Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2018 | May 01, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ACETO CORP | |
Entity Central Index Key | 2,034 | |
Trading Symbol | acet | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock Shares Outstanding | 30,788,044 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Jun. 30, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 62,032 | $ 55,680 |
Investments | 3,059 | 2,046 |
Trade receivables, less allowance for doubtful accounts (March 31, 2018, $805; June 30, 2017, $485) | 260,168 | 260,889 |
Other receivables | 15,771 | 12,066 |
Inventory | 141,669 | 136,387 |
Prepaid expenses and other current assets | 4,942 | 3,941 |
Deferred income tax asset, net | 546 | |
Total current assets | 487,641 | 471,555 |
Property and equipment, net | 14,002 | 10,428 |
Property held for sale | 6,250 | 7,152 |
Goodwill | 1,939 | 236,970 |
Intangible assets, net | 241,513 | 285,081 |
Deferred income tax asset, net | 70,089 | 19,453 |
Other assets | 9,846 | 7,546 |
TOTAL ASSETS | 831,280 | 1,038,185 |
Current liabilities: | ||
Current portion of long-term debt | 190,723 | 14,466 |
Accounts payable | 125,083 | 90,011 |
Accrued expenses | 119,389 | 118,328 |
Total current liabilities | 435,195 | 222,805 |
Long-term debt, net | 128,697 | 339,200 |
Long-term liabilities | 63,623 | 61,449 |
Environmental remediation liability | 383 | 2,339 |
Deferred income tax liability | 7,325 | |
Total liabilities | 627,898 | 633,118 |
Commitments and contingencies (Note 7) | ||
Shareholders' equity: | ||
Preferred stock, 2,000 shares authorized; no shares issued and outstanding | ||
Common stock, $.01 par value, 75,000 shares authorized; 30,839 and 30,094 shares issued and outstanding at March 31, 2018 and June 30, 2017, respectively | 308 | 301 |
Capital in excess of par value | 221,253 | 214,198 |
Retained (deficit) earnings | (20,354) | 195,680 |
Accumulated other comprehensive income (loss) | 2,175 | (5,112) |
Total shareholders' equity | 203,382 | 405,067 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 831,280 | $ 1,038,185 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2018 | Jun. 30, 2017 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts (in dollars) | $ 805 | $ 485 |
Preferred stock, shares authorized | 2,000 | 2,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 75,000 | 75,000 |
Common stock, shares issued | 30,839 | 30,094 |
Common stock, shares outstanding | 30,839 | 30,094 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||||
Net sales | $ 185,998 | $ 190,128 | $ 542,482 | $ 443,698 |
Cost of sales | 158,302 | 147,809 | 440,833 | 339,735 |
Gross profit | 27,696 | 42,319 | 101,649 | 103,963 |
Selling, general and administrative expenses | 28,029 | 26,519 | 87,241 | 75,614 |
Impairment charges | 256,266 | 256,266 | ||
Research and development expenses | 2,471 | 2,607 | 6,208 | 4,998 |
Operating (loss) income | (259,070) | 13,193 | (248,066) | 23,351 |
Other (expense) income: | ||||
Interest expense | (5,040) | (5,321) | (15,443) | (10,223) |
Interest and other income, net | 1,073 | 640 | 2,111 | 1,230 |
Other (expense) income, Total | (3,967) | (4,681) | (13,332) | (8,993) |
(Loss) income before income taxes | (263,037) | 8,512 | (261,398) | 14,358 |
Income tax (benefit) provision | (66,402) | 2,924 | (51,353) | 4,949 |
Net (loss) income | $ (196,635) | $ 5,588 | $ (210,045) | $ 9,409 |
Basic (loss) income per common share (in dollars per share) | $ (5.57) | $ 0.16 | $ (5.97) | $ 0.30 |
Diluted (loss) income per common share (in dollars per share) | $ (5.57) | $ 0.16 | $ (5.97) | $ 0.30 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 35,304 | 34,769 | 35,162 | 31,453 |
Diluted (in shares) | 35,304 | 35,121 | 35,162 | 31,792 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Comprehensive (loss) Income [Abstract] | ||||
Net (loss) income | $ (196,635) | $ 5,588 | $ (210,045) | $ 9,409 |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustments | 1,941 | 947 | 5,167 | (2,201) |
Change in fair value of interest rate swaps | 1,138 | (249) | 2,120 | (249) |
Comprehensive (loss) income | $ (193,556) | $ 6,286 | $ (202,758) | $ 6,959 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) shares in Thousands, $ in Thousands | 9 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating activities: | ||
Net (loss) income | $ (210,045) | $ 9,409 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 24,608 | 15,301 |
Amortization of debt issuance costs and debt discount | 4,603 | 4,355 |
Amortization of deferred financing costs | 833 | 300 |
Provision for doubtful accounts | 305 | (18) |
Non-cash stock compensation | 6,442 | 5,239 |
Deferred income taxes | (80,207) | 627 |
Environmental charge | 902 | 903 |
Earnings on equity investment in joint venture | (1,990) | (1,558) |
Contingent consideration | (2,505) | |
Impairment charges | 256,266 | |
Changes in assets and liabilities: | ||
Trade accounts receivable | 2,573 | (14,839) |
Other receivables | (3,662) | 1,664 |
Inventory | (3,102) | (3,778) |
Prepaid expenses and other current assets | (927) | (424) |
Other assets | (2,202) | 215 |
Accounts payable | 34,224 | 18,857 |
Accrued expenses and other liabilities | 30,299 | (4,702) |
Net cash provided by operating activities | 56,415 | 31,551 |
Investing activities: | ||
Payment for net assets of business acquired | (270,000) | |
Purchases of investments | (2,880) | (1,824) |
Sales of investments | 1,867 | 775 |
Payments for intangible assets | (779) | (3,077) |
Purchases of property and equipment, net | (4,677) | (1,386) |
Net cash used in investing activities | (6,469) | (275,512) |
Financing activities: | ||
Payment of cash dividends | (5,924) | (5,944) |
Proceeds from exercise of stock options | 595 | 550 |
Excess tax benefit on stock option exercises and restricted stock | 551 | |
Borrowings of bank loans | 265,000 | |
Payment for deferred financing costs | (5,407) | |
Repayment of bank loans | (39,398) | (16,898) |
Net cash (used in) provided by financing activities | (44,727) | 237,852 |
Effect of exchange rate changes on cash | 1,133 | (757) |
Net increase (decrease) in cash | 6,352 | (6,866) |
Cash and cash equivalents at beginning of period | 55,680 | 66,828 |
Cash and cash equivalents at end of period | $ 62,032 | $ 59,962 |
Noncash Investing and Financing Items [Abstract] | ||
Number of shares to be issued | 5,122 | |
Fair value of future issuance of shares | $ 90,400 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | (1) Basis of Presentation The condensed consolidated financial statements of Aceto Corporation and subsidiaries (“Aceto” or the “Company”) included herein have been prepared by the Company and reflect all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for all periods presented. Interim results are not necessarily indicative of results which may be achieved for the full year. The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses reported in those financial statements and the disclosure of contingent assets and liabilities at the date of the financial statements. These judgments can be subjective and complex, and consequently actual results could differ from those estimates and assumptions. The Company’s most critical accounting policies relate to revenue recognition; allowance for doubtful accounts; inventory; goodwill and other indefinite-life intangible assets; long-lived assets; environmental matters and other contingencies; income taxes; stock-based compensation; and purchase price allocation. These condensed consolidated financial statements do not include all disclosures associated with consolidated financial statements prepared in accordance with GAAP. Accordingly, these statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended June 30, 2017, as amended (the “2017 10-K”). |
Business Combinations
Business Combinations | 9 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combinations | (2) Business Combinations On December 21, 2016, wholly owned subsidiaries of Rising Pharmaceuticals, Inc. (“Rising”), a wholly owned subsidiary of Aceto, completed the acquisition of certain generic products and related assets of entities formerly known as Citron Pharma LLC (“Citron”) and its affiliate Lucid Pharma LLC (“Lucid”). Citron was a privately-held New Jersey-based pharmaceutical company focused on developing and marketing generic pharmaceutical products in partnership with leading generic pharmaceutical manufacturers based in India and the United States. Lucid was a privately-held New Jersey-based generic pharmaceutical distributor specializing in providing cost-effective products to various agencies of the U.S. Federal Government including the Veterans Administration and the Defense Logistics Agency. Lucid serviced 18 national contracts with the Federal Government, nearly all of which had 5-year terms. Aceto and Citron possess complementary asset-light business models, drug development and manufacturing partnerships and product portfolios. The Company believes consistent with its strategy of expanding Rising’s portfolio of finished dosage form generic products through product development partnerships and acquisitions of late stage assets, abbreviated new drug applications (“ANDAs”) and complementary generic drug businesses, this transaction significantly expanded its roster of commercialized products and pipeline of products under development. In addition, the Company believes that this product acquisition greatly enhanced its size and stature within the generic pharmaceutical industry, expanded its partnership network and offers the Company opportunities to realize meaningful cost and tax efficiencies. At closing, Aceto paid the sellers $270,000 in cash, committed to make a $50,000 unsecured deferred payment that will bear interest at a rate of 5% per annum to the sellers on December 21, 2021 and agreed to issue 5,122 shares of Aceto common stock beginning on December 21, 2019. The product purchase agreement also provides the sellers with a 5-year potential earn-out of up to an additional $50,000 in cash, based on the financial performance of four pre-specified pipeline products that are currently in development. In the third quarter of fiscal 2018, the Company reversed $2,505 of contingent consideration due to management’s evaluation and assessment of the financial performance of these products. As of March 31, 2018, the Company accrued $663 related to this contingent consideration. Rising formed two subsidiaries to consummate the product acquisition – Rising Health, LLC (which acquired certain products and related assets of Citron) and Acetris Health, LLC (which acquired certain products and related assets of Lucid). |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | (3) Stock-Based Compensation Under the Aceto Corporation 2015 Equity Participation Plan (the “2015 Plan”), grants of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards (“Stock Awards”) may be offered to employees, non-employee directors, consultants and advisors of the Company, including the chief executive officer, chief financial officer and other named executive