Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 02, 2017 | |
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 | 31,866,924 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 36,997 | $ 38,643 |
Accounts receivable, net of allowance for doubtful accounts of $547 and $489 at March 31, 2017 and December 31, 2016, respectively | 79,171 | 83,252 |
Inventories | 62,867 | 57,245 |
Prepaid expenses | 3,339 | 4,110 |
Deferred income taxes | 0 | 712 |
Other current assets | 4,582 | 4,480 |
Total current assets | 186,956 | 188,442 |
Property, plant and equipment, net | 164,626 | 165,754 |
Goodwill | 439,811 | 439,811 |
Intangible assets with finite lives, net | 140,541 | 147,484 |
Other assets | 9,451 | 7,135 |
Total assets | 941,385 | 948,626 |
Current liabilities: | ||
Trade accounts payable | 21,543 | 32,514 |
Accrued expenses | 19,555 | 14,758 |
Accrued compensation and other benefits | 4,170 | 6,648 |
Dividends payable | 19 | 12,088 |
Income taxes payable | 4,505 | 0 |
Current portion of long-term debt | 35,000 | 35,000 |
Total current liabilities | 84,792 | 101,008 |
Long-term debt | 217,864 | 226,490 |
Revolving loan - long-term | 16,000 | 19,000 |
Deferred income taxes | 73,495 | 74,199 |
Other long-term obligations | 6,933 | 6,896 |
Total liabilities | 399,084 | 427,593 |
Commitments and contingencies (note 15) | ||
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; 31,866,924 shares issued and outstanding at March 31, 2017 and 31,757,861 shares issued and outstanding at December 31, 2016 | 2,125 | 2,117 |
Additional paid-in capital | 142,867 | 137,676 |
Retained earnings | 403,607 | 388,089 |
Accumulated other comprehensive loss | (6,298) | (6,849) |
Total stockholders' equity | 542,301 | 521,033 |
Total liabilities and stockholders' equity | $ 941,385 | $ 948,626 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Allowance for doubtful accounts | $ 547 | $ 489 |
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) | 31,866,924 | 31,757,861 |
Common stock, shares outstanding (in shares) | 31,866,924 | 31,757,861 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Earnings (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Condensed Consolidated Statements of Earnings (unaudited) [Abstract] | ||
Net sales | $ 137,728 | $ 135,141 |
Cost of sales | 93,299 | 92,317 |
Gross margin | 44,429 | 42,824 |
Operating expenses: | ||
Selling expenses | 13,712 | 13,087 |
Research and development expenses | 1,815 | 1,942 |
General and administrative expenses | 6,199 | 7,827 |
Total operating expenses | 21,726 | 22,856 |
Earnings from operations | 22,703 | 19,968 |
Other expenses (income): | ||
Interest income | (2) | (3) |
Interest expense | 1,799 | 1,843 |
Other, net | 196 | 147 |
Earnings before income tax expense | 20,710 | 17,981 |
Income tax expense | 5,192 | 6,095 |
Net earnings | $ 15,518 | $ 11,886 |
Net earnings per common share - basic (in dollars per share) | $ 0.49 | $ 0.38 |
Net earnings per common share - diluted (in dollars per share) | $ 0.48 | $ 0.37 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Condensed Consolidated Statements of Comprehensive Income (unaudited) [Abstract] | ||
Net earnings | $ 15,518 | $ 11,886 |
Other comprehensive income (loss), net of tax: | ||
Net foreign currency translation adjustment | 541 | 1,255 |
Net change in postretirement benefit plan, net of taxes of $(5) and $1 for the three months ended March 31, 2017 and 2016 | 10 | (4) |
Other comprehensive income | 551 | 1,251 |
Comprehensive income | $ 16,069 | $ 13,137 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Other comprehensive income (loss), net of tax: | ||
Net change in postretirement benefit plan, taxes | $ (5) | $ 1 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net earnings | $ 15,518 | $ 11,886 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 11,335 | 11,016 |
Stock compensation expense | 1,840 | 2,197 |
Deferred income taxes | (4) | 0 |
Provision for doubtful accounts | 79 | 49 |
Foreign currency transaction loss | 101 | 50 |
(Gain)/Loss on disposal of assets | (75) | 89 |
Changes in assets and liabilities | ||
Accounts receivable | 4,128 | (1,049) |
Inventories | (5,574) | 1,257 |
Prepaid expenses and other current assets | (4) | 386 |
Accounts payable and accrued expenses | (9,066) | 7,065 |
Income taxes | 5,248 | (3,443) |
Other | (724) | (180) |
Net cash provided by operating activities | 22,802 | 29,323 |
Cash flows from investing activities: | ||
Cash paid for acquisition, net of cash acquired | (1,169) | (110,601) |
Capital expenditures | (2,934) | (10,660) |
Intangible assets acquired | (147) | (153) |
Net cash used in investing activities | (4,250) | (121,414) |
Cash flows from financing activities: | ||
Proceeds from revolving loan | 2,000 | 65,000 |
Principal payments on revolving loan | (5,000) | 0 |
Principal payments on long-term debt | (8,750) | (8,750) |
Principal payment on acquired debt | 0 | (884) |
Proceeds from stock options exercised | 3,969 | 1,345 |
Excess tax benefits from stock compensation | 0 | 483 |
Dividends paid | (12,069) | (10,727) |
Purchase of treasury stock | (611) | (615) |
Net cash (used in) provided by financing activities | (20,461) | 45,852 |
Effect of exchange rate changes on cash | 263 | 616 |
Decrease in cash and cash equivalents | (1,646) | (45,623) |
Cash and cash equivalents beginning of period | 38,643 | 84,795 |
Cash and cash equivalents end of period | $ 36,997 | $ 39,172 |
CONDENSED CONSOLIDATED FINANCIA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 3 Months Ended |
Mar. 31, 2017 | |
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, 2016 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, 2016. 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 Laboratories, Inc. (formerly known as 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”) Recent Accounting Pronouncements Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), with amendments issued in 2016, which addresses revenue recognition issues and, upon its effective date, replaces almost all existing revenue recognition guidance, including industry-specific guidance, in current U.S. GAAP. This standard is effective, with either a full retrospective approach or a modified retrospective approach, for annual and interim periods beginning after December 15, 2017. We are assessing the impact of the guidance on our current accounting practices to identify differences that would result from applying the new requirements to our revenue contracts. We continue to make significant progress on our contract reviews and are also still in the process of evaluating the impact, if any, on changes to our business processes, systems, and controls to support recognition and disclosure under the new guidance. Based on our findings so far, we do not currently expect this guidance to have a material impact on our financial statements. We are continuing our implementation plan and currently expect to adopt the new guidance beginning in 2018 using the modified retrospective approach. In February 2016, the FASB issued 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 for annual and interim periods beginning after December 15, 2018 and early adoption is permitted. The Company is currently evaluating the impact of the new guidance. In January 2017, the FASB issued ASU No. 2017-01, “Clarifying the Definition of a Business” (“ASU 2017-01”), which addresses the definition of what constitutes a business by providing clarification of the three elements that constitute a business. The guidance is effective for annual and interim periods beginning after December 15, 2017. Although, early adoption is permitted, the Company has elected not to adopt early as this ASU will not have a significant impact on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”), which addresses changes to the testing for goodwill impairment by eliminating Step 2 of the process. The guidance is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Although, early adoption is permitted, the Company has elected not to adopt early as this ASU will not have a significant impact on the Company’s consolidated financial statements. Recently Adopted Accounting Standards