Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2024 | Aug. 23, 2024 | Dec. 31, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Jun. 30, 2024 | ||
Entity File Number | 001-36410 | ||
Entity Registrant Name | Phibro Animal Health Corporation | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 13-1840497 | ||
Entity Address, Address Line One | Glenpointe Centre East, 3rd Floor | ||
Entity Address, Address Line Two | 300 Frank W. Burr Boulevard | ||
Entity Address, Address Line Three | Suite 21 | ||
Entity Address, City or Town | Teaneck | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07666-6712 | ||
City Area Code | 201 | ||
Local Phone Number | 329-7300 | ||
Title of 12(b) Security | Class A Common Stock, $0.0001 | ||
Trading Symbol | PAHC | ||
Security Exchange Name | NASDAQ | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Interactive Data Current | Yes | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Current Fiscal Year End Date | --06-30 | ||
Document Fiscal Year Focus | 2024 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001069899 | ||
Amendment Flag | false | ||
Entity Public Float | $ 234,820,329 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Firm ID | 238 | ||
Auditor Location | Florham Park, New Jersey | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Listing, Par Value Per Share | $ 0.0001 | ||
Entity Common Stock, Shares Outstanding | 20,337,574 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Listing, Par Value Per Share | $ 0.0001 | ||
Entity Common Stock, Shares Outstanding | 20,166,034 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | |||
Net sales | $ 1,017,679 | $ 977,889 | $ 942,261 |
Cost of goods sold | 704,587 | 679,652 | 656,861 |
Gross profit | 313,092 | 298,237 | 285,400 |
Selling, general and administrative expenses | 259,777 | 226,390 | 206,414 |
Operating income | 53,315 | 71,847 | 78,986 |
Interest expense, net | 18,536 | 15,321 | 11,875 |
Foreign currency (gains) losses, net | 23,863 | 2,455 | (5,216) |
Income before income taxes | 10,916 | 54,071 | 72,327 |
Provision for income taxes | 8,500 | 21,465 | 23,152 |
Net income | $ 2,416 | $ 32,606 | $ 49,175 |
Net income per share | |||
basic (in dollars per share) | $ 0.06 | $ 0.81 | $ 1.21 |
diluted (in dollars per share) | $ 0.06 | $ 0.81 | $ 1.21 |
Weighted average common shares outstanding | |||
basic (in shares) | 40,504 | 40,504 | 40,504 |
diluted (in shares) | 40,523 | 40,504 | 40,504 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | |||
Net Income (Loss) | $ 2,416 | $ 32,606 | $ 49,175 |
Change in fair value of derivative instruments | (11,485) | 3,698 | 21,681 |
Foreign currency translation adjustment | (8,942) | 3,972 | (18,939) |
Pension settlement recognition | 10,674 | ||
Unrecognized net pension gains (losses) | 310 | 212 | (4,235) |
(Provision) benefit for income taxes | 126 | (979) | (4,327) |
Other comprehensive income (loss) | (9,317) | 6,903 | (5,820) |
Comprehensive income (loss) | $ (6,901) | $ 39,509 | $ 43,355 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
ASSETS | ||
Cash and cash equivalents | $ 70,613 | $ 41,281 |
Short-term investments | 44,000 | 40,000 |
Accounts receivable, net | 169,452 | 163,479 |
Inventories, net | 265,911 | 277,570 |
Other current assets | 51,021 | 63,393 |
Total current assets | 600,997 | 585,723 |
Property, plant and equipment, net | 203,300 | 195,568 |
Intangibles, net | 45,033 | 54,987 |
Goodwill | 54,557 | 53,274 |
Other assets | 78,297 | 81,845 |
Total assets | 982,184 | 971,397 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Current portion of long-term debt | 29,795 | 22,295 |
Accounts payable | 85,567 | 73,853 |
Accrued expenses and other current liabilities | 88,786 | 79,852 |
Total current liabilities | 204,148 | 176,000 |
Revolving credit facility | 176,000 | 141,000 |
Long-term debt | 282,289 | 311,541 |
Other liabilities | 63,106 | 60,347 |
Total liabilities | 725,543 | 688,888 |
Commitments and contingencies (Note 13) | ||
Common stock, par value $0.0001 per share; 300,000,000 Class A shares authorized, 20,337,574 shares issued and outstanding at June 30, 2024, and June 30, 2023; 30,000,000 Class B shares authorized, 20,166,034 shares issued and outstanding at June 30, 2024, and June 30, 2023 | 4 | 4 |
Paid-in capital | 136,278 | 135,803 |
Retained earnings | 243,886 | 260,912 |
Accumulated other comprehensive loss | (123,527) | (114,210) |
Total stockholders' equity | 256,641 | 282,509 |
Total liabilities and stockholders' equity | $ 982,184 | $ 971,397 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Jun. 30, 2024 | Jun. 30, 2023 |
Preferred stock | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 16,000,000 | 16,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common Class A | ||
Common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 20,337,574 | 20,337,574 |
Common stock, shares outstanding (in shares) | 20,337,574 | 20,337,574 |
Common Class B | ||
Common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common stock, shares issued (in shares) | 20,166,034 | 20,166,034 |
