Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2018 | Feb. 12, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ACETO CORP | |
Entity Central Index Key | 2,034 | |
Trading Symbol | acet | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock Shares Outstanding | 30,839,470 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,019 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Jun. 30, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 41,782 | $ 100,874 |
Investments | 1,013 | 3,030 |
Trade receivables, less allowance for doubtful accounts (December 31, 2018, $965; June 30, 2018, $987) | 262,325 | 247,246 |
Other receivables | 7,785 | 9,664 |
Inventory | 184,307 | 137,076 |
Prepaid expenses and other current assets | 7,475 | 4,737 |
Total current assets | 504,687 | 502,627 |
Property and equipment, net | 13,267 | 14,180 |
Property held for sale | 6,113 | 6,113 |
Goodwill | 1,862 | 1,883 |
Intangible assets, net | 221,039 | 234,602 |
Other assets | 6,191 | 7,619 |
TOTAL ASSETS | 753,159 | 767,024 |
Current liabilities: | ||
Current portion of long-term debt | 183,772 | 14,482 |
Accounts payable | 132,375 | 106,790 |
Accrued expenses | 187,587 | 181,246 |
Total current liabilities | 503,734 | 302,518 |
Long-term debt, net | 133,349 | 302,916 |
Long-term liabilities | 64,033 | 64,558 |
Environmental remediation liability | 3 | 211 |
Deferred income tax liability | 1,729 | 1,536 |
Total liabilities | 702,848 | 671,739 |
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 30,787 shares issued and outstanding at December 31, 2018 and June 30, 2018, respectively | 308 | 308 |
Capital in excess of par value | 223,040 | 222,599 |
Accumulated deficit | (170,398) | (126,737) |
Accumulated other comprehensive loss | (2,639) | (885) |
Total shareholders' equity | 50,311 | 95,285 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 753,159 | $ 767,024 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2018 | Jun. 30, 2018 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts (in dollars) | $ 965 | $ 987 |
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 | 30,787 |
Common stock, shares outstanding | 30,839 | 30,787 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||||
Net sales | $ 163,649 | $ 171,229 | $ 328,054 | $ 356,484 |
Cost of sales | 139,603 | 137,259 | 278,528 | 282,531 |
Gross profit | 24,046 | 33,970 | 49,526 | 73,953 |
Selling, general and administrative expenses | 37,000 | 28,063 | 73,897 | 59,212 |
Research and development expenses | 2,114 | 2,122 | 3,995 | 3,737 |
Operating (loss) income | (15,068) | 3,785 | (28,366) | 11,004 |
Other (expense) income: | ||||
Interest expense | (7,569) | (5,048) | (13,707) | (10,403) |
Interest and other income, net | 827 | 764 | 1,168 | 1,038 |
Other (expense) income, Total | (6,742) | (4,284) | (12,539) | (9,365) |
(Loss) income before income taxes | (21,810) | (499) | (40,905) | 1,639 |
Income tax provision | 540 | 13,365 | 2,537 | 15,049 |
Net loss | $ (22,350) | $ (13,864) | $ (43,442) | $ (13,410) |
Basic loss per common share (in dollars per share) | $ (0.63) | $ (0.39) | $ (1.22) | $ (0.38) |
Diluted loss per common share (in dollars per share) | $ (0.63) | $ (0.39) | $ (1.22) | $ (0.38) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 35,592 | 35,210 | 35,540 | 35,093 |
Diluted (in shares) | 35,592 | 35,210 | 35,540 | 35,093 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive (loss) Income [Abstract] | ||||
Net loss | $ (22,350) | $ (13,864) | $ (43,442) | $ (13,410) |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustments | (716) | 906 | (1,050) | 3,226 |
Change in fair value of interest rate swaps | (916) | 876 | (704) | 982 |
Comprehensive loss | $ (23,982) | $ (12,082) | $ (45,196) | $ (9,202) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities: | ||
Net loss | $ (43,442) | $ (13,410) |
Adjustments to reconcile net (loss) to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 16,160 | 16,547 |
Amortization of debt issuance costs and debt discount | 3,223 | 3,048 |
Amortization of deferred financing costs | 564 | 552 |
Provision for doubtful accounts | (11) | 166 |
Non-cash stock compensation | 454 | 4,514 |
Deferred income taxes | 139 | 4,827 |
Environmental charge | 902 | |
Earnings on equity investment in joint venture | (1,476) | (1,086) |
Changes in assets and liabilities: | ||
Trade accounts receivable | (15,676) | 19,938 |
Other receivables | 1,177 | (3,145) |
Inventory | (47,833) | (9,956) |
Prepaid expenses and other current assets | (2,752) | (472) |
Other assets | 2,701 | (953) |
Accounts payable | 25,899 | 16,221 |
Accrued expenses and other liabilities | 6,374 | 9,212 |
Net cash (used in) provided by operating activities | (54,499) | 46,905 |
Investing activities: | ||
Purchases of investments | (660) | (2,683) |
Sales of investments | 2,664 | 1,694 |
Payments for intangible assets | (1,326) | (692) |
Purchases of property and equipment, net | (498) | (3,041) |
Net cash provided by (used in) investing activities | 180 | (4,722) |
Financing activities: | ||
Payment of cash dividends | (306) | (3,929) |
Proceeds from exercise of stock options | 595 | |
Repayment of bank loans | (3,865) | (30,582) |
Net cash used in financing activities | (4,171) | (33,916) |
Effect of exchange rate changes on cash | (602) | 983 |
Net (decrease) increase in cash | (59,092) | 9,250 |
Cash and cash equivalents at beginning of period | 100,874 | 55,680 |
Cash and cash equivalents at end of period | $ 41,782 | $ 64,930 |
Basis of Presentation and Going
Basis of Presentation and Going Concern | 6 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Going Concern | (1) Basis of Presentation and Going Concern 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 Form 10-K for the year ended June 30, 2018. Going Concern Consideration As indicated in the accompanying interim unaudited condensed consolidated financial statements, the Company had working capital at December 31, 2018 of $953 as compared with $200,109 at June 30, 2018. As more fully discussed in Note 6, the maturity date of the bank loans was revised from December 21, 2021 to June 30, 2019, resulting in the classification of the indebtedness outstanding under the Company’s credit facility as a current liability as of December 31, 2018. The Company has accumulated deficit and continued operating losses. The Company also continues to spend heavily on financial and legal professionals retained by the Company to deal with ongoing negative factors in the generic drug market and pending legal proceedings. As a result, the Company’s cash position declined from $100,874 at June 30, 2018 to $41,782 at December 31, 2018 and its working capital declined from $200,109 at June 30, 2018 to $953 at December 31, 2018. While the Company’s operating businesses continue to generate cash, the current demands upon the Company and its liquidity remain significant. These factors, among others, indicate that the Company will need to be reliant upon its previously announced strategic alternatives initiative to supplement its cash, liquid assets and operating cash flows, and to retire debt. Accordingly, because the Company cannot at this time conclude that these actions are probable of occurring, under applicable accounting standards and because of the high degree of uncertainty and dependence upon factors outside of our control associated with the Bankruptcy Filing described below, substantial doubt is deemed to exist about the Company’s ability to continue as a going concern. These Condensed Consolidated Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of certain liabilities and other commitments in the normal course of business. The accompanying Condensed Consolidated Financial Statements do not include any adjustments to reflect the possible future effects of this uncertainty on the recoverability or classification of recorded asset amounts or the amounts or classification of liabilities. On February 19, 2019, the Company and certain of its U.S. subsidiaries (collectively with the Company, the “Debtors”) each filed a voluntary petition for relief (the “Bankruptcy Filing”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of New Jersey (the “Bankruptcy Court”). The Debtors have proposed to jointly administer their chapter 11 cases under the caption In re Aceto Corporation, et al. (the “Chapter 11 Case”). For the duration of the Chapter 11 Cases, our operations are subject to risks and uncertainties associated with chapter 11 proceedings. As a result of these risks and uncertainties, our assets, liabilities, shareholders’ equity, officers and/or directors could be significantly different following the conclusion of the Chapter 11 Cases, and the description of our operations, properties and capital plans included in this quarterly report on Form 10-Q may not reflect our actual operations, properties and capital plans following the conclusion of the Chapter 11 Cases. We intend to sell substantially all of our assets pursuant to one or more sales under Section 363 of the Bankruptcy Code. If we are unable to complete one or more sales of the Company’s assets, it may be necessary to explore a plan of reorganization or liquidation or our Chapter 11 Cases may be converted to a chapter 7 liquidation process. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Dec. 31, 2018 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | (2) Revenue Recognition The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) All revenue recognized in the accompanying unaudited interim condensed consolidated financial statements of operations is considered to be revenue from contracts with customers. The Company recognizes revenue from product sales at the time of shipment and upon the transfer of control of the Company’s product. The Company has no acceptance or other post-shipment obligations and does not offer product warranties or services to its customers. The Company generally does not have incremental costs to obtain contracts that would otherwise not have been incurred. Payment terms can vary by the type and location of the customer. The term between invoicing and when payment is due is typically 30 to 90 days. The following tables show the Company’s revenues disaggregated by business segment and product lines offered to customers: Six months ended December 31, 2018 Pharmaceutical Performance Consolidated Human Health Ingredients Chemicals Totals Finished dosage from generic drugs $ 142,876 $ - $ - $ 142,876 Nutraceutical products 22,951 - - 22,951 Pharmaceutical intermediates - 22,754 - 22,754 Active pharmaceutical ingredients (APIs) - 58,136 - 58,136 Specialty chemicals - - 67,803 67,803 Agricultural protection products - - 13,534 13,534 $ 165,827 $ 80,890 $ 81,337 $ 328,054 Six months ended December 31, 2017 Pharmaceutical Performance Consolidated Human Health Ingredients Chemicals Totals Finished dosage from generic drugs $ 186,322 $ - $ - $ 186,322 Nutraceutical products 23,159 - - 23,159 Pharmaceutical intermediates - 19,975 - 19,975 Active pharmaceutical ingredients (APIs) - 50,230 - 50,230 Specialty chemicals - - 64,553 64,553 Agricultural protection products - - 12,245 12,245 $ 209,481 $ 70,205 $ 76,798 $ 356,484 Three months ended December 31, 2018 Pharmaceutical Performance Consolidated Human Health Ingredients Chemicals Totals Finished dosage from generic drugs $ 73,663 $ - $ - $ 73,663 Nutraceutical products 11,318 - - 11,318 Pharmaceutical intermediates - 12,532 - 12,532 Active pharmaceutical ingredients (APIs) - 29,510 - 29,510 Specialty chemicals - - 31,582 31,582 Agricultural protection products - - 5,044 5,044 $ 84,981 $ 42,042 $ 36,626 $ 163,649 Three months ended December 31, 2017 Pharmaceutical Performance Consolidated Human Health Ingredients Chemicals Totals Finished dosage from generic drugs $ 90,761 $ - $ - $ 90,761 Nutraceutical products 12,705 - - 12,705 Pharmaceutical intermediates - 9,839 - 9,839 Active pharmaceutical ingredients (APIs) - 23,790 - 23,790 Specialty chemicals - - 30,533 30,533 Agricultural protection products - - 3,601 3,601 $ 103,466 $ 33,629 $ 34,134 $ 171,229 Variable Consideration The Company has arrangements with various third parties, such as drug store chains and managed care organizations, establishing prices for its finished dosage form generics. While these arrangements are made between Aceto and its customers, the customers independently select a wholesaler from which they purchase the products. Alternatively, certain wholesalers may enter into agreements with the customers, with the Company’s concurrence, which establishes the pricing for certain products which the wholesalers provide. Upon each sale of finished dosage form generics, significant estimates of chargebacks, rebates, returns, government reimbursed rebates, sales discounts and other adjustments are made. These estimates are accounted for as variable consideration and are recorded as reductions to gross revenues, with corresponding adjustments either as a reduction of accounts receivable or as a liability for price concessions. The Company estimates variable consideration after considering applicable information that is reasonably available. These estimates are based on historical experience, future expectations, contractual arrangements with wholesalers and indirect customers, and other factors known to management at the time of accrual. The consideration the Company receives in exchange for its goods is only recognized when it is probable that a significant reversal will not occur. Chargebacks Under certain arrangements, Rising will issue a credit (referred to as a “chargeback”) to the wholesaler for the difference between the invoice price to the wholesaler and the customer’s contract price. In order to calculate the chargeback allowance, prior period chargebacks claimed by wholesalers are analyzed to determine the average chargeback amount for each product and wholesaler. These amounts are adjusted for any information that will better reflect future average chargeback amounts. Management receives on-hand inventory reports from wholesalers to which the average chargeback amount is applied. The provision for chargebacks varies in relation to changes in sales volume, product and customer mix, terms with customers, pricing, changes in Wholesale Acquisition Cost (“WAC”), the level of inventory at the wholesalers, and changes in the volume of off-contract purchases. As sales to the large wholesale customers increase or decrease, the liability for chargebacks will also generally increase or decrease. The Company continually monitors the liability for chargebacks and makes adjustments when management believes that expected chargebacks may differ from the actual chargeback liability. Returns The Company maintains a policy that allows customers to return product within a specified period prior to and subsequent to the product expiration date. Product returns are settled through a credit issued to the customer. The Company estimates its provision for returns of finished dosage generics based on historical experience, product expiration dates, changes to business practices, credit terms, new competition, shortages in the market and any extenuating circumstances known to management. While historical experience has allowed for reasonable estimations in the past, future returns may or may not follow historical trends. Generally, the liability for returns increases as net sales increase. The Company continually monitors the liability for returns and makes adjustments when management believes that actual product returns may differ from the established liability. Sales of nutraceutical products, pharmaceutical active ingredients and intermediates, specialty performance chemicals, including agricultural intermediates and agricultural protection products are recorded net of estimated returns of damaged goods from customers, which historically have been immaterial. Government Rebates Government rebates relate to our reimbursement arrangements with state and federal government agencies. Government rebate accruals are based on estimated payments due to governmental agencies for purchases made by plan participants. The Company provides a provision for government reimbursed rebates at the time of sale based on historical redemption rates. Government rebate amounts per product unit for generic products are established by law, based on the Average Manufacturer Price (“AMP”), which is reported on a monthly and quarterly basis. Aceto regularly reviews the information related to these estimates and adjusts the provision accordingly. Non-Governmental Rebates & Other Other rebates are offered to the Company’s key chain drug store, distributor and wholesaler customers to promote customer loyalty and increase product sales. These rebate programs provide customers with credits upon attainment of pre-established volumes or attainment of net sales milestones for a specified period. Other promotional programs are incentive programs offered to the customers. These rebates and other promotional programs vary by product and by volume purchase by each eligible customer. The Company provides a provision for other rebates at the time of sale based on contracted rates, actual product sales data and historical redemption rates. Aceto regularly reviews the information related to these estimates and adjusts the provision accordingly. Sales of nutraceutical products, pharmaceutical active ingredients and intermediates, specialty performance chemicals, including agricultural intermediates and agricultural protection products are recorded net of sales incentives which include volume incentive rebates. The Company records volume incentive rebates based on the underlying revenue transactions that result in progress by the customer in earning the rebate. Sales Discounts Sales discount accruals are based on payment terms extended to customers purchasing our finished dosage form generic products. The sales discount liability is based on the invoices outstanding at period end and the sales discount rate. The following table summarizes activity in the consolidated balance sheet for contra assets and liability for price concessions for the six months ended December 31, 2018: Accruals for Chargebacks, Rebates, Returns and Other Allowances Government Non-Governmental Sales Chargebacks Returns Reimbursed Rebates Rebates & Other Discounts Balance at June 30, 2018 $ 66,687 $ 41,511 $ 9,658 $ 86,259 $ 6,408 Current period provision 344,813 8,949 7,562 83,023 14,541 Credits issued during the period (346,117 ) (4,824 ) (4,227 ) (85,254 ) (14,857 ) Balance at December 31, 2018 $ 65,383 $ 45,636 $ 12,993 $ 84,028 $ 6,092 Credits issued during a given period represent cash payments or credit memos issued to the Company’s customers as settlement for the related liability. Management has the experience and access to relevant information that it believes is necessary to reasonably estimate the amounts of such deductions from gross revenues. The Company regularly reviews the information related to these estimates and adjusts its liabilities accordingly, if and when actual experience differs from previous estimates. The Company has not experienced any significant changes in its estimates as it relates to its chargebacks, rebates, sales discounts or product returns for the periods presented. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Dec. 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. Stock Awards that are intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, may be granted. Performance-based awards may be granted, vested and paid based on the attainment of specified performance goals. 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 six months ended December 31, 2018, the Company granted 82 shares of restricted common stock to its employees that vest over three years. During the six months ended December 31, 2017, the Company granted 424 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. For the three and six months ended December 31, 2018, the Company recorded stock-based compensation expense of approximately $462 and $438, respectively, related to restricted common stock and restricted stock units. For the three and six months ended December 31, 2017, the Company recorded stock-based compensation expense of approximately $1,363 and $4,495, respectively, related to restricted common stock and restricted stock units. Included in the $4,495 for the six months ended December 31, 2017 is $2,017 in stock-based compensation expense associated with the separation of the Company’s former Chief Executive Officer |
Capital Stock