In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory” (“ASU 2015-11”), which requires inventory to be measured at the lower of cost and net realizable value. The Company adopted ASU 2015-11 on January 1, 2017 prospectively (prior periods have not been restated). There was no impact on the Company’s consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”), to simplify the presentation of deferred income taxes. The ASU requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The Company adopted ASU 2015-17 on January 1, 2017 prospectively (prior periods have not been restated). There was no significant impact to the consolidated financial statements other than the decrease of current assets and long-term liabilities. In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”), which addresses the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted ASU 2016-09 on January 1, 2017 prospectively (prior periods have not been restated). The primary impact of adoption was the recognition during the three months ended March 31, 2017, of excess tax benefits of approximately $1,500 as a reduction to the provision for income taxes and the classification of these excess tax benefits in operating activities in the consolidated statement of cash flows instead of financing activities. The presentation requirements for cash flows related to employee taxes paid for withheld shares had no impact to any of the periods presented in the consolidated statement of cash flows, since such cash flows have historically been presented in financing activities. The Company also elected to continue estimating forfeitures when determining the amount of stock-based compensation costs to be recognized in each period. No other provisions of ASU 2016-09 had a material impact on the Company’s financial statements or disclosures. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2017 | |
ACQUISITIONS [Abstract] | |
ACQUISITIONS | NOTE 2—ACQUISITIONS Acquisition of Albion Laboratories, Inc. (formerly known as Albion International, Inc.) On February 1, 2016, the Company acquired 100 percent of the outstanding common shares of Albion Laboratories, Inc. (formerly known as 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 $116,400 on the acquisition date, amounting to approximately $110,600 to the former shareholders, adjustments for working capital acquired of $4,900, and approximately $900 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 over 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 immediately increased our product offerings in the nutritional ingredient market. Additionally, the Company benefits 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 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 (13,990 ) Goodwill 55,905 Amount paid to shareholders 115,550 Albion bank debt paid on purchase date 884 Total amount paid on acquisition date $ 116,434 The goodwill of $55,905 arising from the Acquisition consists largely of expected synergies, including the combined entities’ experience and technical problem solving capabilities, and acquired workforce. Goodwill of $40,403 and $15,502 is assigned to the Human Nutrition & Health and Specialty Products segments, respectively, and approximately $2,020 is tax deductible for income tax purposes. The valuation of the fair value of tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. In preparing our fair value of the intangible assets and certain tangible assets acquired, management, among other things, consulted an independent advisor. 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. Transaction and integration related costs included in selling, and general and administrative expenses for the three months ended March 31, 2017 and 2016 are $(127) and $1,161, respectively. The following unaudited pro forma information has been prepared as if the Acquisition had occurred on January 1, 2015. Three Months Ended March 31, Net Sales Net Earnings 2017 Albion actual results included in the Company’s consolidated income statement $ 15,491 $ 2,721 2017 Supplemental pro forma combined financial information $ 137,728 $ 15,423 Basic earnings per share $ 0.49 Diluted earnings per share $ 0.48 2016 Albion actual results included in the Company’s consolidated income statement from February 1, 2016 through March 31, 2016 $ 10,611 $ (520 ) 2016 Supplemental pro forma combined financial information $ 139,721 $ 14,532 Basic earnings per share $ 0.46 Diluted earnings per share $ 0.46 2017 supplemental pro forma earnings for the three months ended March 31, 2017 exclude a working capital adjustment refund of $162 and $35 of acquisition-related costs incurred. 2016 supplemental pro forma earnings for the three months ended March 31, 2016 exclude $25,873 of acquisition-related costs incurred and $2,411 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. Acquisition of Chol-Mix Kft On March 24, 2017, the Company, through its European subsidiary Balchem Italia SRL, entered into an agreement to purchase the assets of Chol-Mix Kft, a privately held manufacturer of dry choline chloride, with knowledge and technical know-how supporting the application of liquids on carriers, located in Hungary, for a purchase price of €1,500. As of March 31, 2017, approximately €1,090, translated to approximately $1,170, has been paid to Chol-Mix Kft with the remaining balance of approximately €410, translated to approximately $435, due at the end of a related manufacturing agreement. The acquisition of Chol-Mix’s assets will provide our Animal Nutrition & Health segment with additional dry choline chloride capacity in Europe, geographical expansion opportunities in Eastern Europe, and technical knowledge supporting the application of liquids on carriers. Due to the timing of the acquisition, management has not completed its initial accounting for the acquisition. As a result, the estimated fair values of the assets acquired have not been determined. The Company does not anticipate any goodwill from this acquisition. Transaction related costs included in general and administrative expenses for the three months ended March 31, 2017 are $50. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2017 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 3 – STOCKHOLDERS’ EQUITY STOCK-BASED COMPENSATION The Company’s results for the three months ended March 31, 2017 and 2016 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 March 31, 2017 2016 Cost of sales $ 311 $ 260 Operating expenses 1,530 1,937 Net earnings (1,167 ) (1,393 ) As allowed 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 March 31, 2017, the plans had 3,248,423 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 three months ended March 31, 2017 and 2016 is summarized below For the three months ended March 31, 2017 Shares (000s) Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Term Outstanding as of December 31, 2016 1,066 $ 45.32 $ 41,161 Granted 216 85.38 Exercised (108 ) 36.57 Forfeited (7 ) 57.20 Cancelled (6 ) 58.42 Outstanding as of March 31, 2017 1,161 $ 53.46 $ 34,272 6.9 Exercisable as of March 31, 2017 644 $ 39.62 $ 27,584 5.1 For the three months ended March 31, 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 333 60.71 Exercised (39 ) 34.11 Forfeited - - Outstanding as of March 31, 2016 1,311 $ 43.36 $ 24,481 6.7 Exercisable as of March 31, 2016 781 $ 32.98 $ 22,692 4.9 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 0.5%; expected volatilities of 30% and 34%; risk-free interest rates of 1.8% and 1.2%; and expected lives of 4.6 and 5.0 years, in each case for the three months ended March 31, 2017 and 2016, 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 months ended March 31, 2017 and 2016 was as follows: Three Months Ended March 31, 2017 2016 Weighted-average fair value of options granted $ 23.27 $ 18.46 Total intrinsic value of stock options exercised ($000s) $ 5,221 $ 1,015 Non-vested restricted stock activity for the three months ended March 31, 2017 and 2016 is summarized below: Three months ended March 31, 2017 Shares (000s) Weighted Average Grant Date Fair Value Non-vested balance as of December 31, 2016 102 $ 54.18 Granted 9 85.40 Vested (14 ) 40.98 Forfeited - - Non-vested balance as of March 31, 2017 