officers. The maximum number of shares of common stock of the Company that may be issued pursuant to Stock Awards granted under the 2015 Plan will not exceed, in the aggregate, 4,250 shares. Performance-based awards may be granted, vested and paid based on the attainment of specified performance goals. Under the Aceto Corporation 2010 Equity Participation Plan (as amended and restated in 2012, the “2010 Plan”), grants of stock options, restricted stock, restricted stock units, stock appreciation rights, and stock bonuses may be made to employees, non-employee directors and consultants of the Company. The maximum number of shares of common stock of the Company that may be issued pursuant to awards granted under the 2010 Plan will not exceed, in the aggregate, 5,250 shares. In addition, restricted stock may be granted to an eligible participant in lieu of a portion of any annual cash bonus earned by such participant. Such award may include additional shares of restricted stock (premium shares) greater than the portion of bonus paid in restricted stock. The restricted stock award is vested at issuance and the restrictions lapse ratably over a period of years as determined by the Board of Directors, generally three years. The premium shares vest when all the restrictions lapse, provided that the participant remains employed by the Company at that time. During the nine months ended March 31, 2018, the Company granted 490 shares of restricted common stock to its employees that vest over three years and 27 shares of restricted stock to its non-employee directors, which vest over approximately one year. In addition, the Company also issued a target grant of 203 performance-vested restricted stock units, which grant could be as much as 355 units if certain performance criteria and market conditions are met. These performance-vested restricted stock units will cliff vest 100% at the end of the third year following grant in accordance with the performance metrics set forth in the applicable employee performance-vested restricted stock unit grant. During the year ended June 30, 2017, the Company granted 277 shares of restricted common stock to its employees that vest over three years and 22 shares of restricted common stock to its non-employee directors, which vest over approximately one year as well as 42 restricted stock units that have varying vest dates through July 2017. In addition, the Company also issued a target grant of 160 performance-vested restricted stock units, which grant could be as much as 280 if certain performance criteria and market conditions are met. These performance-vested restricted stock units will cliff vest 100% at the end of the third year following grant in accordance with the performance metrics set forth in the applicable employee performance-vested restricted stock unit grant. For the three and nine months ended March 31, 2018, the Company recorded stock-based compensation expense of approximately $1,931 and $6,426, respectively, related to restricted common stock and restricted stock units. Included in the $6,426 for the nine months ended March 31, 2018 is $431 in stock-based compensation expense associated with the retirement of a Chief Financial Officer in March 2018 and $2,017 in stock-based compensation expense associated with the separation of the Company’s former Chief Executive Officer |
Capital Stock
Capital Stock | 9 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Capital Stock | (4) Capital Stock On May 3, 2018, the Company’s Board of Directors declared a quarterly dividend of $0.01 per share which will be paid on June 22, 2018 to shareholders of record as of June 8, 2018. On February 1, 2018, the Company’s Board of Directors declared a regular quarterly dividend of $0.065 per share which was paid on March 23, 2018 to shareholders of record as of March 9, 2018. On December 7, 2017, the Company's Board of Directors declared a regular quarterly dividend of $0.065 per share which was paid on December 28, 2017 to shareholders of record as of December 18, 2017. On August 24, 2017, the Company's Board of Directors declared a regular quarterly dividend of $0.065 per share which was paid on September 21, 2017 to shareholders of record as of September 8, 2017. On May 4, 2017, the Board of Directors of the Company authorized the continuation of the Company’s stock repurchase program, expiring in May 2020. Under the stock repurchase program, the Company is authorized to purchase up to 5,000 shares of common stock in open market or private transactions, at prices not to exceed the market value of the common stock at the time of such purchase. The Company is authorized to issue 75,000 shares of Common Stock and 2,000 shares of Preferred Stock. The Board of Directors has authority under the Company’s Restated Certificate of Incorporation to issue shares of preferred stock with voting and other relative rights to be determined by the Board of Directors. |
Net (Loss) Income Per Common Sh
Net (Loss) Income Per Common Share | 9 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Common Share | (5) Net (Loss) Income Per Common Share Basic income per common share is based on the weighted average number of common shares outstanding during the period. Diluted income per common share includes the dilutive effect of potential common shares outstanding. The following table sets forth the reconciliation of weighted average shares outstanding and diluted weighted average shares outstanding: Nine Months Ended Three Months Ended 2018 2017 2018 2017 Weighted average shares outstanding 35,162 31,453 35,304 34,769 Dilutive effect of stock options and restricted stock awards and units - 339 - 352 Diluted weighted average shares outstanding 35,162 31,792 35,304 35,121 The effect of approximately 100 and 181 common equivalent shares for the three and nine months ended March 31, 2018, respectively, was excluded from the diluted weighted average shares outstanding due to a net loss for the periods. There were 170 and 143 common equivalent shares outstanding for the three and nine months ended March 31, 2018, respectively, that were not included in the calculation of diluted net income per common share because their effect would have been anti-dilutive. The weighted average shares outstanding for the three and nine months ended March 31, 2018 includes the effect of 5,122 shares to be issued beginning on December 21, 2019 in connection with the acquisition of certain products and related assets from Citron and Lucid (see Note 2). The Convertible Senior Notes (see Note 6) will only be included in the dilutive net income per share calculations using the treasury stock method during periods in which the average market price of Aceto’s common stock is above the applicable conversion price of the Convertible Senior Notes, or $33.215 per share, and the impact would not be anti-dilutive. |
Debt
Debt | 9 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | (6) Debt Long-term debt March 31, 2018 June 30, 2017 Convertible Senior Notes, net $ 126,279 $ 121,676 Revolving Bank Loans 62,000 90,000 Term Bank Loans 128,526 139,227 Mortgage 2,615 2,763 319,420 353,666 Less current portion 190,723 14,466 $ 128,697 $ 339,200 Convertible Senior Notes In November 2015, Aceto offered $125,000 aggregate principal amount of Convertible Senior Notes due 2020 (the "Notes") in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. In addition, Aceto granted the initial purchasers for the offering an option to purchase up to an additional $18,750 aggregate principal amount pursuant to the initial purchasers’ option to purchase additional Notes, which was exercised in November 2015. Therefore, the total offering was $143,750 aggregate principal amount. The Notes are unsecured obligations of Aceto and rank senior in right of payment to any of Aceto’s subordinated indebtedness, equal in right of payment to all of Aceto’s unsecured indebtedness that is not subordinated, effectively junior in right of payment to any of Aceto’s secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally junior in right of payment to all indebtedness and other liabilities (including trade payables) of Aceto’s subsidiaries. The Notes will be convertible into cash, shares of Aceto common stock or a combination thereof, at Aceto’s election, upon the satisfaction of specified conditions and during certain periods. The Notes will mature in November 2020. The Notes pay 2.0% interest semi-annually in arrears on May 1 and November 1 of each year, which commenced on May 1, 2016. The Notes are convertible into 4,328 shares of common stock, based on an initial conversion price of $33.215 per share. Holders may convert all or any portion of their notes, in multiples of one thousand dollar principal amount, at their option at any time prior to the close of business on the business day immediately preceding May 1, 2020 only under the following circumstances: (i) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day, (ii) during the five consecutive business day period after any five consecutive trading day period (which is referred to as the “measurement period”) in which the trading price per one thousand dollar principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Aceto’s common stock and the conversion rate on each such trading day; or (iii) upon the occurrence of specified corporate events. Upon conversion by the holders, the Company may elect to settle such conversion in shares of its common stock, cash, or a combination thereof. As a result of its cash conversion option, the Company separately accounted for the value of the embedded conversion option as a debt discount (with an offset to capital in excess of par value). The debt discount is being amortized as additional non-cash interest expense using the effective interest method over the term of the Notes. Debt issuance costs are being amortized as additional non-cash interest expense. In connection with the offering of the Notes, Aceto entered into privately negotiated convertible note hedge transactions with option counterparties, which are affiliates of certain of the initial purchasers. The convertible note hedge transactions are expected generally to reduce the potential dilution to Aceto’s common stock and/or offset any cash payments Aceto is required to make in excess of the principal amount of converted Notes upon any conversion of Notes. Aceto also entered into privately negotiated warrant transactions with the option counterparties. The warrant transactions could separately have a dilutive effect to the extent that the market price per share of Aceto’s common stock as measured over the applicable valuation period at the maturity of the warrants exceeds the applicable strike price of the warrants. By entering into these transactions with the option counterparties, the Company issued convertible debt and a freestanding “call-spread.” The carrying value of the Notes is as follows: March 31, 2018 June 30, 2017 Principal amount $ 143,750 $ 143,750 Unamortized debt discount (15,278 ) (19,255 ) Unamortized debt issuance costs (2,193 ) (2,819 ) Net carrying