
Deferred income taxes | (18,262) | |||||
Goodwill | 60,177 | |||||
Amount paid to shareholders | 115,550 | |||||
Albion bank debt paid on purchase date | 884 | |||||
Total amount paid on acquisition date | 116,434 | |||||
Tax deductible for income tax purposes | $ 1,600 | |||||
Unaudited pro forma information [Abstract] | ||||||
Acquisition-related costs | 26,203 | |||||
Non-recurring expenses related to the fair value adjustments to acquisition-date inventory | 5,363 | |||||
Albion International, Inc [Member] | Selling, General and Administrative Expenses [Member] | ||||||
Estimated fair values of the assets acquired and liabilities assumed [Abstract] | ||||||
Transaction and integration related costs | $ 1,484 | $ 1,484 | ||||
Albion International, Inc [Member] | Customer Relationships [Member] | ||||||
Estimated fair values of the assets acquired and liabilities assumed [Abstract] | ||||||
Useful life of intangible assets acquired | 10 years | |||||
Albion International, Inc [Member] | Trade Name [Member] | ||||||
Estimated fair values of the assets acquired and liabilities assumed [Abstract] | ||||||
Useful life of intangible assets acquired | 17 years | |||||
Albion International, Inc [Member] | Licensing Agreements [Member] | ||||||
Estimated fair values of the assets acquired and liabilities assumed [Abstract] | ||||||
Useful life of intangible assets acquired | 8 years | |||||
Albion International, Inc [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 | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Impact of stock-based compensation cost on net earnings | $ (1,114) | $ (1,904) | $ (3,587) | $ (3,647) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for future awards (in shares) | 3,419,191 | 3,419,191 | |||
Weighted Average Assumptions [Abstract] | |||||
Unrecognized compensation cost related to non-vested shares | $ 10,423 | $ 9,239 | $ 10,423 | $ 9,239 | |
Weighted-average period of recognition for unrecognized compensation cost | 1 year 6 months | ||||
Estimated share-based compensation expense for current fiscal year | $ 7,300 | $ 7,300 | |||
Repurchase of common stock [Abstract] | |||||
Number of shares authorized to be repurchased (in shares) | 3,763,038 | 3,763,038 | |||
Aggregate number of shares repurchased since inception (in shares) | 2,149,574 | 2,149,574 | |||
Number of shares remaining in treasury (in shares) | 0 | 0 | 1,089 | ||
Number of shares acquired under stock repurchase plan and subsequently reissued (in shares) | 23,651 | ||||
Treasury stock acquired, average cost (in dollars per share) | $ 62.51 | ||||
Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Stock Option Activity [Abstract] | |||||
Outstanding at beginning of period (in shares) | 1,017,000 | 1,470,000 | |||
Granted (in shares) | 338,000 | 209,000 | |||
Exercised (in shares) | (198,000) | (603,000) | |||
Forfeited (in shares) | 0 | (12,000) | |||
Outstanding at end of period (in shares) | 1,157,000 | 1,064,000 | 1,157,000 | 1,064,000 | |
Exercisable at end of period (in shares) | 644,000 | 690,000 | 644,000 | 690,000 | |
Weighted Average Exercise Price [Abstract] | |||||
Outstanding at beginning of period (in dollars per share) | $ 37.29 | $ 27.35 | |||
Granted (in dollars per share) | 60.78 | 58.34 | |||
Exercised (in dollars per share) | 31.03 | 19.73 | |||
Forfeited (in dollars per share) | 0 | 50.46 | |||
Outstanding at end of period (in dollars per share) | $ 45.22 | $ 37.52 | 45.22 | 37.52 | |
Exercisable, end of period (in dollars per share) | $ 34.29 | $ 29.23 | $ 34.29 | $ 29.23 | |
Aggregate intrinsic value, outstanding, beginning of period | $ 23,927 | $ 57,742 | |||
Aggregate intrinsic value, outstanding, end of period | $ 37,435 | $ 24,747 | 37,435 | 24,747 | |
Aggregate intrinsic value, exercisable, end of period | $ 27,857 | $ 21,773 | $ 27,857 | $ 21,773 | |