97 $ 59.12 Three months ended March 31, 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 (25 ) 29.06 Forfeited - - Non-vested balance as of March 31, 2016 143 $ 52.41 Non-vested performance share activity for the three months ended March 31, 2017 and 2016 is summarized below: Three months ended March 31, 2017 Shares (000s) Weighted Average Grant Date Fair Value Non-vested balance as of December 31, 2016 34 $ 61.06 Granted 15 93.85 Vested - - Forfeited - - Non-vested balance as of March 31, 2017 49 $ 71.34 Three months ended March 31, 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 - - Non-vested balance as of March 31, 2016 41 $ 61.03 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 1.5% and 0.88%; dividend yields of 0.6% and 0.6%; volatilities of 32% and 32%; and initial TSR’s of 8.2% and -6.6%, in each case for the three months ended March 31, 2017 and 2016, respectively. Expense is estimated based on the 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 March 31, 2017 and 2016, there was $13,329 and $14,017, respectively, of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the plans. As of March 31, 2017, the unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 2 years. The Company estimates that share-based compensation expense for the year ended December 31, 2017 will be approximately $6,900. 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 2,158,010 shares have been purchased, of which no shares remained in treasury at March 31, 2017. During the three months ended March 31, 2017 and 2016, a total of 7,175 and 9,727 shares, respectively, have been purchased at an average cost of $85.18 and $63.27 per share, respectively. 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 | 3 Months Ended |
Mar. 31, 2017 | |
INVENTORIES [Abstract] | |
INVENTORIES | NOTE 4 – INVENTORIES Inventories at March 31, 2017 and December 31, 2016 consisted of the following: March 31, 2017 December 31, 2016 Raw materials $ 37,656 $ 20,751 Work in progress 2,330 3,225 Finished goods 22,881 33,269 Total inventories $ 62,867 $ 57,245 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2017 | |
PROPERTY, PLANT AND EQUIPMENT [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 5 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment at March 31, 2017 and December 31, 2016 are summarized as follows: March 31, 2017 December 31, 2016 Land $ 4,239 $ 4,208 Building 47,316 45,735 Equipment 181,547 177,841 Construction in progress 14,932 17,357 248,034 245,141 Less: accumulated depreciation 83,408 79,387 Property, plant and equipment, net $ 164,626 $ 165,754 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2017 | |
INTANGIBLE ASSETS [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS The Company had goodwill in the amount of $439,811 as of March 31, 2017 and December 31, 2016, subject to the provisions of ASC 350, “Intangibles-Goodwill and Other.” Identifiable intangible assets with finite lives at March 31, 2017 and December 31, 2016 are summarized as follows: Amortization Period (in years) Gross Carrying Amount at 3/31/17 Accumulated Amortization at 3/31/17 Gross Carrying Amount at 12/31/16 Accumulated Amortization at 12/31/16 Customer relationships & lists 10 $ 185,885 $ 91,590 $ 185,885 $ 86,338 Trademarks & trade names 17 39,241 10,157 39,241 9,260 Developed technology 5 12,260 3,971 12,260 3,358 Other 5-17 12,864 3,991 12,713 3,659 $ 250,250 $ 109,709 $ 250,099 $ 102,615 Amortization of identifiable intangible assets was approximately $7,090 for the three months ended March 31, 2017. Assuming no change in the gross carrying value of identifiable intangible assets, the estimated amortization expense for the remainder of 2017 is approximately $19,070, approximately $23,655 for 2018, $21,620 for 2019, $19,645 for 2020, $16,485 for 2021 and $15,165 for 2022. At March 31, 2017, 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 three months ended March 31, 2017. |
EQUITY-METHOD INVESTMENT
EQUITY-METHOD INVESTMENT | 3 Months Ended |
Mar. 31, 2017 | |
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 $134 and $0 for the three months ended March 31, 2017 and 2016, respectively, relating to its portion of the joint venture’s expenses in other expense. The carrying value of the joint venture at March 31, 2017 and December 31, 2016 is $5,216 and $4,553, respectively, and is recorded in other assets. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2017 | |
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 acquisition (see Note 2). At March 31, 2017, the Company had a total of $269,750 of debt outstanding. The term loan is payable in quarterly installments of $8,750 commencing on September 30, 2014, with the outstanding principal due on the maturity date. The Company may draw on the revolving loan at its discretion and the revolving loan does not have installments and all outstanding amounts are due on the maturity date. The loans may be voluntarily prepaid in whole or in part without premium or penalty and have a maturity date of May 7, 2019. The loans are subject to an interest rate equal to LIBOR or a fluctuating rate as defined by the loan agreement, at the Company’s discretion, plus an applicable rate. The applicable rate is based upon the Company’s consolidated leverage ratio, as defined in the loan agreement, and the interest rate was 2.48% at March 31, 2017. The Company has $84,000 of undrawn revolving loan at March 31, 2017 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 March 31, 2017, 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 April 1, 2017 to December 31, 2017 $ 26,250 $ - $ 26,250 2018 35,000 - 35,000 2019 192,500 16,000 208,500 Future principal payments 253,750 16,000 269,750 Less unamortized debt financing costs 886 - 886 Less current portion of long-term debt 35,000 - 35,000 Total long-term debt $ 217,864 $ 16,000 $ 233,864 Costs associated with the issuance of debt instruments are capitalized and amortized over the terms of the respective financing arrangements using the effective interest method. If debt is retired early, the related unamortized costs are expensed in the period the debt is retired. Capitalized costs net of accumulated amortization total $886 at March 31, 2017 and are shown net against outstanding principal, as required by ASU 2015-03, on the accompanying balance sheet. Amortization expense pertaining to these costs totaled $124 and $137 for the three months ended March 31, 2017 and 2016, respectively, and is included in interest expense in the accompanying condensed consolidated statements of earnings. |
NET EARNINGS PER SHARE
NET EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 Net Earnings (Numerator) Number of Shares (Denominator) Per Share Amount Basic EPS – Net earnings and weighted average common shares outstanding $ 15,518 31,706,205 $ .49 Effect of dilutive securities – stock options, restricted stock, and performance shares 483,415 Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options, restricted stock, and performance shares $ 15,518 32,189,620 $ .48 Three months ended March 31, 2016 Net Earnings (Numerator) Number of Shares (Denominator) Per Share Amount Basic EPS – Net earnings and weighted average common shares outstanding $ 11,886 31,406,792 $ .38 Effect of dilutive securities – stock options, restricted stock, and performance shares 410,256 Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options, restricted stock, and performance shares $ 11,886 31,817,048 $ .37 The Company had stock options covering 217,860 and 208,872 shares at March 31, 2017 and 2016, 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. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2017 | |