value $ 126,279 $ 121,676 The following table sets forth the components of total “interest expense” related to the Notes recognized in the accompanying consolidated statements of operations for the three and nine months ended March 31: Nine Months Ended March 31, 2018 Three Months Ended March 31, 2018 Contractual coupon $ 2,127 $ 709 Amortization of debt discount 3,977 1,347 Amortization of debt issuance costs 626 208 $ 6,730 $ 2,264 Credit Facilities On December 21, 2016 the Company entered into a Second Amended and Restated Credit Agreement (the “A&R Credit Agreement”), with eleven banks, which amended and restated in its entirety the Amended and Restated Credit Agreement, dated as of October 28, 2015, as amended by Amendment No. 1 to Amended and Restated Credit Agreement, dated as of November 10, 2015, and Amendment No. 2 to Amended and Restated Credit Agreement, dated as of August 26, 2016 (collectively, the “First Amended Credit Agreement”). The A&R Credit Agreement increased the aggregate available revolving commitment under the First Amended Credit Agreement from $150,000 to an initial aggregate available revolving commitment of $225,000 (the “Initial Revolving Commitment”). Under the A&R Credit Agreement, the Company may borrow, repay and reborrow from and as of December 21, 2016, to but excluding December 21, 2021 (the “Maturity Date”) provided, that if any of the Notes remain outstanding on the date that is 91 days prior to the maturity date of the Notes (the “2015 Convertible Maturity Date”), then the Maturity Date shall mean the date that is 91 days prior to the 2015 Convertible Maturity Date. The A&R Credit Agreement provides for (i) Eurodollar Loans (as such terms are defined in the A&R Credit Agreement), (ii) ABR Loans (as such terms are defined in the A&R Credit Agreement) or (iii) a combination thereof. As of March 31, 2018, the Company borrowed Revolving Loans (as defined under the A&R Credit Agreement) aggregating $62,000 which loans are Eurodollar Loans at interest rates ranging from 3.57% to 3.63% at March 31, 2018. The applicable interest rate margin percentage is subject to adjustment quarterly based upon the Company’s senior secured net leverage ratio. Under the A&R Credit Agreement, the Company also borrowed $150,000 in term loans (the “Initial Term Loan). Subject to certain conditions, including obtaining commitments from existing or prospective lenders, the Company had the right to increase the amount of the Initial Revolving Commitment (each, a “Revolving Facility Increase” and, together with the Initial Revolving Commitment, the “Revolving Commitment”) and/or the Initial Term Loan in an aggregate amount not to exceed $100,000 pursuant to an incremental loan feature in the A&R Credit Agreement. As of March 31, 2018, the remaining amount outstanding under the Initial Term Loan was $131,250 and was payable as a Eurodollar Loan at an interest rate of 4.05%. The proceeds of the Initial Revolving Commitment and Initial Term Loan were used to partially finance the acquisition of generic products and related assets of Citron and its affiliate Lucid, and pay fees and expenses related thereto. The applicable interest rate margin percentage is subject to adjustment quarterly based upon the Company’s senior secured net leverage ratio. The Initial Term Loan is payable as to principal in nineteen consecutive, equal quarterly installments of $3,750, which commenced on March 31, 2017 and will continue each March 31, June 30, September 30 and December 31 thereafter. To the extent not previously paid, the final payment on the Term Loan Maturity Date (as defined in the A&R Credit Agreement) shall be in an amount equal to the then outstanding unpaid principal amount of the Initial Term Loan. The A&R Credit Agreement provides that commercial letters of credit shall be issued to provide the primary payment mechanism in connection with the purchase of any materials, goods or services in the ordinary course of business. The Company had no open letters of credit at March 31, 2018 and June 30, 2017. In accordance with generally accepted accounting principles, deferred financing costs associated with the Initial Term Loan are presented as a direct deduction from the carrying value of the debt liability rather than showing the deferred financing costs as a deferred charge on the balance sheet. In addition, deferred financing costs associated with the Revolving Commitment have been recorded as a deferred charge on the balance sheet. The A&R Credit Agreement provides for a security interest in substantially all the personal property of the Company and certain of its subsidiaries. The A&R Credit Agreement contains several financial covenants including, among other things, maintaining a minimum level of debt service and certain leverage ratios. Under the A&R Credit Agreement, the Company and its subsidiaries are also subject to certain restrictive covenants, including, among other things, covenants governing liens, limitations on indebtedness, limitations on guarantees, limitations on sales of assets and sales of receivables, and limitations on loans and investments. On December 13, 2017, the Company entered into a First Amendment to the Second Amended and Restated Credit Agreement (the “2017 Amendment”), which amended the A&R Credit Agreement. The 2017 Amendment, among other things, contained several amendments to the financial covenants in the A&R Credit Agreement. As of March 31, 2018, the Company was in compliance with all of its financial covenants except for the maximum total net leverage ratio and the minimum debt service coverage ratio. On May 3, 2018, the Company entered into a Second Amendment and Waiver to the Second Amended and Restated Credit Agreement (the “2018 Amendment”). The 2018 Amendment, among other things, contains a waiver of any event of default under the A&R Credit Agreement arising as a result of the non-compliance by the Company with the Total Net Leverage Ratio and Debt Service Coverage Ratio financial covenants, in each case, solely for the fiscal quarter ended March 31, 2018. The Amendment also contains several amendments to the A&R Credit Agreement including, among other things, (a) reducing the available revolving commitment thereunder to $100,000, and (b) during the period commencing on the closing of the 2018 Amendment and ending on the date the Company demonstrates compliance with each financial covenant set forth in the A&R Credit Agreement for the fiscal quarter ending June 30, 2018 (the “Limitation Period”; provided that if the Company is not in compliance with any of the financial covenants set forth in the A&R Credit Agreement for the fiscal quarter ending June 30, 2018, then the Limitation Period shall continue indefinitely): (i) fixing the applicable margin with respect to all loans under the A&R Credit Agreement to the highest level provided under the A&R Credit Agreement, which is 1.50% in the case of ABR Loans (as defined in the A&R Credit Agreement) and 2.50% in the case of Eurodollar Loans (as defined in the A&R Credit Agreement), (ii) fixing the commitment fee on the undrawn revolving commitments under the A&R Credit Agreement to the highest level provided under the A&R Credit Agreement which is 0.40% per annum, (iii) requiring the prior written consent of the Required Lenders (as defined in the A&R Credit Agreement) as a condition precedent to the lenders extending any Loans (as defined in the A&R Credit Agreement) or the issuing banks issuing, amending, renewing or extending any Letter of Credit (as defined in the A&R Credit Agreement), (iv) restricting the amount of dividends or distributions the Company may make to its shareholders to no more than $0.01 per share for the fiscal quarter ending on June 30, 2018 and, during the Limitation Period, restricting the Company from making any other dividends or distributions to its shareholders thereafter and (v) restricting the incurrence of certain indebtedness, limiting acquisitions and other investments and imposing certain other restrictions. In accordance with GAAP, we have classified the indebtedness outstanding under the Company’s credit facility as a current liability as of March 31, 2018. This differs from the customary treatment heretofore applicable to indebtedness outstanding under the Company’s credit facility, in which only the portion of such indebtedness payable within one year from the balance sheet date has been recorded as a current liability. The waiver that the Company has received from its lenders under the credit facility applies solely to the non-compliance with certain financial covenants as of March 31, 2018 and thus does not waive non-compliance with any financial covenants as of June 30, 2018. It is probable that the Company will not comply with certain financial covenants as of June 30, 2018 in the absence of a material change in the Company’s operating results. That probability is the factor that has caused the Company to reclassify its indebtedness Mortgage On June 30, 2011, the Company entered into a mortgage payable for $3,947 on its corporate headquarters, in Port Washington, New York. This mortgage payable is secured by the land and building and is being amortized over a period of 20 years. The mortgage payable, which was modified in October 2013, bears interest at 4.92% per annum as of March 31, 2018 and matures on June 30, 2021. |
Commitments, Contingencies and
Commitments, Contingencies and Other Matters | 9 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Other Matters | (7) Commitments, Contingencies and Other Matters The Company and its subsidiaries are subject to various claims which have arisen in the normal course of business. The Company provides for costs related to contingencies when a loss from such claims is probable and the amount is reasonably determinable. In determining whether it is possible to provide an estimate of loss, or range of possible loss, the Company reviews and evaluates its litigation and regulatory matters on a quarterly basis in light of potentially relevant factual and legal developments. If the Company determines an unfavorable outcome is not probable or reasonably estimable, the Company does not accrue for a potential litigation loss. While the Company has determined that there is a reasonable possibility that a loss has been incurred, no amounts have been recognized in the financial statements, other than what has been discussed below, because the amount of the liability cannot be reasonably estimated at this time. In fiscal years 2011, 2009, 2008 and 2007, the Company received letters from the Pulvair Site Group, a group of potentially responsible parties (PRP Group) who are working with the State of Tennessee (the State) to remediate a contaminated property in Tennessee called the Pulvair site. The PRP Group has alleged that Aceto shipped hazardous substances to the site which were released into the environment. The State had begun administrative proceedings against the members of the PRP Group and Aceto with respect to the cleanup of the Pulvair site and the PRP Group has begun to undertake