Capital Stock | 6 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Capital Stock | (4) Capital Stock On November 2, 2018, the Board approved the adoption of a Tax Asset Protection Plan and on November 5, 2018, the Company entered into a Tax Asset Protection Rights Agreement (the “Rights Agreement”), between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”). The purpose of the Rights Agreement is to help preserve the Company’s ability to utilize its significant tax benefits. On November 5, 2018, in connection with the entry into the Rights Agreement, the Board authorized and declared a dividend of one preferred stock purchase right (a “Right”) for each share of Common Stock outstanding as of the close of business on November 15, 2018 (the “Record Date”). Each Right entitles the registered holder to purchase from the Company one one-thousandth (subject to adjustment) of a share of Series A Participating Cumulative Preferred Stock, par value $2.50 per share (each, a “Series A Preferred Share” and collectively, the “Series A Preferred Shares”), of the Company at a price of $10.85 (as the same may be adjusted, the “Purchase Price”), and upon the terms and conditions set forth in the Rights Agreement. The Rights become exercisable upon (i) a shareholder acquiring beneficial ownership of 4.99% or more of the outstanding shares of the Company’s common stock without prior approval of the Board, or (ii) a shareholder who already beneficially owns 4.99% or more of the outstanding shares of the Company’s common stock increasing its beneficial ownership by more than 0.5%. The Rights Agreement and the related Rights expire on November 5, 2020, or earlier upon the occurrence of certain other circumstances specified in the Rights Agreement. The Company intends to submit the Rights Agreement to a vote of its shareholders at the Company’s next annual meeting. For more information, please see the Company’s Current Report on Form 8-K filed with the SEC on November 6, 2018. On September 6, 2018, the Company's board of directors declared a regular quarterly dividend of $.01 per share which was distributed on October 9, 2018 to shareholders of record as of September 24, 2018. 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 did not repurchase shares in the three or six months ended December 31, 2018 or in fiscal year 2018. 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 Income Per Common Share
Net Income Per Common Share | 6 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Income Per Common Share | (5) Net Income Per Common Share Basic income per common share is based on the weighted average number of common shares outstanding during the period. Diluted income per common share includes the dilutive effect of potential common shares outstanding. The following table sets forth the reconciliation of weighted average shares outstanding and diluted weighted average shares outstanding: Six Months Ended December 31, Three Months Ended December 31, 2018 2017 2018 2017 Weighted average shares outstanding 35,540 35,093 35,592 35,210 Dilutive effect of stock options and restricted stock awards and units - - - - Diluted weighted average shares outstanding 35,540 35,093 35,592 35,210 The effect of approximately 6 and 20 common equivalent shares for the three and six months ended December 31, 2018, respectively, was excluded from the diluted weighted average shares outstanding due to a net loss for the periods. The effect of approximately 158 and 221 common equivalent shares for the three and six months ended December 31, 2017, respectively, was excluded from the diluted weighted average shares outstanding due to a net loss for the periods. There were 2,024 and 1,598 common equivalent shares outstanding for the three and six months ended December 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. There were 197 and 129 common equivalent shares outstanding for the three and six months ended December 31, 2017, 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 six months ended December 31, 2018 and 2017 includes the effect of 5,122 shares to be issued in connection with the acquisition of certain products and related assets from Citron and Lucid. 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 | 6 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | (6) Debt Long-term debt December 31, 2018 June 30, 2018 Convertible Senior Notes, net $ 131,080 $ 127,857 Revolving Bank Loans 62,000 62,000 Term Bank Loans 121,574 124,959 Mortgage 2,467 2,582 317,121 317,398 Less current portion 183,772 14,482 $ 133,349 $ 302,916 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: December 31, 2018 June 30, 2018 Principal amount $ 143,750 $ 143,750 Unamortized debt discount (11,104 ) (13,909 ) Unamortized debt issuance costs (1,566 ) (1,984 ) Net carrying value $ 131,080 $ 127,857 The following table sets forth the components of total “interest expense” related to the Notes recognized in the accompanying condensed consolidated statements of operations for the three and six months ended December 31: Six Months Ended December 31, 2018 Three Months Ended December 31, 2018 Contractual coupon $ 1,378 $ 708 Amortization of debt discount 2,805 1,414 Amortization of debt issuance costs 418 209 $ 4,601 $ 2,331 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 was permitted to 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 December 31, 2018, the principal balance on the outstanding Revolving Loans (as defined under the A&R Credit Agreement) aggregated $62,000, which loans are Eurodollar Loans at interest rates ranging from 9.51% to 9.76% at December 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 December 31, 2018, the remaining principal amount outstanding under the Initial Term Loan was $123,750 and was payable as a Eurodollar Loan at an interest rate of 9.39%. 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 to 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 on 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 December 31, 2018 and June 30, 2018. 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 of the personal property of the Company and certain of its subsidiaries. The A&R Credit Agreement contains several financial covenants including, among other things, maintaining a minimum level of debt service 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. On May 3, 2018, the Company entered into a Second Amendment and Waiver to the Second Amended and Restated Credit Agreement (the “May 2018 Amendment”). The May 2018 Amendment, among other things, contained 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 Total Net Leverage Ratio and Debt Service Coverage Ratio financial covenants, in each case, solely for the fiscal quarter ended March 31, 2018. The May 2018 Amendment also contained several amendments to the A&R Credit Agreement including, among other things, reducing the available revolving commitment thereunder to $100,000, fixing the applicable margin on Loans (as defined in the A&R Credit Agreement) to the highest level provided under the A&R Credit Agreement at the time, fixing the commitment fee on the undrawn revolving commitments to the highest level provided under the A&R Credit Agreement at the time, requiring prior written consent of the Required Lenders (as defined in the A&R Credit Agreement) as a condition precedent to the lenders making any additional Revolving Loans or the issuing banks issuing, amending, renewing or extending any Letter of Credit (as defined in the A&R Credit Agreement), restricting 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 restricting dividends or distributions thereafter, restricting the incurrence of certain indebtedness, limiting acquisitions and other investments and imposing certain other restrictions. As of June 30, 2018, the Company was not in compliance with its financial covenants relating to its Total Net Leverage Ratio, Senior Secured Net Leverage Ratio and Debt Service Coverage Ratio. The Company and its lenders agreed upon another amendment and waiver to the A&R Credit Agreement (referred to herein as the “September 2018 Amendment”). The September 2018 On January 8, 2019 , the Company further amended the A&R Credit Agreement, constituting a Fourth Amendment and Limited Waiver (the “January 2019 Amendment”). The January 2019 Amendment contains certain amendments to the Credit Agreement relating to the revolver access and vendor and business partner payments, under which the Company is permitted (a) to request and borrow up to an additional $23,000 as Revolving Loans; and (b) to purchase, prior to the repayment of these newly borrowed Revolving Loans and during (x) the Company’s fiscal year 2019, assets in an aggregate amount not to exceed $6,500 or (y) the third quarter of the Company’s fiscal year 2019, assets in an aggregate amount not to exceed $3,105, in each case, consisting of intangible assets relating to strategic product acquisitions, certain data compensation expenses and certain capital expenditures. The January 2019 Amendment also contains modifications to the A&R Credit Agreement relating to cash management and liquidity. In general, further compliance with the minimum liquidity covenant from the September 2018 Amendment has been permanently waived, there is a cash anti-hoarding provision, and there are restrictions on the Company and its Domestic Subsidiaries transferring funds to its Foreign Subsidiaries and prohibitions on paying dividends and making similar distributions. The January 2019 Amendment mandates certain milestones with respect to the Company’s strategic process. In general, the milestones require both the Revolving Loan Maturity Date and Term Loan Maturity Date to June 30, 2019, the last day of the Company’s current fiscal year. indebtedness outstanding under the Company’s credit facility as a current liability as of December 31, 2018. The January 2019 Amendment provides for a waiver of any event of default under the A&R Credit Agreement arising as a result of the failure by the Company (x) to make certain principal and interest payments under the A&R Credit Agreement that were due on or about December 31, 2018 (which were instead paid pursuant to the January 2019 Amendment on the Fourth Amendment Effective Date), (y) to pay interest on certain deferred payment amounts to the sellers under the 2016 Citron product purchase agreement, and (z) as described above, the non-compliance by the Company with the liquidity financial covenant. The January 2019 Amendment provides for the payment of a fee equal to 2.0% of each lender’s revolving commitment that is available or borrowed after the Fourth Amendment Effective Date, a 0.25% (of each such lender’s aggregate exposure) consent fee to the lenders who timely consented to the January 2019 Amendment, increases the waiver fees imposed under the September 2018 Amendment from 4.0% to 6.0% but only under certain circumstances, and provides for reimbursement of certain third party expenses incurred by the Administrative Agent and lenders. On January 31, 2019, the Company entered into a Limited Waiver to the Second Amended and Restated Credit Agreement (the “January 2019 Waiver”). The January 2019 Waiver provides for a waiver of any event of default under the A&R Credit Agreement arising as a result of the failure by the Company to deliver to the Administrative Agent and the lenders a binding commitment letter with respect to subordinated financing by January 31, 2019. In conjunction with the A&R Credit Agreement, the Company entered into 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 was December 21, 2021. The remaining notional balance of this derivative as of December 31, 2018 is $80,000. In January 2019, the Company terminated the interest rate swap agreement resulting in a cash receipt of $1,145. Mortgage On June 30, 2011, the Company obtained a loan in the principal amount of $3,947, secured by a mortgage on its corporate headquarters in Port Washington, New York. This mortgage loan is being amortized over a period of 20 years. The mortgage loan bears interest at 4.92% per annum as December 31, 2018 and matures on June 30, 2021. |