Common stock, shares outstanding (in shares) | 20,166,034 | 20,166,034 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
OPERATING ACTIVITIES | |||
Net income | $ 2,416 | $ 32,606 | $ 49,175 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 36,178 | 34,012 | 32,705 |
Amortization of debt issuance costs | 1,040 | 727 | 590 |
Deferred income taxes | (12,042) | (2,838) | (806) |
Foreign currency (gains) losses, net | 13,114 | (10,398) | (4,808) |
Acquisition-related items | 521 | 316 | |
Pension settlement cost | 10,674 | ||
Brazil employment taxes | 4,202 | ||
Stock-based compensation | 475 | ||
Gain on sale of investment | (1,203) | ||
Other | (2,098) | 334 | 319 |
Changes in operating assets and liabilities, net of business acquisition: | |||
Accounts receivable, net | (8,678) | 5,335 | (23,625) |
Inventories, net | 2,641 | (11,222) | (46,999) |
Other current assets | 11,040 | (7,419) | (1,804) |
Other assets | 3,922 | 750 | (1,721) |
Accounts payable | 12,000 | (22,830) | 26,358 |
Accrued expenses and other liabilities | 12,189 | (5,747) | 3,152 |
Net cash provided by operating activities | 87,594 | 13,310 | 31,649 |
INVESTING ACTIVITIES | |||
Purchases of short-term investments | (65,523) | (40,000) | (64,100) |
Maturities of short-term investments | 61,523 | 17,000 | 90,100 |
Capital expenditures | (41,238) | (51,794) | (37,044) |
Business acquisition, net of cash acquired | (3,282) | (13,511) | |
Sale of investment | 1,353 | ||
Other, net | 326 | 776 | 620 |
Net cash used by investing activities | (48,194) | (74,018) | (22,582) |
FINANCING ACTIVITIES | |||
Revolving credit facility borrowings | 276,000 | 264,000 | 297,000 |
Revolving credit facility repayments | (241,000) | (268,000) | (247,000) |
Proceeds from long-term debt | 62,000 | ||
Payments of long-term debt | (22,295) | (15,315) | (9,375) |
Debt issuance costs | (1,473) | ||
Payment of contingent consideration | (4,840) | ||
Proceeds from insurance premium financing and other short-term debt | 8,593 | 6,356 | |
Payments of insurance premium financing and other short-term debt | (8,624) | (1,139) | |
Dividends paid | (19,442) | (19,442) | (19,442) |
Net cash (used) provided by financing activities | (6,768) | 26,987 | 16,343 |
Effect of exchange rate changes on cash | (3,300) | 754 | (1,374) |
Net increase (decrease) in cash and cash equivalents | 29,332 | (32,967) | 24,036 |
Cash and cash equivalents at beginning of period | 41,281 | 74,248 | 50,212 |
Cash and cash equivalents at end of period | 70,613 | 41,281 | 74,248 |
Supplemental cash flow information | |||
Interest paid, net | 17,253 | 14,575 | 11,159 |
Income taxes paid, net | 15,430 | 20,410 | 17,854 |
Non-cash investing and financing activities | |||
Property, plant and equipment | $ 2,367 | $ 2,764 | $ 2,953 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Total |
Balance at Jun. 30, 2021 | $ 4 | $ 135,803 | $ 218,015 | $ (115,293) | $ 238,529 |
Balance (in shares) at Jun. 30, 2021 | 40,503,608 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Comprehensive income (loss) | 49,175 | (5,820) | 43,355 | ||
Dividends declared | (19,442) | (19,442) | |||
Balance at Jun. 30, 2022 | $ 4 | 135,803 | 247,748 | (121,113) | 262,442 |
Balance (in shares) at Jun. 30, 2022 | 40,503,608 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Comprehensive income (loss) | 32,606 | 6,903 | 39,509 | ||
Dividends declared | (19,442) | (19,442) | |||
Balance at Jun. 30, 2023 | $ 4 | 135,803 | 260,912 | (114,210) | 282,509 |
Balance (in shares) at Jun. 30, 2023 | 40,503,608 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Comprehensive income (loss) | 2,416 | (9,317) | (6,901) | ||
Dividends declared | (19,442) | (19,442) | |||
Stock-based compensation expense | 475 | 475 | |||
Balance at Jun. 30, 2024 | $ 4 | $ 136,278 | $ 243,886 | $ (123,527) | $ 256,641 |
Balance (in shares) at Jun. 30, 2024 | 40,503,608 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parentheticals) - $ / shares | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Dividends declared | |||
Dividends declared (in dollars per share) | $ 0.48 | $ 0.48 | $ 0.48 |
Description of Business
Description of Business | 12 Months Ended |
Jun. 30, 2024 | |
Description of Business | |
Description of Business | 1. Description of Business Phibro Animal Health Corporation (“Phibro” or “PAHC”) and its subsidiaries (together, the “Company”) is a diversified global developer, manufacturer and marketer of a broad range of animal health and mineral nutrition products for food and companion animals including poultry, swine, beef and dairy cattle, aquaculture and dogs. The Company is also a manufacturer and marketer of performance products for use in the personal care, industrial chemical and chemical catalyst industries. Unless otherwise indicated or the context requires otherwise, references in this report to “we,” “our,” “us,” and similar expressions refer to Phibro and its subsidiaries. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and New Accounting Standards | 12 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies and New Accounting Standards | |