cleanup. The PRP Group is seeking a settlement of approximately $1,700 from the Company for its share to remediate the site contamination. Although the Company acknowledges that it shipped materials to the site for formulation over twenty years ago, the Company believes that the evidence does not show that the hazardous materials sent by Aceto to the site have significantly contributed to the contamination of the environment and thus believes that, at most, it is a de minimis contributor to the site contamination. Accordingly, the Company believes that the settlement offer is unreasonable. Management believes that the ultimate outcome of this matter will not have a material adverse effect on the Company's financial condition or liquidity. The Company has environmental remediation obligations in connection with Arsynco, Inc. (“Arsynco”), a subsidiary formerly involved in manufacturing chemicals located in Carlstadt, New Jersey, which was closed in 1993 and is currently held for sale. Based on continued monitoring of the contamination at the site and the approved plan of remediation, Arsynco received an estimate from an environmental consultant stating that the costs of remediation could be between $21,500 and $23,300. Remediation commenced in fiscal 2010, and as of March 31, 2018 and June 30, 2017, a liability of $4,495 and $8,451, respectively, is included in the accompanying consolidated balance sheets for this matter. For the nine months ended March 31, 2018, the Company recorded an environmental charge of $902, which is included in selling, general and administrative expenses in the accompanying condensed consolidated statement of operations for the nine months ended March 31, 2018. In accordance with GAAP, management believes that the majority of costs incurred to remediate the site will be capitalized in preparing the property which is currently classified as held for sale. An estimate of the fair value of the property has been determined by a third party real estate professional and supports the assumption that the expected fair value after the remediation is in excess of the amount required to be capitalized. However, these matters, if resolved in a manner different from those assumed in current estimates, could have a material adverse effect on the Company’s financial condition, operating results and cash flows when resolved in a future reporting period. In connection with the environmental remediation obligation for Arsynco, in July 2009, Arsynco entered into a settlement agreement with BASF Corporation (“BASF”), the former owners of the Arsynco property. In accordance with the settlement agreement, BASF paid for a portion of the prior remediation costs and going forward, will co-remediate the property with the Company. The contract requires that BASF pay $550 related to past response costs and pay a proportionate share of the future remediation costs. Accordingly, the Company had recorded a gain of $550 in fiscal 2009. This $550 gain relates to the partial reimbursement of costs of approximately $1,200 that the Company had previously expensed. The Company also recorded an additional receivable from BASF, with an offset against property held for sale, representing its estimated portion of the future remediation costs. The balance of this receivable for future remediation costs as of March 31, 2018 and June 30, 2017 is $2,023 and $3,803, respectively, which is included in the accompanying consolidated balance sheets. In March 2006, Arsynco received notice from the EPA of its status as a PRP under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) for a site described as the Berry’s Creek Study Area (“BCSA”). Arsynco is one of over 150 PRPs which have potential liability for the required investigation and remediation of the site. The estimate of the potential liability is not quantifiable for a number of reasons, including the difficulty in determining the extent of contamination and the length of time remediation may require. In addition, any estimate of liability must also consider the number of other PRPs and their financial strength. In July 2014, Arsynco received notice from the U.S. Department of Interior (“USDOI”) regarding the USDOI’s intent to perform a Natural Resource Damage (NRD) Assessment at the BCSA. Arsynco has to date declined to participate in the development and performance of the NRD assessment process. Based on prior practice in similar situations, it is possible that the State may assert a claim for natural resource damages with respect to the Arsynco site itself, and either the federal government or the State (or both) may assert claims against Arsynco for natural resource damages in connection with Berry's Creek; any such claim with respect to Berry's Creek could also be asserted against the approximately 150 PRPs which the EPA has identified in connection with that site. Any claim for natural resource damages with respect to the Arsynco site itself may also be asserted against BASF, the former owners of the Arsynco property. In September 2012, Arsynco entered into an agreement with three of the other PRPs that had previously been impleaded into New Jersey Department of Environmental Protection, et al. v. Occidental Chemical Corporation, et al., Docket No. ESX-L-9868-05 (the "NJDEP Litigation") and were considering impleading Arsynco into the same proceeding. Arsynco entered into an agreement to avoid impleader. Pursuant to the agreement, Arsynco agreed to (1) a tolling period that would not be included when computing the running of any statute of limitations that might provide a defense to the NJDEP Litigation; (2) the waiver of certain issue preclusion defenses in the NJDEP Litigation; and (3) arbitration of certain potential future liability allocation claims if the other parties to the agreement are barred by a court of competent jurisdiction from proceeding against Arsynco. In July 2015, Arsynco was contacted by an allocation consultant retained by a group of the named PRPs, inviting Arsynco to participate in the allocation among the PRPs’ investigation and remediation costs relating to the BCSA. Arsynco declined that invitation. Since an amount of the liability cannot be reasonably estimated at this time, no accrual is recorded for these potential future costs. The impact of the resolution of this matter on the Company’s results of operations in a particular reporting period is not currently known. A subsidiary of the Company markets certain agricultural protection products which are subject to the Federal Insecticide, Fungicide and Rodenticide Act (FIFRA). FIFRA requires that test data be provided to the EPA to register, obtain and maintain approved labels for pesticide products. The EPA requires that follow-on registrants of these products compensate the initial registrant for the cost of producing the necessary test data on a basis prescribed in the FIFRA regulations. Follow-on registrants do not themselves generate or contract for the data. However, when FIFRA requirements mandate that new test data be generated to enable all registrants to continue marketing a pesticide product, often both the initial and follow-on registrants establish a task force to jointly undertake the testing effort. The Company is presently a member of several such task force groups, which requires payments for such memberships. In addition, in connection with our agricultural protection business, the Company plans to acquire product registrations and related data filed with the United States Environmental Protection Agency to support such registrations and other supporting data for several products. The acquisition of these product registrations and related data filed with the United States Environmental Protection Agency as well as payments to various task force groups could approximate $2,299 through the remainder of fiscal 2018. The Company has been notified by the U.S. government that 11 generic drug products it acquired through its Acetris Health subsidiary in a product purchase agreement with Lucid are not in compliance with the federal Trade Agreement Act (“TAA”) country-of-origin provisions of a clause contained in the government supply contracts acquired from Lucid (the “TAA Notification”). The 11 finished dosage form products purchased by the U.S. government are manufactured by Aurolife Pharma LLC which is located in Dayton, New Jersey using APIs sourced from India. In conjunction with this finding, the U.S. Department of Veterans Affairs (“VA”) requested that Aceto supply new TAA-compliant sources for the referenced products by March 9, 2018 and supply new TAA-compliant drugs to the government purchasers under the contracts by March 26, 2018. The Company was not able to meet these deadlines and thereafter Acetris and the government entered into agreements that provided for a no-cost termination of each of the 11 supply contracts. Under current longstanding law, the government, under the Buy America Act, is permitted to buy domestic end products, including commercial off-the-shelf (“COTS”) products like generic drugs that are manufactured in the U.S. even if their components are not all manufactured in the US. The Company believes that the government was and is permitted to buy Acetris’ products, because they are COTS items manufactured in the U.S. As a result, the Company has disputed the determination that the 11 products sold pursuant to novated contracts with the VA originate in India rather than the United States and [has appealed] the decision that it is not currently compliant with contract sourcing requirements. To further pursue remedies, Aceto has asserted an indemnification claim against the sellers under the product purchase agreement dated December 21, 2016. In addition, the U.S. Defense Logistics Agency, by letter dated April 25, 2018 to Acetris, requested that Acetris seek a ruling from U.S. Customs and Border Protection that seven products specified therein, each of which have APIs sourced from India, are TAA compliant. In March 2018, Sigmapharm Laboratories, LLC (“SigmaPharm”) commenced an action against Rising and the Company in the United States District Court for the Eastern District of Pennsylvania. The complaint arises out of an agreement, effective as of June 22, 2006 (the “SigmaPharm Agreement”), pursuant to which SigmaPharm agreed to supply certain generic pharmaceutical products (the “Products”) to Rising, and Rising in turn agreed to market and distribute the Products in the United States and pay SigmaPharm a share of the profits pursuant to a formula specified in the Agreement. The complaint alleges that Rising and Aceto breached the Agreement by failing to pay or timely make payments due under the Agreement and to disclose certain information to SigmaPharm. The complaint seeks, among other relief, a declaration that the Agreement has been terminated and that SigmaPharm has exclusive marketing and distribution rights to the Products; injunctive relief; and an unspecified amount of damages. The Company intends to vigorously defend the action and assert counterclaims against SigmaPharm in the course of this litigation. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (8) Fair Value Measurements GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly fashion between market participants at the measurement date. GAAP establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs). The hierarchy consists of three levels: Level 1 – Quoted market prices in active markets for identical assets or liabilities; Level 2 – Inputs other than Level 1 inputs that are either directly or indirectly observable; and Level 3 – Unobservable inputs that are not corroborated by market data. On a recurring basis, Aceto measures at fair value certain financial assets and liabilities, which consist of cash equivalents, investments and foreign currency contracts. The Company classifies cash equivalents and investments within Level 1 if quoted prices are available in active markets. Level 1 assets include instruments valued based on quoted market prices in active markets which generally include corporate equity securities publicly traded on major exchanges. Time deposits are very short-term in nature and are accordingly valued at cost plus accrued interest, which approximates fair value, and are classified within Level 2 of the valuation hierarchy. The Company uses foreign currency futures contracts to minimize the risk caused by foreign currency fluctuation on its foreign currency receivables and payables by purchasing futures with one of its financial institutions. Futures are traded on regulated U.S. and international exchanges and represent commitments to purchase or sell a foreign currency at a future date and at a specific price. Aceto’s foreign currency derivative contracts are classified within Level 2 as the fair value of these hedges is primarily based on observable futures foreign exchange rates. At March 31, 2018, the Company had foreign currency contracts outstanding that had a notional amount of $62,350. Unrealized (losses) gains on hedging activities for the three and nine months ended March 31, 2018 was ($34) and $227, respectively. Unrealized gains (losses) on hedging activities for the three and nine months ended March 31, 2017 was $353 and ($230), respectively, and are included in interest and other income, net, in the consolidated statements of operations. The contracts have varying maturities of less than one year. In conjunction with its existing credit agreement (see Note 6), the Company entered an interest rate swap on March 21, 2017 for an additional interest cost of 2.005% on a notional amount of $100,000, which has been designated as a cash flow hedge. The expiration date of this interest rate swap is December 21, 2021. The remaining notional balance of this derivative as of March 31, 2018 is $87,500. The unrealized gain to date associated with this derivative, which is recorded in accumulated other comprehensive income in the consolidated balance sheet at March 31, 2018, is $1,539. Aceto’s interest rate swaps are classified within Level 2 as the fair value of this hedge is primarily based on observable interest rates. At March 31, 2018, the Company had accrued $752 of contingent consideration, $663 of which related to the acquisition of certain products and related assets of Citron and Lucid, which was completed in December 2016 (see Note 2) and $89 of contingent consideration related to a previously acquired company in France. At June 30, 2017, the Company had accrued $2,952 of contingent consideration, $2,807 of which related to the acquisition of certain products and related assets of Citron and Lucid and $145 of contingent consideration related to a previously acquired company in France. The contingent consideration was calculated using the present value of a probability weighted income approach. The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. During the third quarter of fiscal 2018 , Intangibles- Goodwill and Other (Topic 350), The fair value of the Rising reporting unit was estimated using many assumptions and estimates and a market participant approach that directly impacts the results of the testing. In making these assumptions and estimates, the Company used industry accepted valuation models and set criteria that were reviewed and approved by various levels of management. Accordingly, with respect to the third quarter of fiscal 2018, the Company recognized a pre-tax non-cash goodwill impairment charge of $235,110 related to the Rising reporting unit. Long-lived assets and certain identifiable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined such indicators are present and the review indicates that the assets will not be fully recoverable, based on undiscounted estimated cash flows over the remaining amortization periods, their carrying values are reduced to estimated fair value. Measurements based on undiscounted cash flows are Level 3 inputs. As noted above, during the third quarter of fiscal 2018 , The total impairment charges for goodwill and intangibles recorded in the third quarter of fiscal 2018 was $256,266, all of which related to the Rising reporting unit which is part of the Human Health segment. In connection with the acquisition of certain products and related assets of Citron and Lucid (see Note 2), the Company will issue 5,122 shares of Aceto common stock beginning on December 21, 2019. The preliminary fair value of the future issuance of these shares was determined to be $90,400 at the time of the product acquisition after taking into effect that the shares won’t be issued until the third and fourth anniversary of the closing and the present value calculation of dividends. In November 2015, the Company issued $143,750 aggregate principal amount of Notes (see Note 6). Since Aceto has the option to settle the potential conversion of the Notes in cash, the Company separated the embedded conversion option feature from the debt feature and accounts for each component separately, based on the fair value of the debt component assuming no conversion option. The calculation of the fair value of the debt component required the use of Level 3 inputs, and was determined by calculating the fair value of similar non-convertible debt, using a theoretical borrowing rate of 6.5%. The value of the embedded conversion option was determined using an expected present value technique (income approach) to estimate the fair value of similar non-convertible debt onvertible investors’ credit assumptions and high yield bond indices. The Notes approximate a full fair value of $126,600 at March 31, 2018 giving effect to certain factors, including the term of the Notes, current stock price of Aceto stock and effective interest rate. The carrying values of all financial instruments classified as a current asset or current liability are deemed to approximate fair value because of the short maturity of these instruments. The fair values of the Company’s notes receivable and short-term and long-term bank loans were based upon current rates offered for similar financial instruments to the Company. The following tables summarize the valuation of the Company’s financial assets and liabilities which were determined by using the following inputs at March 31, 2018 and June 30, 2017: Fair Value Measurements at March 31, 2018 Using Quoted Prices Significant Significant Unobservable Inputs (Level 3) Total Cash equivalents: Time deposits - $ 2,746 - $ 2,746 Investments: Time deposits - 3,059 - 3,059 Foreign currency contracts-assets (1) - 285 - 285 Foreign currency contracts-liabilities (2) - 318 - 318 Derivative asset for interest rate swap (3) - 1,539 - 1,539 Contingent consideration (4) - - $ 752 752 (1) Included in “Other receivables” in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2018. (2) Included in “Accrued expenses” in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2018. (3) Included in “Other assets” in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2018. (4) $89 included in “Accrued expenses” and $663 included in “Long-term liabilities” in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2018. Fair Value Measurements at June 30, 2017 Using Quoted Prices Significant Significant Unobservable (Level 3) Total Cash equivalents: Time deposits - $ 5,781 - $ 5,781 Investments: Time deposits - 2,046 - 2,046 Foreign currency contracts-assets (5) - 486 - 486 Foreign currency contracts-liabilities (6) - 137 - 137 Derivative liability for interest rate swap (7) - 581 - 581 Contingent consideration (8) - - $ 2,952 2,952 (5) Included in “Other receivables” in the accompanying Condensed Consolidated Balance Sheet as of June 30, 2017. (6) Included in “Accrued expenses” in the accompanying Condensed Consolidated Balance Sheet as of June 30, 2017. (7) Included in “Long-term liabilities” in the accompanying Condensed Consolidated Balance Sheet as of June 30, 2017. (8) $145 included in “Accrued expenses” and $2,807 included in “Long-term liabilities” in the accompanying Condensed Consolidated Balance Sheet as of June 30, 2017. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Mar. 31, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | (9) Recent Accounting Pronouncements In February 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting, In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business, In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Assets. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330) Simplifying the Measurement of Inventory. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), Revenue from Contracts with Customers - Deferral of the Effective Date Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Revenue from Contracts with Customers - Identifying Performance Obligations and Licensing, Revenue from Contracts with Customers - Narrow Scope Improvements and Practical Expedients Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers |
Segment Information