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. December 31, 2016, the Company had approximately $6,699 and $6,637, respectively, of unrecognized tax benefits, which are included in other long-term obligations on the Company’s consolidated balance sheets. The Company includes interest expense or income as well as potential penalties on unrecognized tax positions as a component of income tax expense in the consolidated statements of earnings. The total amount of accrued interest and penalties related to uncertain tax positions at March 31, 2017 and December 31, 2016 was approximately $2,508 and $2,486, respectively, and is included in other long-term obligations. The Company’s effective tax rate for the three months ended March 31, 2017 and 2016, was 25.1% and 33.9%, respectively. The decrease in effective tax rate for the three months ended March 31, 2017 compared to the three months ended March 31, 2016 is primarily attributed to the impact of adopting ASU 2016-09, which required excess tax benefits to be recognized in income tax expense, as well as lower tax rates in certain jurisdictions. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2017 | |
SEGMENT INFORMATION [Abstract] | |
SEGMENT INFORMATION | NOTE 11 – SEGMENT INFORMATION Human Nutrition & Health 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: March 31, 2017 December 31, 2016 Human Nutrition & Health $ 707,843 $ 709,337 Animal Nutrition & Health 117,920 121,860 Specialty Products 63,663 64,030 Industrial Products 12,223 10,477 Other Unallocated 39,736 42,922 Total $ 941,385 $ 948,626 Depreciation/Amortization: Three Months Ended March 31, 2017 2016 Human Nutrition & Health $ 8,115 $ 8,081 Animal Nutrition & Health 1,889 1,806 Specialty Products 1,016 822 Industrial Products 189 171 Total $ 11,209 $ 10,880 Capital Expenditures: Three Months Ended March 31, 2017 2016 Human Nutrition & Health $ 1,755 $ 7,933 Animal Nutrition & Health 792 2,418 Specialty Products 216 129 Industrial Products 171 180 Total $ 2,934 $ 10,660 Business Segment Net Sales: Three Months Ended March 31, 2017 2016 Human Nutrition & Health $ 73,127 $ 71,555 Animal Nutrition & Health 38,078 39,232 Specialty Products 18,790 17,117 Industrial Products 7,733 7,237 Total $ 137,728 $ 135,141 Business Segment Earnings Before Income Taxes: Three Months Ended March 31, 2017 2016 Human Nutrition & Health $ 10,196 $ 8,372 Animal Nutrition & Health 5,376 6,535 Specialty Products 6,463 5,288 Industrial Products 722 234 Transaction costs, integration costs, and legal settlement (54 ) (461 ) Interest and other expense (1,993 ) (1,987 ) Total $ 20,710 $ 17,981 Transaction and integration costs were primarily related to the aforementioned definitive agreements (see Note 2). The following table summarizes domestic (U.S.) and foreign sales for the three months ended March 31, 2017 and 2016: Three Months Ended March 31, 2017 2016 Domestic $ 106,300 $ 104,171 Foreign 31,428 30,970 Total $ 137,728 $ 135,141 |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 3 Months Ended |
Mar. 31, 2017 | |
SUPPLEMENTAL CASH FLOW INFORMATION [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | NOTE 12 – SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the three months ended March 31, 2017 and 2016 for income taxes and interest is as follows: Three Months Ended March 31, 2017 2016 Income taxes $ 195 $ 9,258 Interest $ 1,676 $ 1,699 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 2016 Net foreign currency translation adjustment $ 541 $ 1,255 Net change in postretirement benefit plan (see Note 14 for further information) Amortization of prior service cost (credit) 19 (2 ) Amortization of gain (4 ) (3 ) Total before tax 15 (5 ) Tax (5 ) 1 Net of tax 10 (4 ) Total other comprehensive income (loss) $ 551 $ 1,251 Accumulated other comprehensive loss at March 31, 2017 and December 31, 2016 consisted of the following: Foreign currency translation adjustment Postretirement benefit plan Total Balance December 31, 2016 $ (6,707 ) $ (142 ) $ (6,849 ) Other comprehensive income 541 10 551 Balance March 31, 2017 $ (6,166 ) $ (132 ) $ (6,298 ) |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 3 Months Ended |
Mar. 31, 2017 | |
EMPLOYEE BENEFIT PLAN [Abstract] | |
EMPLOYEE BENEFIT PLAN | NOTE 14 – EMPLOYEE BENEFIT PLAN The Company currently provides postretirement benefits in the form of a retirement medical plan under a collective bargaining agreement covering eligible retired employees of its Verona, Missouri facility. Net periodic benefit costs for such retirement medical plan were as follows: Three Months Ended March 31, 2017 2016 Service cost $ 17 $ 10 Interest cost 12 9 Amortization of prior service cost (credit) 19 (2 ) Amortization of gain (4 ) (3 ) Net periodic benefit cost $ 44 $ 14 The amount recorded for this obligation on the Company’s balance sheet as of March 31, 2017 and December 31, 2016 is $1,439 and $1,411, respectively, and is included in other long-term obligations. The plan is unfunded and approved claims are paid from Company funds. Historical cash payments made under such plan have typically been less than $100 per year. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2017 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15 – COMMITMENTS AND CONTINGENCIES Rent expense charged to operations under lease agreements for the three months ended March 31, 2017 and 2016 aggregated approximately $792 and $729, respectively. Aggregate future minimum rental payments required under all non-cancelable operating leases at March 31, 2017 are as follows: Year April 1, 2017 to December 31, 2017 $ 1,966 2018 1,935 2019 1,613 2020 1,273 2021 1,161 2022 863 Thereafter 5,946 Total minimum lease payments $ 14,757 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 | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 and December 31, 2016 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 | 3 Months Ended |
Mar. 31, 2017 | |
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 sells 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 materials sold amounted to $878 and $4,348, respectively, for the three months ended March 31, 2017, and are primarily recorded, net of the finished goods received from St. Gabriel CC Company, LLC of $4,685, in cost of goods sold. At March 31, 2017, the Company had a receivable of $3,386, recorded in accounts receivable from St. Gabriel CC Company, LLC for services rendered and raw materials sold and a payable of $3,126 for finished goods received recorded in accrued expenses. In addition, the Company had a payable in the amount of $739 related to non-contractual monies owed to St. Gabriel CC Company, LLC, recorded in accrued expenses. |
CONDENSED CONSOLIDATED FINANC25
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), with amendments issued in 2016, which addresses revenue recognition issues and, upon its effective date, replaces almost all existing revenue recognition guidance, including industry-specific guidance, in current U.S. GAAP. This standard is effective, with either a full retrospective approach or a modified retrospective approach, for annual and interim periods beginning after December 15, 2017. We are assessing the impact of the guidance on our current accounting practices to identify differences that would result from applying the new requirements to our revenue contracts. We continue to make significant progress on our contract reviews and are also still in the process of evaluating the impact, if any, on changes to our business processes, systems, and controls to support recognition and disclosure under the new guidance. Based on our findings so far, we do not currently expect this guidance to have a material impact on our financial statements. We are continuing our implementation plan and currently expect to adopt the new guidance beginning in 2018 using the modified retrospective approach. In February 2016, the FASB issued 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 for annual and interim periods beginning after December 15, 2018 and early adoption is permitted. The Company is currently evaluating the impact of the new guidance. In January 2017, the FASB issued ASU No. 2017-01, “Clarifying the Definition of a Business” (“ASU 2017-01”), which addresses the definition of what constitutes a business by providing clarification of the three elements that constitute a business. The guidance is effective for annual and interim periods beginning after December 15, 2017. Although, early adoption is permitted, the Company has elected not to adopt early as this ASU will not have a significant impact on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”), which addresses changes to the testing for goodwill impairment by