Commitments, Contingencies and
Commitments, Contingencies and Other Matters | 6 Months Ended |
Dec. 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 $22,900 and $24,700. Remediation commenced in fiscal 2010, and as of December 31, 2018 and June 30, 2018, a liability of $4,010 and $5,746, respectively, is included in the accompanying consolidated balance sheets for this matter. There were no environmental charges for the six months ended December 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. In June 2018, the Company entered into an agreement to sell the Arsynco property to an unrelated third party for $6,340. The sale is subject to due diligence by the buyer and the Company is not sure when or if the sale will close. The sale price 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 December 31, 2018 and June 30, 2018 is $1,805 and $2,586, 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 its 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 $5,644 in fiscal 2019. In connection with the acquisition of certain products and related assets from Citron and Lucid, Aceto committed to make a $50,000 unsecured deferred payment that bears interest at a rate of 5% per annum to the sellers on December 21, 2021 and to issue 5,122 shares of Aceto common stock beginning on December 21, 2019. The product purchase agreement also provides for 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. As of December 31, 2018, there was no amount accrued related to this contingent consideration based upon management’s evaluation and assessment of the financial performance of these products. In February 2018, the Company was 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 were not in compliance with the federal Trade Agreement Act (“TAA”) country-of-origin provisions of a clause (the “Trade Agreements 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 Acetris 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. Acetris knew that it would be unable to meet these short deadlines. To avoid the government’s imposition of penalties for failure to meet these deadlines while Acetris appealed the above-mentioned findings, Acetris requested that the government defer imposition of these deadlines pending resolution of Acetris’ appeal. The Government declined this request and thereafter Acetris and the government entered into agreements that provided for a no-cost termination of each of the 11 supply contracts. On July 10, 2018, the Company was informed that Acetris received a favorable ruling from the United States Court of Federal Claims (the “Court”), in Acetris Health, LLC v. United States, invalidating the VA interpretation of the Trade Agreements Clause, which had resulted in the termination of 11 Acetris contracts with the VA. Finding in favor of Acetris, the Court granted a declaratory judgment establishing that under the federal Buy America Act the agencies are permitted to buy domestic end products, including commercial off-the-shelf products like generic drugs, that are manufactured in the United States when the Trade Agreements Clause is incorporated in government supply contracts, even if their components are not all manufactured in the United States. Although Department of Defense (the “DoD”) contracts were not at issue in the case, the decision also impacts Acetris’ ability to supply DoD with its products. The government’s appeal of the ruling is pending. Even if the Court’s ruling is affirmed on appeal, the Court’s ruling did not have the effect of reinstating the 11 terminated government supply agreements. Acetris may seek new contracts with these agencies, but no assurance can be given that any such contracts will be awarded. 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. In May 2018, Rising and the Company filed a motion to stay the action and compel arbitration, as required by the Agreement. In addition, SigmaPharm filed a “motion to enforce audit rights” in the federal litigation. On October 26, 2018, the district court granted Rising’s and the Company’s Motion to Stay and Compel Arbitration and denied Sigmapharm’s Motion to Enforce and Audit; thus the federal court action has been placed in suspense and the parties must proceed to arbitration. SigmaPharm has stopped supplying Products to Rising, claiming that it has validly terminated the Sigmapharm Agreement. Accordingly, in June 2018, Rising filed an arbitration claim against SigmaPharm in New Jersey, seeking recovery from SigmaPharm of any failure-to-supply losses Rising may incur as well as lost future profits on sale of the Products, among other relief. The Company intends to vigorously protect its rights in these matters and prosecute its claim for damages against SigmaPharm. The impact of the resolution of this matter on the Company’s results of operations in a particular reporting period is not currently known. On April 16, 2018, the Company’s Rising subsidiary received a Grand Jury subpoena (the “DOJ Subpoena”) from the Antitrust Division of the DOJ. Rising is cooperating with the DOJ in response to the DOJ Subpoena. The Company and certain of its current and former officers are named defendants in two putative securities class actions (the “Securities Class Action Lawsuits”) filed in the United States District Court for the Eastern District of New York in April 2018, captioned Mulligan v. Aceto Corporation, et al, No. 2:18-cv-02425, and Yang v. Aceto Corporation, No. 1:18-cv-02437. The complaints arise from the April 19, 2018 drop in the Company’s stock price following the Company’s announcement on April 18, 2018 that it would recognize a substantial impairment charge for the third fiscal quarter. The complaints generally allege that the defendants violated the Securities Exchange Act of 1934 by making false and misleading statements in public filings with the SEC and seek unspecified damages. On June 26, 2018, five motions were filed seeking to appoint lead plaintiff and approve lead plaintiff’s counsel pursuant to the Private Securities Litigation Reform Act of 1995, as well as to consolidate the Mulligan or Yang actions. Three motions were subsequently withdrawn or abandoned, and the remaining two motions are pending before the Court. Following the appointment of a lead plaintiff, the Company expects that the appointed lead plaintiff will file a single consolidated amended class action complaint to supersede the earlier complaints. The Company intends to vigorously defend itself. The impact of the resolution of this matter on the Company’s results of operations in a particular reporting period is not currently known. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Dec. 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 particular foreign currency at a future date and at a specific price. Aceto’s foreign currency derivative contracts are classified within Level 2 as the fair value of these hedges is primarily based on observable futures foreign exchange rates. At December 31, 2018, the Company had foreign currency contracts outstanding that had a notional amount of $61,904. Unrealized losses on hedging activities for the three and six months ended December 31 2018, was $362 and $693, respectively. Unrealized (losses) gains on hedging activities for the three and six months ended December 31, 2017 was ($34) and $261, 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 into 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 remaining notional balance of this derivative as of December 31, 2018 is $80,000. The expiration date of this interest rate swap was December 21, 2021. The unrealized gain to date associated with this derivative, which is recorded in accumulated other comprehensive loss in the consolidated balance sheet at December 31, 2018, is $1,135. Aceto’s interest rate swaps are classified within Level 2 as the fair value of this hedge is primarily based on observable interest rates In January 2019, the Company terminated the interest rate swap agreement resulting in a cash receipt of $1,145. At June 30, 2018, the Company had $683 of contingent consideration which related to the acquisition of certain products and related assets of Citron and Lucid, which was completed in December 2016. In the second quarter of fiscal 2019, the Company reversed $724 of contingent consideration due to management’s evaluation and assessment of the financial performance of these products. As a result, there is no remaining balance as of December 31, 2018. The Company evaluates goodwill for impairment at the reporting unit level using a market participant approach using Level 3 inputs. Additionally, on a nonrecurring basis, the Company uses fair value measures when analyzing asset impairment. During the three and six months ended December 31, 2018 and 2017, there were no indicators of impairment. During the fiscal year ended June 30, 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. During