Segment Information | 9 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | (10) Segment Information The Company's business is organized along product lines into three principal segments: Human Health, Pharmaceutical Ingredients and Performance Chemicals. Human Health Pharmaceutical Ingredients – Performance Chemicals Agricultural Protection Products include herbicides, fungicides and insecticides that control weed growth as well as control the spread of insects and other microorganisms that can severely damage plant growth. The Company's chief operating decision maker evaluates performance of the segments based on net sales, gross profit and income before income taxes. Unallocated corporate amounts are deemed by the Company as administrative, oversight costs, not managed by the segment managers. The Company does not allocate assets by segment because the chief operating decision maker does not review the assets by segment to assess the segments' performance, as the assets are managed on an entity-wide basis. During all periods presented, our chief operating decision maker has been the Chief Executive Officer of the Company. In accordance with GAAP, the Company has aggregated certain operating segments into reportable segments because they have similar economic characteristics, and the operating segments are similar in all of the following areas: (a) the nature of the products and services; (b) the nature of the production processes; (c) the type or class of customer for their products and services; (d) the methods used to distribute their products or provide their services; and (e) the nature of the regulatory environment. Nine months Ended March 31, 2018 and 2017 Human Pharmaceutical Performance Chemicals Unallocated Consolidated 2018 Net sales $ 301,407 $ 113,406 $ 127,669 $ - $ 542,482 Gross profit 57,080 17,259 27,310 - 101,649 (Loss) income before income taxes (258,172 )* 5,795 14,121 (23,142 ) (261,398 ) 2017 Net sales $ 201,686 $ 121,253 $ 120,759 $ - $ 443,698 Gross profit 56,424 19,867 27,672 - 103,963 Income (loss) before income taxes 13,912 7,299 13,599 (20,452 ) 14,358 * Includes goodwill impairment charge of $235,110. See Note 8 Fair Value Measurements for details. Three months Ended March 31, 2018 and 2017 Human Health Pharmaceutical Ingredients Performance Chemicals Unallocated Corporate Consolidated Totals 2018 Net sales $ 91,926 $ 43,201 $ 50,871 $ - $ 185,998 Gross profit 9,535 7,038 11,123 - 27,696 (Loss) income before income taxes (265,486 )* 2,987 6,699 (7,237 ) (263,037 ) 2017 Net sales $ 99,816 $ 43,821 $ 46,491 $ - $ 190,128 Gross profit 25,300 7,255 9,764 - 42,319 Income (loss) before income taxes 5,007 3,036 5,034 (4,565 ) 8,512 * Includes goodwill impairment charge of $235,110. See Note 8 Fair Value Measurements for details. |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (11) Income Taxes On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“the TCJA”) was signed by the U.S. President, which enacted various changes to the U.S. corporate tax law. Some of the most significant provisions impacting corporations include a reduced U.S. corporate income tax rate from 35% to 21% effective in 2018, a one-time "deemed repatriation" tax on unremitted earnings accumulated in non-U.S. jurisdictions, limitation on deductibility of interest, the transition of U.S. international taxation from a worldwide tax system to a territorial tax system and other provisions. U.S. GAAP accounting for income taxes requires that Aceto record the impacts of any tax law change on the Company’s deferred income taxes in the quarter that the tax law change is enacted. Due to the complexities involved in accounting for the enactment of the TCJA, SEC Staff Accounting Bulletin (“SAB”) 118 allows Aceto to provide a provisional estimate of the impacts of the TCJA in its earnings for the fiscal year ended June 30, 2018. Accordingly, based on currently available information, the Company recorded additional income tax expense of $12,720 for the nine months ended March 31, 2018. This charge is comprised of $3,342 related to the remeasurement of Aceto’s deferred tax assets arising from a lower U.S. corporate tax rate, $7,012 related to the deemed repatriation of unremitted earnings of foreign subsidiaries and $2,366 related to deferred tax liabilities for local tax authorities as the Company no longer asserts permanent reinvestment of its undistributed non-U.S. subsidiaries' earnings. Additional impacts from the enactment of the TCJA will be recorded as they are identified during the measurement period ending no later than December 22, 2018 as provided for in SAB 118. The charge recorded in the nine months ended March 31, 2018 represents the Company’s best estimate of the impact of the TCJA. The Company will continue to evaluate the interpretations and assumptions made, guidance that may be issued and actions the Company may take as a result of the TCJA, which could materially change this estimate in 2018 as new information becomes available. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | (12) Subsequent Events On April 18, 2018, the Company issued a press release announcing, among other things, that (i) it was negotiating with its bank lenders a waiver of its credit agreement with respect to its total net leverage and debt service coverage financial covenants in the fiscal third quarter, (ii) the financial guidance issued on February 1, 2018 should no longer be relied upon, (iii) the Company anticipated recording substantial non-cash intangible asset impairment charges as described herein and (iv) the resignation of Edward Borkowski as its chief financial officer. Subsequently, the market price of the Company’s common stock declined significantly and several law firms publicly announced that they were investigating alleged violations of law associated with the matters described in the Company’s press release. Thereafter, Aceto and certain related individuals have been named as defendants in civil lawsuits In connection with the Department of Justice’s ongoing investigation into marketing and pricing practices throughout the generic pharmaceutical industry, the Company has received a subpoena from the Antitrust Division of the U.S. Department of Justice (the “DOJ”). The Company is one of many operating companies in the generic pharmaceutical industry to receive a subpoena from the DOJ relating to its years-long investigation into the industry. The Company is currently preparing its response to the subpoena. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements of Aceto Corporation and subsidiaries (“Aceto” or the “Company”) included herein have been prepared by the Company and reflect all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for all periods presented. Interim results are not necessarily indicative of results which may be achieved for the full year. The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses reported in those financial statements and the disclosure of contingent assets and liabilities at the date of the financial statements. These judgments can be subjective and complex, and consequently actual results could differ from those estimates and assumptions. The Company’s most critical accounting policies relate to revenue recognition; allowance for doubtful accounts; inventory; goodwill and other indefinite-life intangible assets; long-lived assets; environmental matters and other contingencies; income taxes; stock-based compensation; and purchase price allocation. These condensed consolidated financial statements do not include all disclosures associated with consolidated financial statements prepared in accordance with GAAP. Accordingly, these statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended June 30, 2017, as amended (the “2017 10-K”). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting, In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business, In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Assets. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330) Simplifying the Measurement of Inventory. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), Revenue from Contracts with Customers - Deferral of the Effective Date Revenue from Contracts with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Revenue from Contracts with Customers - Identifying Performance Obligations and Licensing, Revenue from Contracts with Customers - Narrow Scope Improvements and Practical Expedients Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers |
Net (Loss) Income Per Common 20
Net (Loss) Income Per Common Share (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of reconciliation of weighted average shares outstanding and diluted weighted average shares outstanding | Nine Months Ended Three Months Ended 2018 2017 2018 2017 Weighted average shares outstanding 35,162 31,453 35,304 34,769 Dilutive effect of stock options and restricted stock awards and units - 339 - 352 Diluted weighted average shares outstanding 35,162 31,792 35,304 35,121 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | March 31, June 30, Convertible Senior Notes, net $ 126,279 $ 121,676 Revolving Bank Loans 62,000 90,000 Term Bank Loans 128,526 139,227 Mortgage 2,615 2,763 319,420 353,666 Less current portion 190,723 14,466 $ 128,697 $ 339,200 |
Schedule of carrying value of notes | March 31, June 30, Principal amount $ 143,750 $ 143,750 Unamortized debt discount (15,278 ) (19,255 ) Unamortized debt issuance costs (2,193 ) (2,819 ) Net carrying value $ 126,279 $ 121,676 |
Schedule of components of total interest expense related to notes | Nine Months Ended Three Months Ended Contractual coupon $ 2,127 $ 709 Amortization of debt discount 3,977 1,347 Amortization of debt issuance costs 626 208 $ 6,730 $ 2,264 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of valuation of financial assets and liabilities | Fair Value Measurements at March 31, 2018 Using Quoted Prices Significant Significant Total Cash equivalents: Time deposits - $ 2,746 - $ 2,746 Investments: Time deposits - 3,059 - 3,059 Foreign currency contracts-assets (1) - 285 - 285 Foreign currency contracts-liabilities (2) - 318 - 318 Derivative asset for interest rate swap (3) - 1,539 - 1,539 Contingent consideration (4) - - $ 752 752 (1) Included in “Other receivables” in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2018. (2) Included in “Accrued expenses” in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2018. (3) Included in “Other assets” in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2018. (4) $89 included in “Accrued expenses” and $663 included in “Long-term liabilities” in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2018. Fair Value Measurements at June 30, 2017 Using Quoted Prices Significant Significant Total Cash equivalents: Time deposits - $ 5,781 - $ 5,781 Investments: Time deposits - 2,046 - 2,046 Foreign currency contracts-assets (5) - 486 - 486 Foreign currency contracts-liabilities (6) - 137 - 137 Derivative liability for interest rate swap ( 7 - 581 - 581 Contingent consideration (8) - - $ 2,952 2,952 (5) Included in “Other receivables” in the accompanying Condensed Consolidated Balance Sheet as of June 30, 2017. (6) Included in “Accrued expenses” in the accompanying Condensed Consolidated Balance Sheet as of June 30, 2017. (7) Included in “Long-term liabilities” in the accompanying Condensed Consolidated Balance Sheet as of June 30, 2017. (8) $145 included in “Accrued expenses” and $2,807 included in “Long-term liabilities” in the accompanying Condensed Consolidated Balance Sheet as of June 30, 2017. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of segment performance measures | Nine months Ended March 31, 2018 and 2017 Human Pharmaceutical Performance Chemicals Unallocated Consolidated 2018 Net sales $ 301,407 $ 113,406 $ 127,669 $ - $ 542,482 Gross profit 57,080 17,259 27,310 - 101,649 (Loss) income before income taxes (258,172 )* 5,795 14,121 (23,142 ) (261,398 ) 2017 Net sales $ 201,686 $ 121,253 $ 120,759 $ - $ 443,698 Gross profit 56,424 19,867 27,672 - 103,963 Income (loss) before income taxes 13,912 7,299 13,599 (20,452 ) 14,358 * Includes goodwill impairment charge of $235,110. See Note 8 Fair Value Measurements for details. Three months Ended March 31, 2018 and 2017 Human Health Pharmaceutical Ingredients Performance Chemicals Unallocated Corporate Consolidated Totals 2018 Net sales $ 91,926 $ 43,201 $ 50,871 $ - $ 185,998 Gross profit 9,535 7,038 11,123 - 27,696 (Loss) income before income taxes (265,486 )* 2,987 6,699 (7,237 ) (263,037 ) 2017 Net sales $ 99,816 $ 43,821 $ 46,491 $ - $ 190,128 Gross profit 25,300 7,255 9,764 - 42,319 Income (loss) before income taxes 5,007 3,036 5,034 (4,565 ) 8,512 * Includes goodwill impairment charge of $235,110. See Note 8 Fair Value Measurements for details. |