Weighted average remaining contractual term, outstanding | 6 years 7 months 6 days | 6 years 1 month 6 days | |||
Weighted average remaining contractual term, exercisable | 4 years 10 months 24 days | 4 years 7 months 6 days | |||
Weighted-average fair value of options granted (in dollars per share) | $ 0 | $ 18.13 | $ 18.45 | $ 18.35 | |
Total intrinsic value of stock options exercised | $ 4,423 | $ 2,944 | $ 6,680 | $ 23,229 | |
Weighted Average Assumptions [Abstract] | |||||
Dividend yield | 0.50% | 0.60% | |||
Expected volatility | 34.00% | 33.00% | |||
Risk-free interest rate | 1.20% | 1.70% | |||
Expected term | 5 years | 5 years 6 months | |||
Restricted Stock [Member] | |||||
Non-vested restricted stock [Roll Forward] | |||||
Non-vested balance as of beginning of period (in shares) | 150,000 | 134,000 | |||
Granted (in shares) | 18,000 | 76,000 | |||
Vested (in shares) | (52,000) | (48,000) | |||
Forfeited (in shares) | 0 | 0 | |||
Non-vested balance as of end of period (in shares) | 116,000 | 162,000 | 116,000 | 162,000 | |
Weighted average grant date fair value [Abstract] | |||||
Non-vested balance as of beginning of period (in dollars per share) | $ 47.46 | $ 38.13 | |||
Granted (in dollars per share) | 60.85 | 55.77 | |||
Vested (in dollars per share) | 42.36 | 36.34 | |||
Forfeited (in dollars per share) | 0 | 0 | |||
Non-vested balance as of end of period (in dollars per share) | $ 51.83 | $ 47.01 | $ 51.83 | $ 47.01 | |
Restricted Stock [Member] | Employee [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Restricted Stock [Member] | Non-employee Director [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Performance Shares [Member] | |||||
Non-vested restricted stock [Roll Forward] | |||||
Non-vested balance as of beginning of period (in shares) | 20,000 | 0 | |||
Granted (in shares) | 21,000 | 29,000 | |||
Vested (in shares) | 0 | 0 | |||
Forfeited (in shares) | (4,000) | (9,000) | |||
Non-vested balance as of end of period (in shares) | 37,000 | 20,000 | 37,000 | 20,000 | |
Weighted average grant date fair value [Abstract] | |||||
Non-vested balance as of beginning of period (in dollars per share) | $ 58.77 | $ 0 | |||
Granted (in dollars per share) | 63.15 | 58.77 | |||
Vested (in dollars per share) | 0 | 0 | |||
Forfeited (in dollars per share) | 60.87 | 58.77 | |||
Non-vested balance as of end of period (in dollars per share) | $ 61.04 | $ 58.77 | $ 61.04 | $ 58.77 | |
Performance Shares [Member] | Employee [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Weighted Average Assumptions [Abstract] | |||||
Dividend yield | 0.60% | 0.50% | |||
Expected volatility | 32.00% | 34.00% | |||
Risk-free interest rate | 0.88% | 1.00% | |||
Initial TSR | (6.60%) | (6.90%) | |||
Cliff vest | 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] | |||||
Stock-based compensation cost | $ 260 | $ 214 | $ 780 | $ 640 | |
Operating Expenses [Member] | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Stock-based compensation cost | $ 1,436 | $ 2,756 | $ 4,867 | $ 5,016 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
INVENTORIES [Abstract] | ||
Raw materials | $ 21,789 | $ 16,786 |
Work in progress | 3,031 | 1,807 |
Finished goods | 31,855 | 27,492 |
Total inventories | $ 56,675 | $ 46,085 |
PROPERTY, PLANT AND EQUIPMENT41
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 242,616 | $ 229,505 |
Less: accumulated depreciation | 75,936 | 70,990 |
Property, plant and equipment, net | 166,680 | 158,515 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,282 | 3,247 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 45,677 | 33,051 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 175,679 | 153,682 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 16,978 | $ 39,525 |
INTANGIBLE ASSETS, Goodwill Rol