the three and six months ended December 31, 2018 and 2017 there was no loss of any major customers or a discontinuation of any major product and as such, there was no impairment. In connection with the acquisition of certain products and related assets of Citron and Lucid, the Company will issue 5,122 shares of Aceto common stock beginning on December 21, 2019. The 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 $109,000 at December 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 December 31, 2018 and June 30, 2018: Fair Value Measurements at December 31, 2018 Using Quoted Prices in Active Significant Significant Unobservable Inputs (Level 3) Total Cash equivalents: Time deposits - $ 4,620 - $ 4,620 Investments: Time deposits - 1,013 - 1,013 Foreign currency contracts-assets (1) - 97 - 97 Foreign currency contracts-liabilities (2) - 462 - 462 Derivative asset for interest rate swap (3) - 1,135 - 1,135 (1) Included in “Other receivables” in the accompanying Condensed Consolidated Balance Sheet as of December 31, 2018. (2) Included in “Accrued expenses” in the accompanying Condensed Consolidated Balance Sheet as of December 31, 2018. (3) Included in “Other receivables” in the accompanying Condensed Consolidated Balance Sheet as of December 31, 2018. Fair Value Measurements at June 30, 2018 Using Quoted Prices (Level 1) Significant Other (Level 2) Significant Unobservable (Level 3) Total Cash equivalents: Time deposits - $ 3,218 - $ 3,218 Investments: Time deposits - 3,030 - 3,030 Foreign currency contracts-assets (4) - 362 - 362 Foreign currency contracts-liabilities (5) - 304 - 304 Derivative asset for interest rate swap (6) - 1,839 - 1,839 Contingent consideration (7) - - $ 683 683 (4) Included in “Other receivables” in the accompanying Consolidated Balance Sheet as of June 30, 2018. (5) Included in “Accrued expenses” in the accompanying Consolidated Balance Sheet as of June 30, 2018. (6) Included in “Other Assets” in the accompanying Consolidated Balance Sheet as of June 30, 2018. (7) Included in “Long-term liabilities” in the accompanying Consolidated Balance Sheet as of June 30, 2018. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Dec. 31, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | (9) Recent Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement In June 2018, the FASB issued ASU 2018-07 Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. In February 2018, the 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, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes 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 February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Codification Improvements to Topic 842, Leases Leases (Topic 842), Targeted Improvements |
Segment Information
Segment Information | 6 Months Ended |
Dec. 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. Six months Ended December 31, 2018 and 2017: Human Health Pharmaceutical Ingredients Performance Chemicals Unallocated Corporate Consolidated Totals 2018 Net sales $ 165,827 $ 80,890 $ 81,337 $ - $ 328,054 Gross profit 19,298 13,247 16,981 - 49,526 (Loss) income before income taxes (23,643 ) 5,719 9,173 (32,154 ) (40,905 ) 2017 Net sales $ 209,481 $ 70,205 $ 76,798 $ - $ 356,484 Gross profit 47,545 10,221 16,187 - 73,953 Income (loss) before income taxes 7,314 2,808 7,422 (15,905 ) 1,639 Three months Ended December 31, 2018 and 2017: Human Health Pharmaceutical Ingredients Performance Chemicals Unallocated Corporate Consolidated Totals 2018 Net sales $ 84,981 $ 42,042 $ 36,626 $ - $ 163,649 Gross profit 10,822 6,353 6,871 - 24,046 (Loss) income before income taxes (10,596 ) 2,321 3,245 (16,780 ) (21,810 ) 2017 Net sales $ 103,466 $ 33,629 $ 34,134 $ - $ 171,229 Gross profit 22,898 4,381 6,691 - 33,970 Income (loss) before income taxes 2,288 577 2,477 (5,841 ) (499 ) |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 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 into law, 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 allowed 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 the then currently available information, the Company recorded additional income tax expense of $13,739 for the year ended June 30, 2018. The charge was comprised of $5,075 related to the remeasurement of Aceto’s deferred tax assets arising from a lower U.S. corporate tax rate, $6,219 related to the deemed repatriation of unremitted earnings of foreign subsidiaries (the “transition tax”) and $2,445 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. The Company finalized the calculations of the transition tax liability in the quarter ended December 31, 2018, with a reduction to the amount previously recorded of $405. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | (12) Subsequent Events On February 19, 2019, the Company and certain of its U.S. subsidiaries (collectively with the Company, the “Debtors”) each filed a voluntary petition for relief (the “Bankruptcy Filing”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of New Jersey (the “Bankruptcy Court”). The Debtors have proposed to jointly administer their chapter 11 cases under the caption In re Aceto Corporation, et al. (the “Chapter 11 Cases”). Each of the Debtors remains in possession of its respective assets and will continue to operate its respective business as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court, and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. In connection with the Chapter 11 Cases, on February 18, 2019, the Company and certain of its U.S. subsidiaries (collectively, the “Sellers”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with NMC Atlas, L.P., a Delaware limited partnership (the “Buyer”), an affiliate of New Mountain Capital, L.L.C., pursuant to which the Buyer agreed to acquire substantially all of the assets and assume certain liabilities of the Pharmaceutical Ingredients and Performance Chemicals segments and the Nutritionals portion of the Human Health segment of the Company pursuant to Sections 363 and 365 of the Bankruptcy Code for an aggregate purchase price of $338,000 in cash plus the assumption of certain liabilities (as set forth in the Asset Purchase Agreement), subject to adjustments with respect to net current assets at closing. The Asset Purchase Agreement is intended to constitute a “stalking horse” bid that is subject to higher and better bids by third parties in accordance with bidding procedures to be approved by the Bankruptcy Court. The Asset Purchase Agreement requires the Debtors to obtain Bankruptcy Court approval of the bidding procedures by April 1, 2019 and the Sale Order on or before 45 days after the Bankruptcy Court’s entry of the bidding procedures. In connection with the Chapter 11 Cases, the Company and certain of its U.S. subsidiaries (collectively, the “DIP Borrowers”) will enter into a Senior Secured, Priming and Superprioity Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”) with the lenders party thereto from time to time (the “DIP Lenders”) and Wells Fargo Bank, National Association, as administrative agent for the DIP Lenders (the “DIP Administrative Agent”) , |
Accounting Policies (Policies)
Accounting Policies (Policies) | 6 Months Ended |
Dec. 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 Form 10-K for the year ended June 30, 2018. |
Going Concern Consideration | Going Concern Consideration As indicated in the accompanying interim unaudited condensed consolidated financial statements, the Company had working capital at December 31, 2018 of $953 as compared with $200,109 at June 30, 2018. As more fully discussed in Note 6, the maturity date of the bank loans was revised from December 21, 2021 to June 30, 2019, resulting in the classification of the indebtedness outstanding under the Company’s credit facility as a current liability as of December 31, 2018. The Company has accumulated deficit and continued operating losses. The Company also continues to spend heavily on financial and legal professionals retained by the Company to deal with ongoing negative factors in the generic drug market and pending legal proceedings. As a result, the Company’s cash position declined from $100,874 at June 30, 2018 to $41,782 at December 31, 2018 and its working capital declined from $200,109 at June 30, 2018 to $953 at December 31, 2018. While the Company’s operating businesses continue to generate cash, the current demands upon the Company and its liquidity remain significant. These factors, among others, indicate that the Company will need to be reliant upon its previously announced strategic alternatives initiative to supplement its cash, liquid assets and operating cash flows, and to retire debt. Accordingly, because the Company cannot at this time conclude that these actions are probable of occurring, under applicable accounting standards and because of the high degree of uncertainty and dependence upon factors outside of our control associated with the Bankruptcy Filing described below, substantial doubt is deemed to exist about the Company’s ability to continue as a going concern. These Condensed Consolidated Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of certain liabilities and other commitments in the normal course of business. The accompanying Condensed Consolidated Financial Statements do not include any adjustments to reflect the possible future effects of this uncertainty on the recoverability or classification of recorded asset amounts or the amounts or classification of liabilities. On February 19, 2019, the Company and certain of its U.S. subsidiaries (collectively with the Company, the “Debtors”) each filed a voluntary petition for relief (the “Bankruptcy Filing”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of New Jersey (the “Bankruptcy Court”). The Debtors have proposed to jointly administer their chapter 11 cases under the caption In re Aceto Corporation, et al. (the “Chapter 11 Case”). For the duration of the Chapter 11 Cases, our operations are subject to risks and uncertainties associated with chapter 11 proceedings. As a result of these risks and uncertainties, our assets, liabilities, shareholders’ equity, officers and/or directors could be significantly different following the conclusion of the Chapter 11 Cases, and the description of our operations, properties and capital plans included in this quarterly report on Form 10-Q may not reflect our actual operations, properties and capital plans following the conclusion of the Chapter 11 Cases. We intend to sell substantially all of our assets pursuant to one or more sales under Section 363 of the Bankruptcy Code. If we are unable to complete one or more sales of the Company’s assets, it may be necessary to explore a plan of reorganization or liquidation or our Chapter 11 Cases may be converted to a chapter 7 liquidation process. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement In June 2018, the FASB issued ASU 2018-07 Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. In February 2018, the 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, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes 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 February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Codification Improvements to Topic 842, Leases Leases (Topic 842), Targeted Improvements |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Revenue Recognition [Abstract] | |