Business Combinations (Narrativ
Business Combinations (Narrative) (Detail) shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Dec. 21, 2016USD ($)ContractSubsidiaryshares | Mar. 31, 2018USD ($)shares | Mar. 31, 2018USD ($)shares | Mar. 31, 2017USD ($) | Jun. 30, 2017USD ($) | |
Business Acquisition [Line Items] | |||||
Cash paid | $ 270,000 | ||||
Number of shares to be issued | shares | 5,122 | ||||
Amount of contingent consideration reversed | $ (2,505) | ||||
Contingent consideration | $ 752 | $ 752 | $ 2,952 | ||
Citron and Lucid | |||||
Business Acquisition [Line Items] | |||||
Number of national contracts with the Federal Government | Contract | 18 | ||||
Term of national contracts | 5 years | ||||
Cash paid | $ 270,000 | ||||
Deferred payment | $ 50,000 | ||||
Interest rate | 5.00% | ||||
Number of shares to be issued | shares | 5,122 | 5,122 | 5,122 | ||
Purchase price, earn-out period | 5 years | ||||
Purchase price, earn-out amount | $ 50,000 | ||||
Amount of contingent consideration reversed | $ 2,505 | ||||
Contingent consideration | $ 663 | $ 663 | $ 2,807 | ||
Rising Pharmaceuticals, Inc. | |||||
Business Acquisition [Line Items] | |||||
Number of subsidiary | Subsidiary | 2 |
Stock Based Compensation (Narra
Stock Based Compensation (Narrative) (Detail) - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2017 | Dec. 15, 2015 | Dec. 06, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ 6,442 | $ 5,239 | |||||||
Total unrecognized stock-based compensation cost | $ 7,864 | $ 7,864 | $ 7,864 | ||||||
2015 Equity Participation Plan (the "2015 Plan") | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Maximum number of shares of common stock that may be issued | 4,250 | ||||||||
2010 Equity Participation Plan (as amended and restated in 2012, the "2010 Plan") | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Maximum number of shares of common stock that may be issued | 5,250 | ||||||||
Restricted stock | Employees | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock granted, shares | 490 | 277 | |||||||
Restricted stock, vesting period | 3 years | 3 years | |||||||
Restricted stock | Non-employee directors | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock granted, shares | 27 | 22 | |||||||
Restricted stock, vesting period | 1 year | 1 year | |||||||
Restricted stock units | Employees | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock granted, shares | 42 | ||||||||
Performance-vested restricted stock units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock granted, shares | 203 | 160 | |||||||
Restricted stock, vesting period | 3 years | 3 years | |||||||
Upper limit of target grant, shares | 355 | 280 | |||||||
Performance-vested restricted stock units, vesting percentage at the end of third year | 100.00% | 100.00% | |||||||
Restricted common stock and restricted stock units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ 1,931 | $ 1,506 | $ 6,426 | $ 5,213 | |||||
Restricted common stock and restricted stock units | Chief financial officer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ 431 | ||||||||
Restricted common stock and restricted stock units | Chief executive officer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ 2,017 |
Capital Stock (Narrative) (Deta
Capital Stock (Narrative) (Detail) - $ / shares shares in Thousands | May 03, 2018 | Feb. 01, 2018 | Dec. 07, 2017 | Aug. 24, 2017 | Mar. 31, 2018 | Jun. 30, 2017 | May 04, 2017 |
Dividends Payable [Line Items] | |||||||
Common stock, shares authorized | 75,000 | 75,000 | |||||
Preferred stock, shares authorized | 2,000 | 2,000 | |||||
Dividends declared, per share amount | $ 0.065 | $ 0.065 | $ 0.065 | ||||
Dividends declared, date of declaration | Feb. 1, 2018 | Dec. 7, 2017 | Aug. 24, 2017 | ||||
Dividend paid, date | Mar. 23, 2018 | Dec. 28, 2017 | Sep. 21, 2018 | ||||
Dividends declared, date of record | Mar. 9, 2018 | Dec. 18, 2017 | Sep. 8, 2017 | ||||
Subsequent event | |||||||
Dividends Payable [Line Items] | |||||||
Dividends declared, per share amount | $ 0.01 | ||||||
Dividends declared, date of declaration | May 3, 2018 | ||||||
Dividends payable, date to be paid | Jun. 22, 2018 | ||||||
Dividends declared, date of record | Jun. 8, 2018 | ||||||
Stock repurchase program | |||||||
Dividends Payable [Line Items] | |||||||
Number of shares authorized to be repurchased | 5,000 |
Net (Loss) Income Per Common 27
Net (Loss) Income Per Common Share (Reconciliation of Weighted Average Shares Outstanding and Diluted Weighted Average Shares Outstanding) (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||||
Weighted average shares outstanding | 35,304 | 34,769 | 35,162 | 31,453 |
Dilutive effect of stock options and restricted stock awards and units | 0 | 352 | 0 | 339 |
Diluted weighted average shares outstanding | 35,304 | 35,121 | 35,162 | 31,792 |
Net (Loss) Income Per Common 28
Net (Loss) Income Per Common Share (Narrative) (Detail) - $ / shares shares in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Dec. 21, 2016 | Mar. 31, 2018 | Mar. 31, 2018 | Nov. 30, 2015 | |
Net Income Per Common Share [Line Items] | ||||
Number of shares issued in connection with acquisition included in weighted average shares outstanding | 5,122 | |||
Common equivalent shares excluded from computation of earnings per share due to net loss | 100 | 181 | ||
Antidilutive securities excluded from computation of earnings per share | 170 | 143 | ||
Citron and Lucid | ||||
Net Income Per Common Share [Line Items] | ||||
Number of shares issued in connection with acquisition included in weighted average shares outstanding | 5,122 | 5,122 | 5,122 | |
Convertible Senior Notes | ||||
Net Income Per Common Share [Line Items] | ||||
Senior notes, initial conversion price per share | $ 33.215 |
Debt (Summary of Long-term Debt
Debt (Summary of Long-term Debt) (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Jun. 30, 2017 |
Debt Instrument [Line Items] | ||
Mortgage | $ 2,615 | $ 2,763 |
Long-term debt including current portion | 319,420 | 353,666 |
Less current portion | 190,723 | 14,466 |
Long-term debt, net | 128,697 | 339,200 |
Convertible Senior Notes, net | ||
Debt Instrument [Line Items] | ||
Long-term debt including current portion | 126,279 | 121,676 |
Revolving Bank Loans | ||
Debt Instrument [Line Items] | ||
Long-term debt including current portion | 62,000 | 90,000 |
Term Bank Loans | ||
Debt Instrument [Line Items] | ||
Long-term debt including current portion | $ 128,526 | $ 139,227 |
Debt (Summary carrying value of
Debt (Summary carrying value of Notes) (Detail 1) - USD ($) $ in Thousands | Mar. 31, 2018 | Jun. 30, 2017 |
Debt Instrument [Line Items] | ||
Net carrying value | $ 319,420 | $ 353,666 |
Convertible Senior Notes, net | ||
Debt Instrument [Line Items] | ||
Principal amount | 143,750 | 143,750 |
Unamortized debt discount | (15,278) | (19,255) |
Unamortized debt issuance costs | (2,193) | (2,819) |
Net carrying value | $ 126,279 | $ 121,676 |
Debt (Summary interest expense
Debt (Summary interest expense related to notes recognized) (Detail 2) - Interest expense - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 31, 2018 | Mar. 31, 2018 | |
Debt Instrument [Line Items] | ||
Contractual coupon | $ 709 | $ 2,127 |
Amortization of debt discount | 1,347 | 3,977 |
Amortization of debt issuance costs | 208 | 626 |
Interest expense | $ 2,264 | $ 6,730 |
Debt (Narrative) (Detail)
Debt (Narrative) (Detail) $ / shares in Units, Share in Thousands, $ in Thousands | 1 Months Ended | 9 Months Ended |
Nov. 30, 2015USD ($)Share$ / shares | Mar. 31, 2018USD ($)Day | |
Debt Instrument [Line Items] | ||
Aggregate principal amount of notes | $ 143,750 | |
Convertible Senior Notes due 2020 (the "Notes") | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount of notes | 125,000 | |
Aggregate principal amount of additional convertible debt | 18,750 | |
Aggregate proceeds from convertible senior notes | $ 143,750 | |
Debt interest rate | 2.00% | |
Number of common stock issue in conversion debt | Share | 4,328 | |
Senior notes, initial conversion price per share | $ / shares | $ 33.215 | |
Threshold multiple for debt conversion of notes | $ 1,000 | |
Threshold trading days for convertible debt | Day | 20 | |
Threshold consecutive trading days for convertible debt | Day | 30 | |
Percentage of minimum stock price trigger for conversion | 130.00% | |
Maximum calculated percentage to which trading price of notes is compared in order to trigger conversion feature of notes | 98.00% |
Debt (Narrative) (Detail 1)
Debt (Narrative) (Detail 1) $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Dec. 21, 2016USD ($)Entity | Mar. 31, 2018USD ($)Installment | Jun. 30, 2017USD ($) | Aug. 26, 2016USD ($) | |
Debt Instrument [Line Items] | ||||
Borrowed loans | $ 319,420 | $ 353,666 | ||
Amended and Restated Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Number of banks | Entity | 11 | |||
Revolving Bank Loans | ||||
Debt Instrument [Line Items] | ||||
Borrowed loans | $ 62,000 | 90,000 | ||
Revolving Bank Loans | Amended and Restated Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Aggregate revolving commitment | $ 225,000 | $ 150,000 | ||
Maturity date description | Maturity Date shall mean the date that is 91 days prior to the 2015 Convertible Maturity Date | |||
Revolving Bank Loans | Amended and Restated Credit Agreement | Eurodollar Loan | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 3.57% | |||
Revolving Bank Loans | Amended and Restated Credit Agreement | Eurodollar Loan | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 3.63% | |||
Initial Term Loan | ||||
Debt Instrument [Line Items] | ||||
Borrowed loans | $ 128,526 | $ 139,227 | ||
Number of installments | Installment | 19 | |||
Frequency of periodic payment | Quarterly | |||
Principal payment | $ 3,750 | |||
Initial Term Loan | Amended and Restated Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Borrowed loans | 150,000 | |||
Aggregate amount increase | 100,000 | |||
Remaining amount outstanding | $ 131,250 | |||
Initial Term Loan | Amended and Restated Credit Agreement | Eurodollar Loan | ||||
Debt Instrument [Line Items] | ||||
Debt interest rate | 4.05% |
Debt (Narrative) (Detail 2)
Debt (Narrative) (Detail 2) - 2018 Amendment - Subsequent event $ in Thousands | 1 Months Ended |
May 03, 2018USD ($) | |
ABR Loans | |
Line of Credit Facility [Line Items] | |
Debt interest rate | 1.50% |
Eurodollar Loan | |
Line of Credit Facility [Line Items] | |
Debt interest rate | 2.50% |
Revolving Bank Loans | |
Line of Credit Facility [Line Items] | |
Available revolving commitment | $ 100,000 |