INTANGIBLE ASSETS, Goodwill Roll Forward (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | $ 383,906 | |
Goodwill as a result of the Acquisition of Albion International, Inc. - see Note 2 | 60,177 | |
Goodwill, end of period | $ 444,083 | $ 444,083 |
Change in carrying amount of goodwill as a result of changes to the fair value of assets acquired and liabilities assumed | $ (1,307) |
INTANGIBLE ASSETS, Goodwill by
INTANGIBLE ASSETS, Goodwill by Business Segment (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Feb. 01, 2016 | Dec. 31, 2015 |
Goodwill [Line Items] | |||
Goodwill | $ 444,083 | $ 383,906 | |
Human Nutrition & Health [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 406,964 | $ 43,180 | 363,784 |
Animal Nutrition & Health [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 11,734 | 11,734 | |
Specialty Products [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 24,157 | $ 16,997 | 7,160 |
Industrial Products [Member] | |||
Goodwill [Line Items] | |||
Goodwill | $ 1,228 | $ 1,228 |
INTANGIBLE ASSETS, Identifiable
INTANGIBLE ASSETS, Identifiable Intangible Assets with Finite Lives (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Identifiable intangible assets [Abstract] | ||
Gross carrying amount | $ 249,918 | $ 207,758 |
Accumulated amortization | 95,076 | 72,847 |
Amortization of identifiable finite-lived intangible assets [Abstract] | ||
Amortization of identifiable intangible assets | 22,225 | |
Finite-lived intangible assets, future amortization expense [Abstract] | ||
Remainder of 2016 | 7,600 | |
2,017 | 26,140 | |
2,018 | 23,620 | |
2,019 | 21,590 | |
2,020 | 19,615 | |
2,021 | 16,455 | |
Indefinite-lived intangible assets | $ 0 | |
Customer Relationships & Lists [Member] | ||
Identifiable intangible assets [Abstract] | ||
Amortization period | 10 years | |
Gross carrying amount | $ 185,885 | 167,442 |
Accumulated amortization | $ 80,604 | 63,578 |
Trademarks & Trade Names [Member] | ||
Identifiable intangible assets [Abstract] | ||
Amortization period | 17 years | |
Gross carrying amount | $ 39,241 | 32,014 |
Accumulated amortization | $ 8,363 | 5,704 |
Developed Technology [Member] | ||
Identifiable intangible assets [Abstract] | ||
Amortization period | 5 years | |
Gross carrying amount | $ 12,260 | 3,200 |
Accumulated amortization | 2,746 | 1,057 |
Other [Member] | ||
Identifiable intangible assets [Abstract] | ||
Gross carrying amount | 12,532 | 5,102 |
Accumulated amortization | $ 3,363 | $ 2,508 |
Other [Member] | Minimum [Member] | ||
Identifiable intangible assets [Abstract] | ||
Amortization period | 5 years | |
Other [Member] | Maximum [Member] | ||
Identifiable intangible assets [Abstract] | ||
Amortization period | 17 years |
EQUITY-METHOD INVESTMENT (Detai
EQUITY-METHOD INVESTMENT (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Schedule of Equity Method Investments [Line Items] | |
Percentage of production offtake | 66.66% |
Percentage of operating expenses to be absorbed | 66.66% |
St. Gabriel CC Company, LLC [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Ownership percentage in joint venture | 66.66% |
Loss relating to joint venture's expenses | $ (132) |
Carrying value of joint venture | $ 4,681 |
St. Gabriel CC Company, LLC [Member] | Eastman Chemical Company [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Ownership percentage in joint venture | 33.34% |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) $ in Thousands | Feb. 01, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | May 07, 2014 |
Debt Instrument [Line Items] | |||||||
Debt outstanding | $ 299,250 | ||||||
Term loan quarterly payment | $ 8,750 | ||||||
Maturity date | May 7, 2019 | ||||||
Term loan interest rate | 2.02% | ||||||
Undrawn revolving loan | $ 72,000 | ||||||
Maturities of Long-term Debt [Abstract] | |||||||