Schedule of revenues disaggregated by business segment and product lines | Six months ended December 31, 2018 Pharmaceutical Performance Consolidated Human Health Ingredients Chemicals Totals Finished dosage from generic drugs $ 142,876 $ - $ - $ 142,876 Nutraceutical products 22,951 - - 22,951 Pharmaceutical intermediates - 22,754 - 22,754 Active pharmaceutical ingredients (APIs) - 58,136 - 58,136 Specialty chemicals - - 67,803 67,803 Agricultural protection products - - 13,534 13,534 $ 165,827 $ 80,890 $ 81,337 $ 328,054 Six months ended December 31, 2017 Pharmaceutical Performance Consolidated Human Health Ingredients Chemicals Totals Finished dosage from generic drugs $ 186,322 $ - $ - $ 186,322 Nutraceutical products 23,159 - - 23,159 Pharmaceutical intermediates - 19,975 - 19,975 Active pharmaceutical ingredients (APIs) - 50,230 - 50,230 Specialty chemicals - - 64,553 64,553 Agricultural protection products - - 12,245 12,245 $ 209,481 $ 70,205 $ 76,798 $ 356,484 Three months ended December 31, 2018 Pharmaceutical Performance Consolidated Human Health Ingredients Chemicals Totals Finished dosage from generic drugs $ 73,663 $ - $ - $ 73,663 Nutraceutical products 11,318 - - 11,318 Pharmaceutical intermediates - 12,532 - 12,532 Active pharmaceutical ingredients (APIs) - 29,510 - 29,510 Specialty chemicals - - 31,582 31,582 Agricultural protection products - - 5,044 5,044 $ 84,981 $ 42,042 $ 36,626 $ 163,649 Three months ended December 31, 2017 Pharmaceutical Performance Consolidated Human Health Ingredients Chemicals Totals Finished dosage from generic drugs $ 90,761 $ - $ - $ 90,761 Nutraceutical products 12,705 - - 12,705 Pharmaceutical intermediates - 9,839 - 9,839 Active pharmaceutical ingredients (APIs) - 23,790 - 23,790 Specialty chemicals - - 30,533 30,533 Agricultural protection products - - 3,601 3,601 $ 103,466 $ 33,629 $ 34,134 $ 171,229 |
Schedule of activity in the consolidated balance sheet for contra assets and liability for price concessions | Accruals for Chargebacks, Rebates, Returns and Other Allowances Government Non-Governmental Sales Chargebacks Returns Reimbursed Rebates Rebates & Other Discounts Balance at June 30, 2018 $ 66,687 $ 41,511 $ 9,658 $ 86,259 $ 6,408 Current period provision 344,813 8,949 7,562 83,023 14,541 Credits issued during the period (346,117 ) (4,824 ) (4,227 ) (85,254 ) (14,857 ) Balance at December 31, 2018 $ 65,383 $ 45,636 $ 12,993 $ 84,028 $ 6,092 |
Net Income Per Common Share (Ta
Net Income Per Common Share (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of reconciliation of weighted average shares outstanding and diluted weighted average shares outstanding | Six Months Ended December 31, Three Months Ended December 31, 2018 2017 2018 2017 Weighted average shares outstanding 35,540 35,093 35,592 35,210 Dilutive effect of stock options and restricted stock awards and units - - - - Diluted weighted average shares outstanding 35,540 35,093 35,592 35,210 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | December 31, 2018 June 30, 2018 Convertible Senior Notes, net $ 131,080 $ 127,857 Revolving Bank Loans 62,000 62,000 Term Bank Loans 121,574 124,959 Mortgage 2,467 2,582 317,121 317,398 Less current portion 183,772 14,482 $ 133,349 $ 302,916 |
Schedule of notes carrying value | December 31, 2018 June 30, 2018 Principal amount $ 143,750 $ 143,750 Unamortized debt discount (11,104 ) (13,909 ) Unamortized debt issuance costs (1,566 ) (1,984 ) Net carrying value $ 131,080 $ 127,857 |
Schedule of components of total interest expense related to notes | Six Months Ended December 31, 2018 Three Months Ended December 31, 2018 Contractual coupon $ 1,378 $ 708 Amortization of debt discount 2,805 1,414 Amortization of debt issuance costs 418 209 $ 4,601 $ 2,331 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities valuation | Fair Value Measurements at December 31, 2018 Using Quoted Prices in Active Significant Significant Unobservable Inputs (Level 3) Total Cash equivalents: Time deposits - $ 4,620 - $ 4,620 Investments: Time deposits - 1,013 - 1,013 Foreign currency contracts-assets (1) - 97 - 97 Foreign currency contracts-liabilities (2) - 462 - 462 Derivative asset for interest rate swap (3) - 1,135 - 1,135 (1) Included in “Other receivables” in the accompanying Condensed Consolidated Balance Sheet as of December 31, 2018. (2) Included in “Accrued expenses” in the accompanying Condensed Consolidated Balance Sheet as of December 31, 2018. (3) Included in “Other receivables” in the accompanying Condensed Consolidated Balance Sheet as of December 31, 2018. Fair Value Measurements at June 30, 2018 Using Quoted Prices (Level 1) Significant Other (Level 2) Significant Unobservable (Level 3) Total Cash equivalents: Time deposits - $ 3,218 - $ 3,218 Investments: Time deposits - 3,030 - 3,030 Foreign currency contracts-assets (4) - 362 - 362 Foreign currency contracts-liabilities (5) - 304 - 304 Derivative asset for interest rate swap (6) - 1,839 - 1,839 Contingent consideration (7) - - $ 683 683 (4) Included in “Other receivables” in the accompanying Consolidated Balance Sheet as of June 30, 2018. (5) Included in “Accrued expenses” in the accompanying Consolidated Balance Sheet as of June 30, 2018. (6) Included in “Other Assets” in the accompanying Consolidated Balance Sheet as of June 30, 2018. (7) Included in “Long-term liabilities” in the accompanying Consolidated Balance Sheet as of June 30, 2018. |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of segment performance measures | Six months Ended December 31, 2018 and 2017: Human Health Pharmaceutical Ingredients Performance Chemicals Unallocated Corporate Consolidated Totals 2018 Net sales $ 165,827 $ 80,890 $ 81,337 $ - $ 328,054 Gross profit 19,298 13,247 16,981 - 49,526 (Loss) income before income taxes (23,643 ) 5,719 9,173 (32,154 ) (40,905 ) 2017 Net sales $ 209,481 $ 70,205 $ 76,798 $ - $ 356,484 Gross profit 47,545 10,221 16,187 - 73,953 Income (loss) before income taxes 7,314 2,808 7,422 (15,905 ) 1,639 Three months Ended December 31, 2018 and 2017: Human Health Pharmaceutical Ingredients Performance Chemicals Unallocated Corporate Consolidated Totals 2018 Net sales $ 84,981 $ 42,042 $ 36,626 $ - $ 163,649 Gross profit 10,822 6,353 6,871 - 24,046 (Loss) income before income taxes (10,596 ) 2,321 3,245 (16,780 ) (21,810 ) 2017 Net sales $ 103,466 $ 33,629 $ 34,134 $ - $ 171,229 Gross profit 22,898 4,381 6,691 - 33,970 Income (loss) before income taxes 2,288 577 2,477 (5,841 ) (499 ) |
Basis of Presentation and Goi_2
Basis of Presentation and Going Concern (Narrative) (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Working capital | $ 953 | $ 200,109 | ||
Cash and cash equivalents | $ 41,782 | $ 100,874 | $ 64,930 | $ 55,680 |
Revenue Recognition (Summary of
Revenue Recognition (Summary of revenues disaggregated by business segment and product lines) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 163,649 | $ 171,229 | $ 328,054 | $ 356,484 |
Finished dosage from generic drugs | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 73,663 | 90,761 | 142,876 | 186,322 |
Nutraceutical products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 11,318 | 12,705 | 22,951 | 23,159 |
Pharmaceutical intermediates | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 12,532 | 9,839 | 22,754 | 19,975 |
Active pharmaceutical ingredients (APIs) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 29,510 | 23,790 | 58,136 | 50,230 |
Specialty chemicals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 31,582 | 30,533 | 67,803 | 64,553 |
Agricultural protection products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 5,044 | 3,601 | 13,534 | 12,245 |
Human Health | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 84,981 | 103,466 | 165,827 | 209,481 |
Human Health | Finished dosage from generic drugs | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 73,663 | 90,761 | 142,876 | 186,322 |
Human Health | Nutraceutical products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 11,318 | 12,705 | 22,951 | 23,159 |
Human Health | Pharmaceutical intermediates | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Human Health | Active pharmaceutical ingredients (APIs) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Human Health | Specialty chemicals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Human Health | Agricultural protection products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Pharmaceutical Ingredients | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 42,042 | 33,629 | 80,890 | 70,205 |
Pharmaceutical Ingredients | Finished dosage from generic drugs | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Pharmaceutical Ingredients | Nutraceutical products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Pharmaceutical Ingredients | Pharmaceutical intermediates | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 12,532 | 9,839 | 22,754 | 19,975 |
Pharmaceutical Ingredients | Active pharmaceutical ingredients (APIs) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 29,510 | 23,790 | 58,136 | 50,230 |
Pharmaceutical Ingredients | Specialty chemicals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Pharmaceutical Ingredients | Agricultural protection products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Performance Chemicals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 36,626 | 34,134 | 81,337 | 76,798 |