Dividend restrictions | Restricting the amount of dividends or distributions the Company may make to its shareholders to no more than $0.01 per share for the fiscal quarter ending on June 30, 2018 and, during the Limitation Period, restricting the Company from making any other dividends or distributions to its shareholders thereafter |
Undrawn revolving commitments | ABR Loans | |
Line of Credit Facility [Line Items] | |
Commitment fee percentage | 0.40% |
Debt (Narrative) (Detail 3)
Debt (Narrative) (Detail 3) - USD ($) $ in Thousands | 1 Months Ended | ||
Jun. 30, 2011 | Mar. 31, 2018 | Jun. 30, 2017 | |
Debt Instrument [Line Items] | |||
Mortgage payable | $ 2,615 | $ 2,763 | |
Mortgage payable | |||
Debt Instrument [Line Items] | |||
Mortgage payable | $ 3,947 | ||
Mortgage payable, amortization period | 20 years | ||
Debt interest rate | 4.92% |
Commitments, Contingencies an36
Commitments, Contingencies and Other Matters (Narrative) (Detail) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2018USD ($)Entity | Mar. 31, 2017USD ($) | Jun. 30, 2009USD ($) | Jun. 30, 2017USD ($) | |
Commitments and Contingencies Disclosure [Line Items] | ||||
Environmental charge | $ 902 | $ 903 | ||
PRP Group | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Loss contingency, damages sought | 1,700 | |||
Arsynco | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Accrual for environmental loss contingencies | 4,495 | $ 8,451 | ||
Arsynco | Minimum | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Estimated cost of environmental remediation obligations | 21,500 | |||
Arsynco | Maximum | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Estimated cost of environmental remediation obligations | 23,300 | |||
BASF | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Partial reimbursement of environmental remediation costs previously expensed | $ 550 | |||
Gain related to partial reimbursement | 550 | |||
Environmental remediation costs expensed in prior years | $ 1,200 | |||
Future remediation costs receivable | 2,023 | $ 3,803 | ||
Subsidiary | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Amount expected to be paid for product registrations and various task force groups | $ 2,299 | |||
Berry's Creek Study Area | Arsynco | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Number of potentially responsible parties | Entity | 150 |
Fair Value Measurements (Summar
Fair Value Measurements (Summary of Valuation of Financial Assets and Liabilities) (Detail 1) - Fair Value Measurement - USD ($) $ in Thousands | Mar. 31, 2018 | Jun. 30, 2017 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Foreign currency contracts-assets | $ 285 | [1] | $ 486 | [2] | |
Foreign currency contracts-liabilities | 318 | [3] | 137 | [4] | |
Derivative asset for interest rate swap | [5] | 1,539 | |||
Derivative liability for interest rate swap | [6] | 581 | |||
Contingent consideration | 752 | [7] | 2,952 | [8] | |
Time deposits | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash equivalents | 2,746 | 5,781 | |||
Investments | 3,059 | 2,046 | |||
Quoted Prices in Active Markets (Level 1) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Foreign currency contracts-assets | 0 | [1] | 0 | [2] | |
Foreign currency contracts-liabilities | 0 | [3] | 0 | [4] | |
Derivative asset for interest rate swap | [5] | 0 | |||
Derivative liability for interest rate swap | [6] | 0 | |||
Contingent consideration | 0 | [7] | 0 | [8] | |
Quoted Prices in Active Markets (Level 1) | Time deposits | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash equivalents | 0 | 0 | |||
Investments | 0 | 0 | |||
Significant Other Observable Inputs (Level 2) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Foreign currency contracts-assets | 285 | [1] | 486 | [2] | |
Foreign currency contracts-liabilities | 318 | [3] | 137 | [4] | |
Derivative asset for interest rate swap | [5] | 1,539 | |||
Derivative liability for interest rate swap | [6] | 581 | |||
Contingent consideration | 0 | [7] | 0 | [8] | |
Significant Other Observable Inputs (Level 2) | Time deposits | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash equivalents | 2,746 | 5,781 | |||
Investments | 3,059 | 2,046 | |||
Significant Unobservable Inputs (Level 3) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Foreign currency contracts-assets | 0 | [1] | 0 | [2] | |
Foreign currency contracts-liabilities | 0 | [3] | 0 | [4] | |
Derivative asset for interest rate swap | [5] | 0 | |||
Derivative liability for interest rate swap | [6] | 0 | |||
Contingent consideration | 752 | [7] | 2,952 | [8] | |
Significant Unobservable Inputs (Level 3) | Time deposits | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash equivalents | 0 | 0 | |||
Investments | $ 0 | $ 0 | |||
[1] | Included in "Other receivables" in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2018. | ||||
[2] | Included in "Other receivables" in the accompanying Condensed Consolidated Balance Sheet as of June 30, 2017. | ||||
[3] | Included in "Accrued expenses" in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2018. | ||||
[4] | Included in "Accrued expenses" in the accompanying Condensed Consolidated Balance Sheet as of June 30, 2017. | ||||
[5] | Included in "Other assets" in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2018. | ||||
[6] | Included in "Long-term liabilities" in the accompanying Condensed Consolidated Balance Sheet as of June 30, 2017. | ||||
[7] | $89 included in "Accrued expenses" and $663 included in "Long-term liabilities" in the accompanying Condensed Consolidated Balance Sheet as of March 31, 2018. | ||||
[8] | $145 included in "Accrued expenses" and $2,807 included in "Long-term liabilities" in the accompanying Condensed Consolidated Balance Sheet as of June 30, 2017. |
Fair Value Measurements (Parent
Fair Value Measurements (Parentheticals) (Summary of Valuation of Financial Assets and Liabilities) (Detail 1) - USD ($) $ in Thousands | Mar. 31, 2018 | Jun. 30, 2017 |
Accrued expenses | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 89 | $ 145 |
Long-term liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 663 | $ 2,807 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Detail) - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Mar. 21, 2017 | Dec. 21, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2017 | Nov. 30, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Unrealized gain on interest rate swap | $ 1,539 | |||||||
Accrued contingent consideration | $ 752 | 752 | $ 2,952 | |||||
Impairment charges for goodwill and intangibles | 256,266 | $ 256,266 | ||||||
Number of shares to be issued | 5,122 | |||||||
Aggregate principal amount of notes | $ 143,750 | |||||||
Theoretical borrowing rate used to calculate fair value of debt | 6.50% | |||||||
Fair value of the notes | 126,600 | $ 126,600 | ||||||
Fair value of future issuance of shares | 90,400 | 90,400 | ||||||
Human Health Segment - Rising Reporting Unit | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Goodwill impairment charge | 235,110 | 235,110 | ||||||
Impairment charges for goodwill and intangibles | 256,266 | 256,266 | ||||||
Human Health Segment - Rising Pharma | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Intangible asset and recognized an impairment charge | 5,745 | 5,745 | ||||||
Customer relationships | Human Health Segment - Acetris Health | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Intangible asset and recognized an impairment charge | 15,411 | 15,411 | ||||||
Foreign currency contract | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Derivative, notional amount | 62,350 | 62,350 | ||||||
Unrealized gains (losses) on hedging activities | (34) | $ 353 | 227 | $ (230) | ||||
Cash flow hedging | December 21, 2021 | Interest rate swap | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Additional interest cost rate of derivative | 2.005% | |||||||
Derivative, notional amount | $ 100,000 | |||||||
Derivative, expiration date | Dec. 21, 2021 | |||||||
Notional balance of derivative | 87,500 | 87,500 | ||||||
France Company | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Accrued contingent consideration | 89 | 89 | 145 | |||||
Citron and Lucid | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Accrued contingent consideration | $ 663 | $ 663 | $ 2,807 | |||||
Number of shares to be issued | 5,122 | 5,122 | 5,122 |
Recent Accounting Pronounceme40
Recent Accounting Pronouncements (Narrative) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Income tax (benefit) provision | $ (66,402) | $ 2,924 | $ (51,353) | $ 4,949 |
ASU 2016-09 Adjustment | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Income tax (benefit) provision | $ 420 | $ 1,521 | ||
Effect on financial statements | Yes |
Segment Information (Summary of
Segment Information (Summary of Segment Perfomance Measures by Segment) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |||
Segment Reporting Information [Line Items] | ||||||
Net sales | $ 185,998 | $ 190,128 | $ 542,482 | $ 443,698 | ||
Gross profit | 27,696 | 42,319 | 101,649 | 103,963 | ||
(Loss) income before income taxes | (263,037) | 8,512 | (261,398) | 14,358 | ||
Operating Segments | Human Health | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 91,926 | 99,816 | 301,407 | 201,686 | ||
Gross profit | 9,535 | 25,300 | 57,080 | 56,424 | ||
(Loss) income before income taxes | (265,486) | [1] | 5,007 | (258,172) | [1] | 13,912 |
Operating Segments | Pharmaceutical Ingredients | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 43,201 | 43,821 | 113,406 | 121,253 | ||
Gross profit | 7,038 | 7,255 | 17,259 | 19,867 | ||
(Loss) income before income taxes | 2,987 | 3,036 | 5,795 | 7,299 | ||
Operating Segments | Performance Chemicals | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 50,871 | 46,491 | 127,669 | 120,759 | ||
Gross profit | 11,123 | 9,764 | 27,310 | 27,672 | ||
(Loss) income before income taxes | 6,699 | 5,034 | 14,121 | 13,599 | ||
Unallocated Corporate | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 0 | 0 | 0 | 0 | ||
Gross profit | 0 | 0 | 0 | 0 | ||
(Loss) income before income taxes | $ (7,237) | $ (4,565) | $ (23,142) | $ (20,452) | ||
[1] | Includes goodwill impairment charge of $235,110. See Note 8 Fair Value Measurements for details. |
Segment Information (Narrative)
Segment Information (Narrative) (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 31, 2018USD ($) | Mar. 31, 2018USD ($)Segment | |
Segment Reporting [Abstract] | ||
Number of operating segments | Segment | 3 | |
Human Health Segment - Rising Reporting Unit | ||
Segment Reporting Information [Line Items] | ||
Goodwill impairment charge | $ | $ 235,110 | $ 235,110 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | |
Income Tax [Line Items] | |||
US corporate income tax rate | 21.00% | 35.00% | |
Tax Cuts and Jobs Act, net tax expense (benefit) | $ 12,720 | ||
Income tax expense due to remeasurement of deferred tax assets | 3,342 | ||
Tax Cuts and Jobs Act one-time transition tax expense | 7,012 | ||
Local tax authorities | |||
Income Tax [Line Items] | |||
Deferred tax liabilities, undistributed foreign earnings | $ 2,366 | $ 2,366 |