Future principle payments | $ 235,112 | 235,112 | $ 260,963 | ||||
Less current portion of long-term debt | 35,000 | 35,000 | $ 35,000 | ||||
Capitalized costs net of accumulated amortization | 1,138 | 1,138 | |||||
Amortization expense pertaining to capitalized costs | 130 | $ 144 | 398 | $ 458 | |||
Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Amount of loan | $ 350,000 | ||||||
Maturities of Long-term Debt [Abstract] | |||||||
October 1, 2016 to December 31, 2016 | 8,750 | 8,750 | |||||
2,017 | 35,000 | 35,000 | |||||
2,018 | 35,000 | 35,000 | |||||
2,019 | 192,500 | 192,500 | |||||
Future principle payments | 271,250 | 271,250 | |||||
Less unamortized debt financing costs | 1,138 | 1,138 | |||||
Less current portion of long-term debt | 35,000 | 35,000 | |||||
Total long-term debt | 235,112 | 235,112 | |||||
Revolving Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Amount of loan | $ 100,000 | ||||||
Revolving loan used for funding of acquisition and general corporate purposes | $ 65,000 | ||||||
Maturities of Long-term Debt [Abstract] | |||||||
October 1, 2016 to December 31, 2016 | 0 | 0 | |||||
2,017 | 0 | 0 | |||||
2,018 | 0 | 0 | |||||
2,019 | 28,000 | 28,000 | |||||
Future principle payments | 28,000 | 28,000 | |||||
Less unamortized debt financing costs | 0 | 0 | |||||
Less current portion of long-term debt | 0 | 0 | |||||
Total long-term debt | 28,000 | 28,000 | |||||
Total Debt [Member] | |||||||
Maturities of Long-term Debt [Abstract] | |||||||
October 1, 2016 to December 31, 2016 | 8,750 | 8,750 | |||||
2,017 | 35,000 | 35,000 | |||||
2,018 | 35,000 | 35,000 | |||||
2,019 | 220,500 | 220,500 | |||||
Future principle payments | 299,250 | 299,250 | |||||
Less unamortized debt financing costs | 1,138 | 1,138 | |||||
Less current portion of long-term debt | 35,000 | 35,000 | |||||
Total long-term debt | $ 263,112 | $ 263,112 |
NET EARNINGS PER SHARE (Details
NET EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net Earnings (Numerator) [Abstract] | ||||
Basic EPS - Net earnings | $ 14,012 | $ 13,976 | $ 40,048 | $ 44,063 |
Diluted EPS - Net earnings | $ 14,012 | $ 13,976 | $ 40,048 | $ 44,063 |
Number of Shares (Denominator) [Abstract] | ||||
Basic EPS - weighted average common shares outstanding (in shares) | 31,566,067 | 31,309,710 | 31,483,053 | 31,087,691 |
Effect of dilutive securities - stock options, restricted stock, and performance shares (in shares) | 412,736 | 408,449 | 404,209 | 492,701 |
Diluted EPS - weighted average common shares outstanding and effect of stock options, restricted stock, and performance shares (in shares) | 31,978,803 | 31,718,159 | 31,887,262 | 31,580,392 |
Per Share Amount [Abstract] | ||||
Basic EPS - Net earnings (in dollars per share) | $ 0.44 | $ 0.45 | $ 1.27 | $ 1.42 |
Diluted EPS - Net earnings (in dollars per share) | $ 0.44 | $ 0.44 | $ 1.26 | $ 1.40 |
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) | 332,560 | 260,872 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
INCOME TAXES [Abstract] | ||
Estimated fair value | $ 2,520 | |
Indemnification asset | 2,520 | |
Unrecognized tax benefits | 6,839 | $ 6,570 |
Accrued interest and penalties | $ 2,570 | $ 2,405 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)Facility | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
SEGMENT INFORMATION [Abstract] | |||||
Percentage decrease of chlorides released in environment | 75.00% | ||||
Number of filling facilities | Facility | 2 | ||||
Segment information [Abstract] | |||||
Assets | $ 946,832 | $ 946,832 | $ 879,686 | ||
Depreciation/Amortization | 11,583 | $ 9,777 | 33,985 | $ 29,358 | |
Capital expenditures | 18,801 | 28,117 | |||
Net sales | 138,509 | 140,128 | 412,444 | 419,763 | |
Earnings before income taxes | 20,771 | 21,189 | 60,135 | 66,440 | |