Performance Chemicals | Finished dosage from generic drugs | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Performance Chemicals | Nutraceutical products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Performance Chemicals | Pharmaceutical intermediates | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Performance Chemicals | Active pharmaceutical ingredients (APIs) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Performance Chemicals | Specialty chemicals | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 31,582 | 30,533 | 67,803 | 64,553 |
Performance Chemicals | Agricultural protection products | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 5,044 | $ 3,601 | $ 13,534 | $ 12,245 |
Revenue Recognition (Summary _2
Revenue Recognition (Summary of contra assets and liability for price concessions) (Detail 1) $ in Thousands | 6 Months Ended |
Dec. 31, 2018USD ($) | |
Chargebacks | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |
Balance at June 30, 2018 | $ 66,687 |
Current period provision | 344,813 |
Credits issued during the period | (346,117) |
Balance at December 31, 2018 | 65,383 |
Returns | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |
Balance at June 30, 2018 | 41,511 |
Current period provision | 8,949 |
Credits issued during the period | (4,824) |
Balance at December 31, 2018 | 45,636 |
Government Reimbursed Rebates | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |
Balance at June 30, 2018 | 9,658 |
Current period provision | 7,562 |
Credits issued during the period | (4,227) |
Balance at December 31, 2018 | 12,993 |
Non-Governmental Rebates & Other | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |
Balance at June 30, 2018 | 86,259 |
Current period provision | 83,023 |
Credits issued during the period | (85,254) |
Balance at December 31, 2018 | 84,028 |
Sales Discounts | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |
Balance at June 30, 2018 | 6,408 |
Current period provision | 14,541 |
Credits issued during the period | (14,857) |
Balance at December 31, 2018 | $ 6,092 |
Stock Based Compensation (Narra
Stock Based Compensation (Narrative) (Detail) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 15, 2015 | Dec. 06, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 454 | $ 4,514 | ||||
Unrecognized stock-based compensation cost | $ 3,044 | $ 3,044 | ||||
Restricted stock | Employees | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock granted, shares | 82 | 424 | ||||
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 | |||||
Restricted stock, vesting period | 1 year | |||||
Performance-vested restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock granted, shares | 203 | |||||
Upper limit of target grant, shares | 355 | |||||
Performance-vested restricted stock units, vesting percentage | 100.00% | |||||
Restricted common stock and restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 462 | $ 1,363 | $ 438 | $ 4,495 | ||
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 | |||||
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 |
Capital Stock (Narrative) (Deta
Capital Stock (Narrative) (Detail) - $ / shares shares in Thousands | Sep. 06, 2018 | Dec. 31, 2018 | Jun. 30, 2018 | 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 | $ 0.01 | |||
Dividends declared, date of declaration | Sep. 6, 2018 | |||
Dividend paid, date | Oct. 9, 2018 | |||
Dividends declared, date of record | Sep. 24, 2018 | |||
Stock repurchase program | ||||
Dividends Payable [Line Items] | ||||
Number of shares authorized to be repurchased | 5,000 |
Capital Stock (Narrative) (De_2
Capital Stock (Narrative) (Detail 1) - Rights Agreement shares in Thousands | Nov. 05, 2018$ / sharesshares |
Capital Stock [Line Items] | |
Number of preferred stock authorized and declared as dividends | shares | 1 |
Description of the number of preferred stock issued as dividend for each right issued | one one-thousandth |
Series A Participating Cumulative Preferred Stock | |
Capital Stock [Line Items] | |
Par value of preferred stock (in dollars per share) | $ 2.50 |
Purchase price of the one one-thousandth of a share of preferred stock (in dollars per share) | $ 10.85 |
Minimum percentage of beneficial ownership acquired | 4.99% |
Minimum percentage increase in common stock beneficial ownership | 0.50% |
Net Income Per Common Share (Su
Net Income Per Common Share (Summary of reconciliation of weighted average shares outstanding and diluted weighted average shares outstanding) (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||||
Weighted average shares outstanding | 35,592 | 35,210 | 35,540 | 35,093 |
Dilutive effect of stock options and restricted stock awards and units | 0 | 0 | 0 | 0 |
Diluted weighted average shares outstanding | 35,592 | 35,210 | 35,540 | 35,093 |
Net Income Per Common Share (Na
Net Income Per Common Share (Narrative) (Detail) - $ / shares shares in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Dec. 21, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 30, 2015 | |
Net Income Per Common Share [Line Items] | ||||||
Common equivalent shares excluded from computation of earnings per share due to net loss | 6 | 158 | 20 | 221 | ||
Antidilutive securities excluded from computation of earnings per share | 2,024 | 197 | 1,598 | 129 | ||
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 | 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) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jun. 30, 2018 |
Debt Instrument [Line Items] | ||
Long-term debt including current portion | $ 317,121 | $ 317,398 |
Less current portion | 183,772 | 14,482 |
Long-term debt, net | 133,349 | 302,916 |
Convertible Senior Notes, net | ||
Debt Instrument [Line Items] | ||
Long-term debt including current portion | 131,080 | 127,857 |
Revolving Bank Loans | ||
Debt Instrument [Line Items] | ||
Long-term debt including current portion | 62,000 | 62,000 |
Term Bank Loans | ||
Debt Instrument [Line Items] | ||
Long-term debt including current portion | 121,574 | 124,959 |
Mortgage | ||
Debt Instrument [Line Items] | ||
Long-term debt including current portion | $ 2,467 | $ 2,582 |
Debt (Summary of notes carrying
Debt (Summary of notes carrying value) (Detail 1) - USD ($) $ in Thousands | Dec. 31, 2018 | Jun. 30, 2018 | Nov. 30, 2015 |
Debt Instrument [Line Items] | |||
Principal amount | $ 143,750 | ||
Net carrying value | $ 317,121 | $ 317,398 | |
Convertible Senior Notes, net | |||
Debt Instrument [Line Items] | |||
Principal amount | 143,750 | 143,750 | |
Unamortized debt discount | (11,104) | (13,909) | |
Unamortized debt issuance costs | (1,566) | (1,984) | |
Net carrying value | $ 131,080 | $ 127,857 |
Debt (Summary interest expense
Debt (Summary interest expense related to notes recognized) (Detail 2) - Interest expense - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Dec. 31, 2018 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Contractual coupon | $ 708 | $ 1,378 |
Amortization of debt discount | 1,414 | 2,805 |
Amortization of debt issuance costs | 209 | 418 |
Interest expense | $ 2,331 | $ 4,601 |
Debt (Narrative) (Detail)
Debt (Narrative) (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | |
Nov. 30, 2015USD ($)Share$ / shares | Dec. 31, 2018USD ($)Day | Jun. 30, 2018USD ($) | |
Debt Instrument [Line Items] | |||
Aggregate principal amount of notes | $ 143,750 | ||
Convertible Senior Notes due 2020 (the "Notes") | |||
Debt Instrument [Line Items] | |||
Principal amount of note | 125,000 | ||
Principal amount of additional convertible debt | $ 18,750 | ||
Aggregate principal amount of notes | $ 143,750 | $ 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 | 6 Months Ended | |||
Dec. 21, 2016USD ($)Entity | Dec. 31, 2018USD ($)Installment | Jun. 30, 2018USD ($) | Aug. 26, 2016USD ($) | Nov. 30, 2015USD ($) | |
Debt Instrument [Line Items] | |||||
Borrowed loans | $ 317,121 | $ 317,398 | |||
Remaining amount outstanding | $ 143,750 | ||||
Second Amended and Restated Credit Agreement (the "A&R Credit Agreement") | |||||
Debt Instrument [Line Items] | |||||
Number of banks | Entity | 11 | ||||
Revolving Bank Loans | |||||
Debt Instrument [Line Items] | |||||
Borrowed loans | $ 62,000 | 62,000 | |||
Revolving Bank Loans | Second Amended and Restated Credit Agreement (the "A&R 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 | Second Amended and Restated Credit Agreement (the "A&R Credit Agreement") | Eurodollar Loan | Minimum | |||||
Debt Instrument [Line Items] | |||||
Debt interest rate | 9.51% | ||||
Revolving Bank Loans | Second Amended and Restated Credit Agreement (the "A&R Credit Agreement") | Eurodollar Loan | Maximum | |||||
Debt Instrument [Line Items] | |||||
Debt interest rate | 9.76% | ||||
Initial Term Loan | |||||
Debt Instrument [Line Items] | |||||
Borrowed loans | $ 121,574 | $ 124,959 | |||
Number of installments | Installment | 19 | ||||
Frequency of periodic payment | Quarterly | ||||
Principal payment | $ 3,750 | ||||
Initial Term Loan | Second Amended and Restated Credit Agreement (the "A&R Credit Agreement") | |||||
Debt Instrument [Line Items] | |||||
Borrowed loans | 150,000 | ||||
Maximum amount of increase in debt pursuant to incremental loan feature | 100,000 | ||||
Remaining amount outstanding | $ 123,750 | ||||
Initial Term Loan | Second Amended and Restated Credit Agreement (the "A&R Credit Agreement") | Eurodollar Loan | |||||
Debt Instrument [Line Items] | |||||
Debt interest rate | 9.39% |
Debt (Narrative) (Detail 2)
Debt (Narrative) (Detail 2) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |||
Mar. 21, 2017 | Dec. 31, 2018 | Jan. 08, 2019 | Jun. 30, 2018 | May 03, 2018 | |
Line of Credit Facility [Line Items] | |||||
Borrowed loans | $ 317,121 | $ 317,398 | |||
Cash flow hedging | Interest rate swap | December 21, 2021 | |||||
Line of Credit Facility [Line Items] | |||||
Additional interest cost rate of derivative | 2.005% | ||||
Derivative, notional amount | $ 100,000 | ||||
Derivative, expiration date | Dec. 21, 2021 | ||||
Remaining notional balance of derivative | $ 80,000 | ||||
September 2018 Amendment | |||||
Line of Credit Facility [Line Items] | |||||
Increase in applicable margin interest rate | 4.50% | ||||
Maximum amount of limitation on dividend | $ 325 | ||||
September 2018 Amendment | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Remaining borrowing capacity | $ 55,000 | ||||