eliminating Step 2 of the process. The guidance is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Although, early adoption is permitted, the Company has elected not to adopt early as this ASU will not have a significant impact on the Company’s consolidated financial statements. Recently Adopted Accounting Standards In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory” (“ASU 2015-11”), which requires inventory to be measured at the lower of cost and net realizable value. The Company adopted ASU 2015-11 on January 1, 2017 prospectively (prior periods have not been restated). There was no impact on the Company’s consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”), to simplify the presentation of deferred income taxes. The ASU requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The Company adopted ASU 2015-17 on January 1, 2017 prospectively (prior periods have not been restated). There was no significant impact to the consolidated financial statements other than the decrease of current assets and long-term liabilities. In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”), which addresses the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted ASU 2016-09 on January 1, 2017 prospectively (prior periods have not been restated). The primary impact of adoption was the recognition during the three months ended March 31, 2017, of excess tax benefits of approximately $1,500 as a reduction to the provision for income taxes and the classification of these excess tax benefits in operating activities in the consolidated statement of cash flows instead of financing activities. The presentation requirements for cash flows related to employee taxes paid for withheld shares had no impact to any of the periods presented in the consolidated statement of cash flows, since such cash flows have historically been presented in financing activities. The Company also elected to continue estimating forfeitures when determining the amount of stock-based compensation costs to be recognized in each period. No other provisions of ASU 2016-09 had a material impact on the Company’s financial statements or disclosures. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
ACQUISITIONS [Abstract] | |
Estimated Fair Values of the Assets Acquired and Liabilities Assumed | The following table summarizes the 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 (13,990 ) Goodwill 55,905 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 March 31, Net Sales Net Earnings 2017 Albion actual results included in the Company’s consolidated income statement $ 15,491 $ 2,721 2017 Supplemental pro forma combined financial information $ 137,728 $ 15,423 Basic earnings per share $ 0.49 Diluted earnings per share $ 0.48 2016 Albion actual results included in the Company’s consolidated income statement from February 1, 2016 through March 31, 2016 $ 10,611 $ (520 ) 2016 Supplemental pro forma combined financial information $ 139,721 $ 14,532 Basic earnings per share $ 0.46 Diluted earnings per share $ 0.46 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
STOCKHOLDERS' EQUITY [Abstract] | |
Effect of Compensation Cost on Earnings | The Company’s results for the three months ended March 31, 2017 and 2016 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 March 31, 2017 2016 Cost of sales $ 311 $ 260 Operating expenses 1,530 1,937 Net earnings (1,167 ) (1,393 ) |
Summary of Stock Option Activity | Option activity for the three months ended March 31, 2017 and 2016 is summarized below For the three months ended March 31, 2017 Shares (000s) Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Term Outstanding as of December 31, 2016 1,066 $ 45.32 $ 41,161 Granted 216 85.38 Exercised (108 ) 36.57 Forfeited (7 ) 57.20 Cancelled (6 ) 58.42 Outstanding as of March 31, 2017 1,161 $ 53.46 $ 34,272 6.9 Exercisable as of March 31, 2017 644 $ 39.62 $ 27,584 5.1 For the three months ended March 31, 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 333 60.71 Exercised (39 ) 34.11 Forfeited - - Outstanding as of March 31, 2016 1,311 $ 43.36 $ 24,481 6.7 Exercisable as of March 31, 2016 781 $ 32.98 $ 22,692 4.9 |
Other Information Pertaining to Stock Option Activity | Other information pertaining to option activity during the three months ended March 31, 2017 and 2016 was as follows: Three Months Ended March 31, 2017 2016 Weighted-average fair value of options granted $ 23.27 $ 18.46 Total intrinsic value of stock options exercised ($000s) $ 5,221 $ 1,015 |
Non-vested Restricted Stock Activity | Non-vested restricted stock activity for the three months ended March 31, 2017 and 2016 is summarized below: Three months ended March 31, 2017 Shares (000s) Weighted Average Grant Date Fair Value Non-vested balance as of December 31, 2016 102 $ 54.18 Granted 9 85.40 Vested (14 ) 40.98 Forfeited - - Non-vested balance as of March 31, 2017 97 $ 59.12 Three months ended March 31, 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 (25 ) 29.06 Forfeited - - Non-vested balance as of March 31, 2016 143 $ 52.41 |
Non-vested Performance Share Activity | Non-vested performance share activity for the three months ended March 31, 2017 and 2016 is summarized below: Three months ended March 31, 2017 Shares (000s) Weighted Average Grant Date Fair Value Non-vested balance as of December 31, 2016 34 $ 61.06 Granted 15 93.85 Vested - - Forfeited - - Non-vested balance as of March 31, 2017 49 $ 71.34 Three months ended March 31, 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 - - Non-vested balance as of March 31, 2016 41 $ 61.03 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
INVENTORIES [Abstract] | |
Inventories | Inventories at March 31, 2017 and December 31, 2016 consisted of the following: March 31, 2017 December 31, 2016 Raw materials $ 37,656 $ 20,751 Work in progress 2,330 3,225 Finished goods 22,881 33,269 Total inventories $ 62,867 $ 57,245 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
PROPERTY, PLANT AND EQUIPMENT [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment at March 31, 2017 and December 31, 2016 are summarized as follows: March 31, 2017 December 31, 2016 Land $ 4,239 $ 4,208 Building 47,316 45,735 Equipment 181,547 177,841 Construction in progress 14,932 17,357 248,034 245,141 Less: accumulated depreciation 83,408 79,387 Property, plant and equipment, net $ 164,626 $ 165,754 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
INTANGIBLE ASSETS [Abstract] | |
Intangible Assets with Finite Lives | Identifiable intangible assets with finite lives at March 31, 2017 and December 31, 2016 are summarized as follows: Amortization Period (in years) Gross Carrying Amount at 3/31/17 Accumulated Amortization at 3/31/17 Gross Carrying Amount at 12/31/16 Accumulated Amortization at 12/31/16 Customer relationships & lists 10 $ 185,885 $ 91,590 $ 185,885 $ 86,338 Trademarks & trade names 17 39,241 10,157 39,241 9,260 Developed technology 5 12,260 3,971 12,260 3,358 Other 5-17 12,864 3,991 12,713 3,659 $ 250,250 $ 109,709 $ 250,099 $ 102,615 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
LONG-TERM DEBT [Abstract] | |
Future Minimum Debt Payments | The following table summarizes the future minimum debt payments: Year Term loan Revolving loan Total April 1, 2017 to December 31, 2017 $ 26,250 $ - $ 26,250 2018 35,000 - 35,000 2019 192,500 16,000 208,500 Future principal payments 253,750 16,000 269,750 Less unamortized debt financing costs 886 - 886 Less current portion of long-term debt 35,000 - 35,000 Total long-term debt $ 217,864 $ 16,000 $ 233,864 |
NET EARNINGS PER SHARE (Tables)
NET EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 Net Earnings (Numerator) Number of Shares (Denominator) Per Share Amount Basic EPS – Net earnings and weighted average common shares outstanding $ 15,518 31,706,205 $ .49 Effect of dilutive securities – stock options, restricted stock, and performance shares 483,415 Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options, restricted stock, and performance shares $ 15,518 32,189,620 $ .48 Three months ended March 31, 2016 Net Earnings (Numerator) Number of Shares (Denominator) Per Share Amount Basic EPS – Net earnings and weighted average common shares outstanding $ 11,886 31,406,792 $ .38 Effect of dilutive securities – stock options, restricted stock, and performance shares 410,256 Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options, restricted stock, and performance shares $ 11,886 31,817,048 $ .37 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