Unallocated equity compensation | 0 | (1,462) | 0 | (1,462) | |
Transaction, integration costs, and legal settlement | (62) | 0 | (792) | 0 | |
Interest and other income (expense) | (2,175) | (1,733) | (6,112) | (5,294) | |
Human Nutrition & Health [Member] | Reportable Segments [Member] | |||||
Segment information [Abstract] | |||||
Assets | 719,503 | 719,503 | 642,929 | ||
Depreciation/Amortization | 8,578 | 7,594 | 25,172 | 22,766 | |
Capital expenditures | 11,780 | 12,663 | |||
Net sales | 74,926 | 72,978 | 221,281 | 207,965 | |
Earnings before income taxes | 10,460 | 11,604 | 27,856 | 28,397 | |
Animal Nutrition & Health [Member] | Reportable Segments [Member] | |||||
Segment information [Abstract] | |||||
Assets | 112,551 | 112,551 | 107,459 | ||
Depreciation/Amortization | 1,837 | 1,703 | 5,515 | 4,831 | |
Capital expenditures | 5,442 | 13,711 | |||
Net sales | 40,935 | 39,947 | 118,579 | 124,295 | |
Earnings before income taxes | 6,784 | 5,625 | 20,623 | 21,603 | |
Specialty Products [Member] | Reportable Segments [Member] | |||||
Segment information [Abstract] | |||||
Assets | 62,412 | 62,412 | 24,769 | ||
Depreciation/Amortization | 982 | 288 | 2,777 | 929 | |
Capital expenditures | 1,060 | 750 | |||
Net sales | 16,477 | 13,818 | 53,919 | 41,202 | |
Earnings before income taxes | 5,237 | 6,031 | 17,541 | 17,825 | |
Industrial Products [Member] | Reportable Segments [Member] | |||||
Segment information [Abstract] | |||||
Assets | 8,575 | 8,575 | 16,191 | ||
Depreciation/Amortization | 186 | 192 | 521 | 832 | |
Capital expenditures | 519 | 993 | |||
Net sales | 6,171 | 13,385 | 18,665 | 46,301 | |
Earnings before income taxes | 527 | $ 1,124 | 1,019 | $ 5,371 | |
Other Unallocated [Member] | Reportable Segments [Member] | |||||
Segment information [Abstract] | |||||
Assets | $ 43,791 | $ 43,791 | $ 88,338 |
SEGMENT INFORMATION, Revenues F
SEGMENT INFORMATION, Revenues From External Customers and Long-Lived Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 138,509 | $ 140,128 | $ 412,444 | $ 419,763 |
Domestic [Member] | Reportable Geographical Components [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 105,093 | 112,859 | 314,644 | 337,638 |
Foreign [Member] | Reportable Geographical Components [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 33,416 | $ 27,269 | $ 97,800 | $ 82,125 |
SUPPLEMENTAL CASH FLOW INFORM51
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash paid during the period [Abstract] | ||
Income taxes | $ 25,644 | $ 16,667 |
Interest | $ 5,107 | $ 4,589 |
ACCUMULATED OTHER COMPREHENSI52
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Changes in accumulated other comprehensive loss [Abstract] | |||||
Net foreign currency translation adjustment | $ 302 | $ 375 | $ 850 | $ (1,754) | |
Net change in postretirement benefit plan (see Note 14 for further information) [Abstract] | |||||
Initial adoption of new plan | [1] | (444) | 0 | ||
Amortization of prior service cost/(credit) | 16 | (4) | 40 | (14) | |
Amortization of gain | (3) | 0 | (8) | 0 | |
Total before tax | 13 | (4) | (412) | (14) | |
Tax | (4) | 1 | (9) | 5 | |
Net of tax | 9 | (3) | (421) | (9) | |
Other comprehensive income (loss) | $ 311 | $ 372 | $ 429 | $ (1,763) | |
[1] | See Note 14. |
ACCUMULATED OTHER COMPREHENSI53
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), Components of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Accumulated Other Comprehensive Loss [Line Items] | ||||
Beginning Balance | $ 463,705 | |||
Other comprehensive income/(loss) | $ 311 | $ 372 | 429 | $ (1,763) |
Ending Balance | 516,422 | 516,422 | ||
AOCI Attributable to Parent [Member] | ||||
Accumulated Other Comprehensive Loss [Line Items] | ||||
Beginning Balance | (5,114) | |||
Ending Balance | (4,685) | (4,685) | ||
Foreign Currency Translation Adjustment [Member] | ||||