September 2018 Amendment | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Dividend restrictions | Amount not to exceed $325 | ||||
Aggregate purchase consideration for fiscal 2019 year, pursuant to agreement | $ 12,300 | ||||
September 2018 Amendment | ABR Loans | |||||
Line of Credit Facility [Line Items] | |||||
Applicable interest rate margin | 6.00% | ||||
September 2018 Amendment | Eurodollar Loan | |||||
Line of Credit Facility [Line Items] | |||||
Applicable interest rate margin | 7.00% | ||||
January 2019 Amendment | Interest rate swap | |||||
Line of Credit Facility [Line Items] | |||||
Cash receipt from termination | $ 1,145 | ||||
Revolving Bank Loans | |||||
Line of Credit Facility [Line Items] | |||||
Borrowed loans | $ 62,000 | $ 62,000 | |||
Revolving Bank Loans | May 2018 Amendment | |||||
Line of Credit Facility [Line Items] | |||||
Available revolving commitment | $ 100,000 | ||||
Revolving Bank Loans | January 2019 Amendment | |||||
Line of Credit Facility [Line Items] | |||||
Debt maturity date | Jun. 30, 2019 | ||||
Percentage of revolving commitment fee | 2.00% | ||||
Percentage of aggregate exposure | 0.25% | ||||
Revolving Bank Loans | January 2019 Amendment | Subsequent event | |||||
Line of Credit Facility [Line Items] | |||||
Available revolving commitment | $ 23,000 | ||||
Maximum amount to purchase assets prior to repayment of borrowed loans in fiscal 2019 | 6,500 | ||||
Maximum amount to purchase assets prior to repayment of borrowed loans in third quarter of fiscal 2019 | $ 3,105 | ||||
Percentage of waiver fee | 4.00% | ||||
Increased percentage of waiver fee | 6.00% |
Debt (Narrative) (Detail 3)
Debt (Narrative) (Detail 3) - Mortgage $ in Thousands | 1 Months Ended |
Jun. 30, 2011USD ($) | |
Debt Instrument [Line Items] | |
Mortgage payable | $ 3,947 |
Mortgage payable, amortization period | 20 years |
Debt interest rate | 4.92% |
Debt Instrument, Maturity Date | Jun. 30, 2021 |
Commitments, Contingencies an_2
Commitments, Contingencies and Other Matters (Narrative) (Detail) shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Dec. 21, 2016USD ($)shares | Jun. 30, 2009USD ($) | Dec. 31, 2018USD ($)Entityshares | Dec. 31, 2017shares | Dec. 31, 2018USD ($)Entityshares | Dec. 31, 2017USD ($)shares | Jun. 30, 2018USD ($) | |
Commitments and Contingencies Disclosure [Line Items] | |||||||
Environmental charge | $ 902 | ||||||
Citron and Lucid | |||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||
Deferred payment | $ 50,000 | ||||||
Interest rate | 5.00% | ||||||
Number of shares to be issued | shares | 5,122 | 5,122 | 5,122 | 5,122 | 5,122 | ||
Purchase price, earn-out period | 5 years | ||||||
Purchase price, earn-out amount | $ 50,000 | ||||||
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 | $ 4,010 | $ 4,010 | $ 5,746 | ||||
Arsynco | Berry's Creek Study Area | |||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||
Number of potentially responsible parties | Entity | 150 | 150 | |||||
Arsynco | Agreement to sell the Arsynco property | Environmental Remediation property for sale | |||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||
Expected sale of property value | 6,340 | ||||||
Arsynco | Minimum | |||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||
Estimated cost of environmental remediation obligations | $ 22,900 | ||||||
Arsynco | Maximum | |||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||
Estimated cost of environmental remediation obligations | 24,700 | ||||||
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 | $ 1,805 | 1,805 | $ 2,586 | ||||
Subsidiary | |||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||
Amount expected to be paid for product registrations and various task force groups | $ 5,644 | $ 5,644 |
Fair Value Measurements (Summar
Fair Value Measurements (Summary of Valuation of Financial Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jun. 30, 2018 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Foreign currency contracts-assets | $ 97 | $ 362 | [1] | ||
Foreign currency contracts-liabilities | 462 | 304 | [2] | ||
Derivative asset for interest rate swap | 1,135 | 1,839 | [3] | ||
Contingent consideration | [4] | 683 | |||
Time deposits | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash equivalents | 4,620 | 3,218 | |||
Investments | 1,013 | 3,030 | |||
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 | [5] | 0 | [1] | |
Foreign currency contracts-liabilities | 0 | [6] | 0 | [2] | |
Derivative asset for interest rate swap | 0 | [5] | 0 | [3] | |
Contingent consideration | [4] | 0 | |||
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 | 97 | [5] | 362 | [1] | |
Foreign currency contracts-liabilities | 462 | [6] | 304 | [2] | |
Derivative asset for interest rate swap | 1,135 | [5] | 1,839 | [3] | |
Contingent consideration | [4] | 0 | |||
Significant Other Observable Inputs (Level 2) | Time deposits | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash equivalents | 4,620 | 3,218 | |||
Investments | 1,013 | 3,030 | |||
Significant Unobservable Inputs (Level 3) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Foreign currency contracts-assets | 0 | [5] | 0 | [1] | |
Foreign currency contracts-liabilities | 0 | [6] | 0 | [2] | |
Derivative asset for interest rate swap | 0 | [5] | 0 | [3] | |
Contingent consideration | [4] | 683 | |||
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 Consolidated Balance Sheet as of June 30, 2018. | ||||
[2] | Included in "Accrued expenses" in the accompanying Consolidated Balance Sheet as of June 30, 2018. | ||||
[3] | Included in "Other Assets" in the accompanying Consolidated Balance Sheet as of June 30, 2018. | ||||
[4] | Included in "Long-term liabilities" in the accompanying Consolidated Balance Sheet as of June 30, 2018. | ||||
[5] | Included in "Other receivables" in the accompanying Condensed Consolidated Balance Sheet as of December 31, 2018. | ||||
[6] | Included in "Accrued expenses" in the accompanying Condensed Consolidated Balance Sheet as of December 31, 2018. |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Detail) - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Mar. 21, 2017 | Dec. 21, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2018 | Nov. 30, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Unrealized gain on interest rate swap | $ 1,135 | |||||||
Principal amount | $ 143,750 | |||||||
Theoretical borrowing rate used to calculate fair value of debt | 6.50% | |||||||
Fair value of the notes | $ 109,000 | 109,000 | ||||||
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] | ||||||||
Recognized non-cash goodwill impairment charge, before tax | $ 235,110 | |||||||
Foreign currency contract | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Derivative, notional amount | 61,904 | 61,904 | ||||||
Unrealized gains (losses) on hedging activities | 362 | $ (34) | 693 | $ 261 | ||||
Interest rate swap | January 2019 Amendment | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Cash receipt from termination | 1,145 | |||||||
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 | $ 80,000 | $ 80,000 | ||||||
Citron and Lucid | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Accrued contingent consideration | 683 | |||||||
Number of shares to be issued | 5,122 | 5,122 | 5,122 | 5,122 | 5,122 | |||
Reversed contingent consideration second quarter of fiscal 2019 | $ 724 |
Segment Information (Summary of
Segment Information (Summary of Segment Performance Measures by Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 163,649 | $ 171,229 | $ 328,054 | $ 356,484 |
Gross profit | 24,046 | 33,970 | 49,526 | 73,953 |
(Loss) income before income taxes | (21,810) | (499) | (40,905) | 1,639 |
Human Health | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 84,981 | 103,466 | 165,827 | 209,481 |
Pharmaceutical Ingredients | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 42,042 | 33,629 | 80,890 | 70,205 |
Performance Chemicals | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 36,626 | 34,134 | 81,337 | 76,798 |
Operating Segments | Human Health | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 84,981 | 103,466 | 165,827 | 209,481 |
Gross profit | 10,822 | 22,898 | 19,298 | 47,545 |
(Loss) income before income taxes | (10,596) | 2,288 | (23,643) | 7,314 |
Operating Segments | Pharmaceutical Ingredients | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 42,042 | 33,629 | 80,890 | 70,205 |
Gross profit | 6,353 | 4,381 | 13,247 | 10,221 |
(Loss) income before income taxes | 2,321 | 577 | 5,719 | 2,808 |
Operating Segments | Performance Chemicals | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 36,626 | 34,134 | 81,337 | 76,798 |
Gross profit | 6,871 | 6,691 | 16,981 | 16,187 |
(Loss) income before income taxes | 3,245 | 2,477 | 9,173 | 7,422 |
Unallocated Corporate | ||||
Segment Reporting Information [Line Items] | ||||
(Loss) income before income taxes | $ (16,780) | $ (5,841) | $ (32,154) | $ (15,905) |
Segment Information (Narrative)
Segment Information (Narrative) (Detail) | 6 Months Ended |
Dec. 31, 2018Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Jun. 30, 2018 | |
Income Tax [Line Items] | ||
Tax Cuts and Jobs Act, net tax expense (benefit) | $ 13,739 | |
Income tax expense due to remeasurement of deferred tax assets | $ 5,075 | |
Tax Cuts and Jobs Act one-time transition tax expense | 6,219 | |
Tax Cuts and Jobs Act reduction in transition tax expense | $ 405 | |
Earliest Tax Year | ||
Income Tax [Line Items] | ||
US corporate income tax rate | 35.00% | |
Latest Tax Year | ||
Income Tax [Line Items] | ||
US corporate income tax rate | 21.00% | |
Local tax authorities | ||
Income Tax [Line Items] | ||
Deferred tax liabilities, undistributed foreign earnings | $ 2,445 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Detail) - Subsequent event - USD ($) | Feb. 19, 2019 | Feb. 17, 2019 |
Revolving credit facility | DIP Credit Agreement | ||
Subsequent Event [Line Items] | ||
DIP outstanding facility | $ 60,000,000 | |
Eurodollar Loan | Revolving credit facility | DIP Credit Agreement | Maximum | ||
Subsequent Event [Line Items] | ||
Interest rate | 7.00% | |
ABR Borrowings | Revolving credit facility | DIP Credit Agreement | Maximum | ||
Subsequent Event [Line Items] | ||
Interest rate | 6.00% | |
NMC Atlas, L.P. | Asset Purchase Agreement | ||
Subsequent Event [Line Items] | ||
Aggregate purchase price in cash plus Assumed Liabilities | $ 338,000,000 |