SEGMENT INFORMATION [Abstract] | |
Segment Reporting Information, by Segment | Business Segment Assets: March 31, 2017 December 31, 2016 Human Nutrition & Health $ 707,843 $ 709,337 Animal Nutrition & Health 117,920 121,860 Specialty Products 63,663 64,030 Industrial Products 12,223 10,477 Other Unallocated 39,736 42,922 Total $ 941,385 $ 948,626 Depreciation/Amortization: Three Months Ended March 31, 2017 2016 Human Nutrition & Health $ 8,115 $ 8,081 Animal Nutrition & Health 1,889 1,806 Specialty Products 1,016 822 Industrial Products 189 171 Total $ 11,209 $ 10,880 Capital Expenditures: Three Months Ended March 31, 2017 2016 Human Nutrition & Health $ 1,755 $ 7,933 Animal Nutrition & Health 792 2,418 Specialty Products 216 129 Industrial Products 171 180 Total $ 2,934 $ 10,660 Business Segment Net Sales: Three Months Ended March 31, 2017 2016 Human Nutrition & Health $ 73,127 $ 71,555 Animal Nutrition & Health 38,078 39,232 Specialty Products 18,790 17,117 Industrial Products 7,733 7,237 Total $ 137,728 $ 135,141 Business Segment Earnings Before Income Taxes: Three Months Ended March 31, 2017 2016 Human Nutrition & Health $ 10,196 $ 8,372 Animal Nutrition & Health 5,376 6,535 Specialty Products 6,463 5,288 Industrial Products 722 234 Transaction costs, integration costs, and legal settlement (54 ) (461 ) Interest and other expense (1,993 ) (1,987 ) Total $ 20,710 $ 17,981 |
Geographic Revenue Information | The following table summarizes domestic (U.S.) and foreign sales for the three months ended March 31, 2017 and 2016: Three Months Ended March 31, 2017 2016 Domestic $ 106,300 $ 104,171 Foreign 31,428 30,970 Total $ 137,728 $ 135,141 |
SUPPLEMENTAL CASH FLOW INFORM34
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
SUPPLEMENTAL CASH FLOW INFORMATION [Abstract] | |
Supplemental Cash Flow Information | Cash paid during the three months ended March 31, 2017 and 2016 for income taxes and interest is as follows: Three Months Ended March 31, 2017 2016 Income taxes $ 195 $ 9,258 Interest $ 1,676 $ 1,699 |
ACCUMULATED OTHER COMPREHENSI35
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 2016 Net foreign currency translation adjustment $ 541 $ 1,255 Net change in postretirement benefit plan (see Note 14 for further information) Amortization of prior service cost (credit) 19 (2 ) Amortization of gain (4 ) (3 ) Total before tax 15 (5 ) Tax (5 ) 1 Net of tax 10 (4 ) Total other comprehensive income (loss) $ 551 $ 1,251 |
Components of Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss at March 31, 2017 and December 31, 2016 consisted of the following: Foreign currency translation adjustment Postretirement benefit plan Total Balance December 31, 2016 $ (6,707 ) $ (142 ) $ (6,849 ) Other comprehensive income 541 10 551 Balance March 31, 2017 $ (6,166 ) $ (132 ) $ (6,298 ) |
EMPLOYEE BENEFIT PLAN (Tables)
EMPLOYEE BENEFIT PLAN (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
EMPLOYEE BENEFIT PLAN [Abstract] | |
Components of Net Periodic Benefit Cost | Net periodic benefit costs for such retirement medical plan were as follows: Three Months Ended March 31, 2017 2016 Service cost $ 17 $ 10 Interest cost 12 9 Amortization of prior service cost (credit) 19 (2 ) Amortization of gain (4 ) (3 ) Net periodic benefit cost $ 44 $ 14 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 are as follows: Year April 1, 2017 to December 31, 2017 $ 1,966 2018 1,935 2019 1,613 2020 1,273 2021 1,161 2022 863 Thereafter 5,946 Total minimum lease payments $ 14,757 |
CONDENSED CONSOLIDATED FINANC38
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
ASU 2016-09 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Excess tax benefit recognized due to reduction to provision for income tax | $ 1,500 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) $ / shares in Units, € in Thousands, $ in Thousands | Mar. 24, 2017EUR (€) | Feb. 01, 2016USD ($) | Mar. 31, 2017USD ($)$ / shares | Mar. 31, 2016USD ($)$ / shares | Mar. 31, 2017EUR (€) | Dec. 31, 2016USD ($) |
Estimated fair values of the assets acquired and liabilities assumed [Abstract] | ||||||
Goodwill | $ 439,811 | $ 439,811 | ||||
Unaudited pro forma information [Abstract] | ||||||
Albion actual results included in the company's consolidated income statement, net sales | 15,491 | $ 10,611 | ||||
Albion actual results included in the Company's consolidated income statement, net earnings | 2,721 | (520) | ||||
Supplemental pro forma combined financial information, net sales | 137,728 | 139,721 | ||||
Supplemental pro forma combined financial information, net earnings | $ 15,423 | $ 14,532 | ||||
Basic earnings per share (in dollars per share) | $ / shares | $ 0.49 | $ 0.46 | ||||
Diluted earnings per share (in dollars per share) | $ / shares | $ 0.48 | $ 0.46 | ||||
Human Nutrition & Health [Member] | ||||||
Estimated fair values of the assets acquired and liabilities assumed [Abstract] | ||||||
Goodwill | $ 40,403 | |||||
Specialty Products [Member] | ||||||
Estimated fair values of the assets acquired and liabilities assumed [Abstract] | ||||||
Goodwill | $ 15,502 | |||||
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 | |||||
Other assets | 1,200 | |||||
Trade accounts payable | (1,104) | |||||
Accrued expenses | (2,788) | |||||
Bank debt | (884) | |||||
Deferred income taxes | (13,990) | |||||
Goodwill | 55,905 | |||||
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 | 2,020 | |||||
Unaudited pro forma information [Abstract] | ||||||
Working capital adjustment refund | $ 162 | |||||
Acquisition-related costs | 35 | $ 25,873 | ||||
Non-recurring expenses related to the fair value adjustments to acquisition-date inventory | 2,411 | |||||
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 | $ (127) | $ 1,161 | ||||
Albion International, Inc [Member] | Customer Relationships [Member] | ||||||
Estimated fair values of the assets acquired and liabilities assumed [Abstract] | ||||||
Intangible assets | 18,443 | |||||
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] | ||||||
Intangible assets | 7,224 | |||||
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] | ||||||
Intangible assets | 6,658 | |||||
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] | ||||||
Intangible assets | $ 9,060 | |||||
Useful life of intangible assets acquired | 5 years | |||||
Chol-Mix Kft [Member] | ||||||
Unaudited pro forma information [Abstract] | ||||||
Purchase price of acquisition | € | € 1,500 | |||||
Cumulative amount of payment made for purchase. | $ 1,170 | € 1,090 | ||||
Remaining payment to be made for purchase | 435 | € 410 | ||||
Chol-Mix Kft [Member] | Selling, General and Administrative Expenses [Member] | ||||||
Estimated fair values of the assets acquired and liabilities assumed [Abstract] | ||||||
Transaction and integration related costs | $ 50 |
STOCKHOLDERS' EQUITY, Stock-Bas
STOCKHOLDERS' EQUITY, Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Impact of stock-based compensation cost on net earnings | $ (1,167) | $ (1,393) |
Shares available for future awards (in shares) | 3,248,423 | |
Cost of Sales [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation cost | $ 311 | 260 |
Operating Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation cost | $ 1,530 | $ 1,937 |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Vesting period | 3 years | |
Restricted Stock [Member] | Employee [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Vesting period | 4 years | |
Restricted Stock [Member] | Non-employee Director [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Vesting period | 4 years | |
Performance Shares [Member] | Employee [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Vesting period | 3 years | |
ISO Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Expiration period of options granted | 10 years | |
Non-Qualified Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Expiration period of options granted | 10 years |