Accumulated Other Comprehensive Loss [Line Items] | ||||
Beginning Balance | (5,317) | |||
Other comprehensive income/(loss) | 850 | |||
Ending Balance | (4,467) | (4,467) | ||
Postretirement Benefit Plan [Member] | ||||
Accumulated Other Comprehensive Loss [Line Items] | ||||
Beginning Balance | 203 | |||
Other comprehensive income/(loss) | (421) | |||
Ending Balance | $ (218) | $ (218) |
EMPLOYEE BENEFIT PLAN (Details)
EMPLOYEE BENEFIT PLAN (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Change in benefit obligation [Roll Forward] | |||
Benefit obligation at beginning of period | $ 958 | $ 1,111 | $ 1,111 |
Initial adoption of new plan | 444 | 0 | |
Service cost with interest to end of period | 48 | 40 | 54 |
Interest cost | 33 | 27 | 36 |
Participant contributions | 0 | 5 | |
Benefits paid | 0 | (6) | |
Actuarial gain | 0 | (242) | |
Benefit obligation at end of period | 1,483 | 958 | |
Amounts recognized in consolidated balance sheet [Abstract] | |||
Accumulated postretirement benefit obligation | (1,483) | (958) | |
Fair value of plan assets | 0 | 0 | |
Funded status | (1,483) | (958) | |
Unrecognized prior service cost | |||
Unrecognized net (gain)/loss | |||
Net amount recognized in consolidated balance sheet (after ASC 715) (included in other long-term obligations) | 1,483 | 958 | |
Accrued postretirement benefit cost (included in other long-term obligations) | |||
Components of net periodic benefit cost [Abstract] | |||
Service cost | 48 | 40 | 54 |
Interest cost | 33 | 27 | $ 36 |
Amortization of prior service cost/(credit) | 40 | (14) | |
Amortization of gain | (8) | 0 | |
Net periodic benefit cost | 113 | $ 53 | |
Estimated future employer contributions and benefit payments [Abstract] | |||
2,016 | 46 | ||
2,017 | 58 | ||
2,018 | 92 | ||
2,019 | 116 | ||
2,020 | 118 | ||
Years 2021-2025 | $ 623 |
COMMITMENTS AND CONTINGENCIES55
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||||||||||
Sep. 30, 2016USD ($)AreaSeller | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($) | Dec. 31, 2011USD ($) | Dec. 31, 2010USD ($) | Dec. 31, 2009USD ($) | Dec. 31, 2008USD ($) | Dec. 31, 2007USD ($) | Dec. 31, 2006USD ($) | Dec. 31, 2005USD ($) | Dec. 31, 2004USD ($) | |
COMMITMENTS AND CONTINGENCIES [Abstract] | ||||||||||||||
Rent expense charged to operations | $ 2,347 | $ 1,799 | ||||||||||||
Future minimum rental payments required under all non-cancelable operating leases [Abstract] | ||||||||||||||
October 1, 2016 to December 31, 2016 | 723 | |||||||||||||
2,017 | 2,450 | |||||||||||||
2,018 | 2,044 | |||||||||||||
2,019 | 1,735 | |||||||||||||
2,020 | 1,328 | |||||||||||||
2,021 | 1,211 | |||||||||||||
Thereafter | 8,884 | |||||||||||||
Total minimum lease payments | $ 18,375 | |||||||||||||
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 | |||||||||||||
Maximum [Member] | ||||||||||||||
Slate Hill, New York site [Abstract] | ||||||||||||||
Annual monitoring costs | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 |
FAIR VALUE OF FINANCIAL INSTR56
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Money Market Funds [Member] | Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | $ 775 | $ 773 |
Certificates of Deposit [Member] | Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | $ 100 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - St. Gabriel CC Company, LLC [Member] $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | |
Related Party Transaction [Line Items] | ||
Finished goods received from related party | $ 4,064 | $ 4,064 |
Receivable from related party | 1,175 | 1,175 |
Services Provided [Member] | ||
Related Party Transaction [Line Items] | ||
Revenues from related party | 859 | 859 |
Raw Materials Sold [Member] | ||
Related Party Transaction [Line Items] | ||
Revenues from related party | $ 3,735 | $ 3,735 |