STOCKHOLDERS' EQUITY, Stock Opt
STOCKHOLDERS' EQUITY, Stock Options (Details) - Stock Options [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Stock Option Activity [Abstract] | ||
Outstanding at beginning of period (in shares) | 1,066 | 1,017 |
Granted (in shares) | 216 | 333 |
Exercised (in shares) | (108) | (39) |
Forfeited (in shares) | (7) | 0 |
Cancelled (in shares) | (6) | |
Outstanding at end of period (in shares) | 1,161 | 1,311 |
Exercisable at end of period (in shares) | 644 | 781 |
Weighted Average Exercise Price [Abstract] | ||
Outstanding at beginning of period (in dollars per share) | $ 45.32 | $ 37.29 |
Granted (in dollars per share) | 85.38 | 60.71 |
Exercised (in dollars per share) | 36.57 | 34.11 |
Forfeited (in dollars per share) | 57.20 | 0 |
Cancelled (in dollars per share) | 58.42 | |
Outstanding at end of period (in dollars per share) | 53.46 | 43.36 |
Exercisable, end of period (in dollars per share) | $ 39.62 | $ 32.98 |
Aggregate intrinsic value, outstanding, beginning of period | $ 41,161 | $ 23,927 |
Aggregate intrinsic value, outstanding, end of period | 34,272 | 24,481 |
Aggregate intrinsic value, exercisable, end of period | $ 27,584 | $ 22,692 |
Weighted average remaining contractual term, outstanding | 6 years 10 months 24 days | 6 years 8 months 12 days |
Weighted average remaining contractual term, exercisable | 5 years 1 month 6 days | 4 years 10 months 24 days |
Weighted Average Assumptions [Abstract] | ||
Dividend yield | 0.50% | 0.50% |
Expected volatility | 30.00% | 34.00% |
Risk-free interest rate | 1.80% | 1.20% |
Expected term | 4 years 7 months 6 days | 5 years |
Weighted-average fair value of options granted (in dollars per share) | $ 23.27 | $ 18.46 |
Total intrinsic value of stock options exercised | $ 5,221 | $ 1,015 |
STOCKHOLDERS' EQUITY, Restricte
STOCKHOLDERS' EQUITY, Restricted Stock and Performance Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Weighted Average Assumptions [Abstract] | ||
Unrecognized compensation cost related to non-vested shares | $ 13,329 | $ 14,017 |
Weighted-average period of recognition for unrecognized compensation cost | 2 years | |
Estimated share-based compensation expense for current fiscal year | $ 6,900 | |
Restricted Stock [Member] | ||
Non-vested restricted stock [Roll Forward] | ||
Non-vested balance as of beginning of period (in shares) | 102 | 150 |
Granted (in shares) | 9 | 18 |
Vested (in shares) | (14) | (25) |
Forfeited (in shares) | 0 | 0 |
Non-vested balance as of end of period (in shares) | 97 | 143 |
Weighted average grant date fair value [Abstract] | ||
Non-vested balance as of beginning of period (in dollars per share) | $ 54.18 | $ 47.46 |
Granted (in dollars per share) | 85.40 | 60.85 |
Vested (in dollars per share) | 40.98 | 29.06 |
Forfeited (in dollars per share) | 0 | 0 |
Non-vested balance as of end of period (in dollars per share) | $ 59.12 | $ 52.41 |
Performance Shares [Member] | ||
Non-vested restricted stock [Roll Forward] | ||
Non-vested balance as of beginning of period (in shares) | 34 | 20 |
Granted (in shares) | 15 | 21 |
Vested (in shares) | 0 | 0 |
Forfeited (in shares) | 0 | 0 |
Non-vested balance as of end of period (in shares) | 49 | 41 |
Weighted average grant date fair value [Abstract] | ||
Non-vested balance as of beginning of period (in dollars per share) | $ 61.06 | $ 58.77 |
Granted (in dollars per share) | 93.85 | 63.15 |
Vested (in dollars per share) | 0 | 0 |
Forfeited (in dollars per share) | 0 | 0 |
Non-vested balance as of end of period (in dollars per share) | $ 71.34 | $ 61.03 |
Weighted Average Assumptions [Abstract] | ||
Risk-free interest rate | 1.50% | 0.88% |
Dividend yield | 0.60% | 0.60% |
Expected volatility | 32.00% | 32.00% |
Initial TSR | 8.20% | (6.60%) |
Vesting percentage at the end of the third year following the grant | 100.00% |
STOCKHOLDERS' EQUITY, Repurchas
STOCKHOLDERS' EQUITY, Repurchase of Common Stock (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Repurchase of common stock [Abstract] | ||
Number of shares authorized to be repurchased (in shares) | 3,763,038 | |
Aggregate number of shares repurchased since inception (in shares) | 2,158,010 | |
Number of shares remaining in treasury (in shares) | 0 | |
Number of shares acquired under stock repurchase plan and subsequently reissued (in shares) | 7,175 | 9,727 |
Treasury stock acquired, average cost (in dollars per share) | $ 85.18 | $ 63.27 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
INVENTORIES [Abstract] | ||
Raw materials | $ 37,656 | $ 20,751 |
Work in progress | 2,330 | 3,225 |
Finished goods | 22,881 | 33,269 |
Total inventories | $ 62,867 | $ 57,245 |
PROPERTY, PLANT AND EQUIPMENT45
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 248,034 | $ 245,141 |
Less: accumulated depreciation | 83,408 | 79,387 |
Property, plant and equipment, net | 164,626 | 165,754 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,239 | 4,208 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 47,316 | 45,735 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 181,547 | 177,841 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 14,932 | $ 17,357 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
INTANGIBLE ASSETS [Abstract] | ||
Goodwill | $ 439,811 | $ 439,811 |
Identifiable intangible assets [Abstract] | ||
Gross carrying amount | 250,250 | 250,099 |
Accumulated amortization | 109,709 | 102,615 |
Amortization of identifiable finite-lived intangible assets [Abstract] | ||
Amortization of identifiable intangible assets | 7,090 | |
Finite-lived intangible assets, future amortization expense [Abstract] | ||
Remainder of 2017 | 19,070 | |
2,018 | 23,655 | |
2,019 | 21,620 | |
2,020 | 19,645 | |
2,021 | 16,485 | |
2,022 | 15,165 | |
Indefinite-lived intangible assets | $ 0 | |
Customer Relationships & Lists [Member] | ||
Identifiable intangible assets [Abstract] | ||
Amortization period (in years) | 10 years | |
Gross carrying amount | $ 185,885 | 185,885 |
Accumulated amortization | $ 91,590 | 86,338 |
Trademarks & Trade Names [Member] | ||
Identifiable intangible assets [Abstract] | ||
Amortization period (in years) | 17 years | |
Gross carrying amount | $ 39,241 | 39,241 |
Accumulated amortization | $ 10,157 | 9,260 |
Developed Technology [Member] | ||
Identifiable intangible assets [Abstract] | ||
Amortization period (in years) | 5 years | |
Gross carrying amount | $ 12,260 | 12,260 |
Accumulated amortization | 3,971 | 3,358 |
Other [Member] | ||
Identifiable intangible assets [Abstract] | ||
Gross carrying amount | 12,864 | 12,713 |
Accumulated amortization | $ 3,991 | $ 3,659 |
Other [Member] | Minimum [Member] | ||
Identifiable intangible assets [Abstract] | ||
Amortization period (in years) | 5 years | |
Other [Member] | Maximum [Member] | ||
Identifiable intangible assets [Abstract] | ||
Amortization period (in years) | 17 years |
EQUITY-METHOD INVESTMENT (Detai
EQUITY-METHOD INVESTMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
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 | $ (134) | $ 0 | |
Carrying value of joint venture | $ 5,216 | $ 4,553 | |
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 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | May 07, 2014 |
Debt Instrument [Line Items] | |||||
Debt outstanding | $ 269,750 | ||||
Term loan quarterly payment | $ 8,750 | ||||
Maturity date | May 7, 2019 | ||||
Term loan interest rate | 2.48% | ||||
Undrawn revolving loan | $ 84,000 | ||||
Maturities of Long-term Debt [Abstract] | |||||
Less current portion of long-term debt | 35,000 | $ 35,000 | |||
Total long-term debt | 217,864 | $ 226,490 | |||
Capitalized costs net of accumulated amortization | 886 | ||||
Amortization expense pertaining to capitalized costs | 124 | $ 137 | |||
Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Amount of loan | $ 350,000 | ||||
Maturities of Long-term Debt [Abstract] | |||||
April 1, 2017 to December 31, 2017 | 26,250 | ||||
2,018 | 35,000 | ||||
2,019 | 192,500 | ||||
Future principal payments | 253,750 | ||||
Less unamortized debt financing costs | 886 | ||||
Less current portion of long-term debt | 35,000 | ||||
Total long-term debt | 217,864 | ||||
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] | |||||
April 1, 2017 to December 31, 2017 | 0 | ||||
2,018 | 0 | ||||
2,019 | 16,000 | ||||
Future principal payments | 16,000 | ||||
Less unamortized debt financing costs | 0 | ||||
Less current portion of long-term debt | 0 | ||||
Total long-term debt | 16,000 | ||||
Total Debt [Member] | |||||
Maturities of Long-term Debt [Abstract] | |||||
April 1, 2017 to December 31, 2017 | 26,250 | ||||
2,018 | 35,000 | ||||
2,019 | 208,500 | ||||
Future principal payments | 269,750 | ||||
Less unamortized debt financing costs | 886 | ||||
Less current portion of long-term debt | 35,000 | ||||
Total long-term debt | $ 233,864 |
NET EARNINGS PER SHARE (Details
NET EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net Earnings (Numerator) [Abstract] | ||
Basic EPS - Net earnings | $ 15,518 | $ 11,886 |
Diluted EPS - Net earnings | $ 15,518 | $ 11,886 |
Number of Shares (Denominator) [Abstract] | ||
Basic EPS - weighted average common shares outstanding (in shares) | 31,706,205 | 31,406,792 |
Effect of dilutive securities - stock options, restricted stock, and performance shares (in shares) | 483,415 | 410,256 |
Diluted EPS - stock options, restricted stock, and performance shares (in shares) | 32,189,620 | 31,817,048 |
Per Share Amount [Abstract] | ||
Basic EPS - Net earnings (in dollars per share) | $ 0.49 | $ 0.38 |
Diluted EPS - Net earnings (in dollars per share) | $ 0.48 | $ 0.37 |
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) | 217,860 | 208,872 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
INCOME TAXES [Abstract] | |||
Estimated fair value | $ 2,500 | ||
Indemnification asset | 2,500 | ||
Unrecognized tax benefits | 6,699 | $ 6,637 | |
Accrued interest and penalties | $ 2,508 | $ 2,486 | |
Effective tax rate | 25.10% | 33.90% |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017USD ($)Facility | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
SEGMENT INFORMATION [Abstract] | |||
Number of filling facilities | Facility | 2 | ||
Percentage decrease of chlorides released in environment | 75.00% | ||
Segment information [Abstract] | |||
Assets | $ 941,385 | $ 948,626 | |
Depreciation/Amortization | 11,209 | $ 10,880 | |
Capital expenditures | 2,934 | 10,660 | |
Net sales | 137,728 | 135,141 | |
Earnings before income taxes | 20,710 | 17,981 | |
Transaction costs, integration costs, and legal settlement | (54) | (461) | |
Interest and other expense | (1,993) | (1,987) | |
Human Nutrition & Health [Member] | Reportable Segments [Member] | |||
Segment information [Abstract] | |||
Assets | 707,843 | 709,337 | |
Depreciation/Amortization | 8,115 | 8,081 | |
Capital expenditures | 1,755 | 7,933 | |
Net sales | 73,127 | 71,555 | |
Earnings before income taxes | 10,196 | 8,372 | |
Animal Nutrition & Health [Member] | Reportable Segments [Member] | |||
Segment information [Abstract] | |||
Assets | 117,920 | 121,860 | |
Depreciation/Amortization | 1,889 | 1,806 | |
Capital expenditures | 792 | 2,418 | |
Net sales | 38,078 | 39,232 | |
Earnings before income taxes | 5,376 | 6,535 | |
Specialty Products [Member] | Reportable Segments [Member] | |||
Segment information [Abstract] | |||
Assets | 63,663 | 64,030 | |
Depreciation/Amortization | 1,016 | 822 | |
Capital expenditures | 216 | 129 | |
Net sales | 18,790 | 17,117 | |
Earnings before income taxes | 6,463 | 5,288 | |
Industrial Products [Member] | Reportable Segments [Member] | |||
Segment information [Abstract] | |||
Assets | 12,223 | 10,477 | |
Depreciation/Amortization | 189 | 171 | |
Capital expenditures | 171 | 180 | |
Net sales | 7,733 | 7,237 | |
Earnings before income taxes | 722 | $ 234 | |
Other Unallocated [Member] | |||
Segment information [Abstract] | |||
Assets | $ 39,736 | $ 42,922 |
SEGMENT INFORMATION, Revenues F
SEGMENT INFORMATION, Revenues From External Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | $ 137,728 | $ 135,141 |
Domestic [Member] | Reportable Geographical Components [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 106,300 | 104,171 |
Foreign [Member] | Reportable Geographical Components [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | $ 31,428 | $ 30,970 |
SUPPLEMENTAL CASH FLOW INFORM53
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash paid during the period [Abstract] | ||
Income taxes | $ 195 | $ 9,258 |
Interest | $ 1,676 | $ 1,699 |
ACCUMULATED OTHER COMPREHENSI54
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Changes in accumulated other comprehensive income (loss) [Abstract] | ||
Net foreign currency translation adjustment | $ 541 | $ 1,255 |
Net change in postretirement benefit plan (see Note 14 for further information) [Abstract] | ||
Amortization of prior service cost (credit) | 19 | (2) |
Amortization of gain | (4) | (3) |
Total before tax | 15 | (5) |
Tax | (5) | 1 |
Net of tax | 10 | (4) |
Other comprehensive income | $ 551 | $ 1,251 |
ACCUMULATED OTHER COMPREHENSI55
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), Components of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Components of accumulated other comprehensive loss [Roll Forward] | ||
Balance | $ 521,033 | |
Other comprehensive income | 551 | $ 1,251 |
Balance | 542,301 | |
AOCI Attributable to Parent [Member] | ||
Components of accumulated other comprehensive loss [Roll Forward] | ||
Balance | (6,849) | |
Balance | (6,298) | |
Foreign Currency Translation Adjustment [Member] | ||
Components of accumulated other comprehensive loss [Roll Forward] | ||
Balance | (6,707) | |
Other comprehensive income | 541 | |
Balance | (6,166) | |
Postretirement Benefit Plan [Member] | ||
Components of accumulated other comprehensive loss [Roll Forward] | ||
Balance | (142) | |
Other comprehensive income | 10 | |
Balance | $ (132) |
EMPLOYEE BENEFIT PLAN (Details)
EMPLOYEE BENEFIT PLAN (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Amount recognized in consolidated balance sheet for benefit obligations (included in other long-term obligations) | $ 1,439 | $ 1,411 | |
Components of net periodic benefit cost [Abstract] | |||
Service cost | 17 | $ 10 | |
Interest cost | 12 | 9 | |
Amortization of prior service cost (credit) | 19 | (2) | |
Amortization of gain | (4) | (3) | |
Net periodic benefit cost | 44 | $ 14 | |
Maximum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Historical cash payments for retirement medical plan claims per year | $ 100 |
COMMITMENTS AND CONTINGENCIES57
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Mar. 31, 2017USD ($)AreaSeller | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | 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 | $ 792 | $ 729 | |||||||||||||
Future minimum rental payments required under all non-cancelable operating leases [Abstract] | |||||||||||||||
April 1, 2017 to December 31, 2017 | 1,966 | ||||||||||||||
2,018 | 1,935 | ||||||||||||||
2,019 | 1,613 | ||||||||||||||
2,020 | 1,273 | ||||||||||||||
2,021 | 1,161 | ||||||||||||||
2,022 | 863 | ||||||||||||||
Thereafter | 5,946 | ||||||||||||||
Total minimum lease payments | 14,757 | ||||||||||||||
Slate Hill, New York Site [Member] | Maximum [Member] | |||||||||||||||
Site Contingency [Line Items] | |||||||||||||||
Annual monitoring costs | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | $ 5 | |
Verona, Missouri Facility [Member] | Dioxin Contamination [Member] | |||||||||||||||
Site Contingency [Line Items] | |||||||||||||||
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 |
FAIR VALUE OF FINANCIAL INSTR58
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Money Market Funds [Member] | Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | $ 777 | $ 776 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - St. Gabriel CC Company, LLC [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Related Party Transaction [Line Items] | |
Finished goods received from related party | $ 4,685 |
Receivable from related party | 3,386 |
Payable to related party | 3,126 |
Related party payables recorded in accrued expenses | 739 |
Services Provided [Member] | |
Related Party Transaction [Line Items] | |
Revenues from related party | 878 |
Raw Materials Sold [Member] | |
Related Party Transaction [Line Items] | |
Revenues from related party | $ 4,348 |