Summary of Significant Accounting Policies and New Accounting Standards | 2. Summary of Significant Accounting Policies and New Accounting Standards Principles of Consolidation and Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of Phibro and its consolidated subsidiaries. Intercompany balances and transactions have been eliminated from the consolidated financial statements. The decision whether to consolidate an entity requires consideration of majority voting interests, as well as effective control over the entity. We present our financial statements on the basis of our fiscal year ending June 30. All references to years in these consolidated financial statements refer to the fiscal year ending or ended on June 30 of that year. Risks and Uncertainties The issue of the potential for increased bacterial resistance to certain antibiotics used in certain food-producing animals is the subject of discussions on a worldwide basis and, in certain instances, has led to government restrictions on or banning of the use of antibiotics in food-producing animals. The sale of antibiotics and antibacterials is a material portion of our business. Should product bans or restrictions, public perception, competition or other developments result in restrictions on the sale of such products, it could have a material adverse effect on our financial position, results of operations and cash flows. An outbreak of disease carried by food animals, which could lead to the widespread death or precautionary destruction of food animals as well as reduced consumption and demand for animal protein, could adversely affect demand for our products. Such occurrences could have a material adverse effect on our financial condition, results of operations and cash flows. The testing, manufacturing, and marketing of certain of our products are subject to extensive regulation by numerous government authorities in the United States and other countries. We have significant assets in Israel, Brazil and other locations outside of the United States and a significant portion of our sales and earnings are attributable to operations conducted abroad. Our assets, results of operations and future prospects are subject to currency exchange fluctuations and restrictions, energy shortages, other economic developments, political or social instability in some countries, and uncertainty of, and governmental control over, commercial rights, which could result in a material adverse effect on our financial position, results of operations and cash flows. We are subject to environmental laws and regulations governing the use, storage, handling, generation, treatment, emission, release, discharge and disposal of certain materials and wastes, the remediation of contaminated soil and groundwater, the manufacture, sale and use of regulated materials, including pesticides, and the health and safety of employees. As such, the nature of our current and former operations and those of our subsidiaries expose Phibro and our subsidiaries to the risk of claims with respect to such matters. Our business could be impacted by economic sanctions, bans, boycotts, or broader military conflicts, including the ongoing armed conflicts between Israel and Hamas and between Russia and Ukraine. Other potential impacts include supply chain and logistics disruptions, macroeconomic impacts from the exclusion of Russian financial institutions from the global banking system, volatility in foreign exchange rates and interest rates, inflationary pressures on raw materials and energy, as well as heightened cybersecurity threats. Pandemics and similar outbreaks could directly or indirectly impact our business, results of operations and financial condition. A pandemic or any other similar health crisis could have economic impacts on customers, suppliers and markets. A pandemic could affect our future revenues, expenses, reserves and allowances, manufacturing operations and employee-related costs. Use of Estimates The Company’s consolidated financial statements have been prepared in accordance with GAAP. Preparation of these financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Actual results could differ from these estimates. Estimates are used when accounting for the valuation of intangible assets, depreciation and amortization periods of long-lived and intangible assets, recoverability of long-lived and intangible assets and goodwill, realizability of deferred income tax assets, sales discounts, rebates, allowances and incentives, contingencies, employee compensation and actuarial assumptions related to our pension plans. We regularly evaluate our estimates and assumptions using historical experience and other factors. Our estimates are based on complex judgments, probabilities and assumptions that we believe to be reasonable. Revenue Recognition We recognize revenue from product sales when obligations under the terms of a contract with the customer are satisfied; generally, this occurs with the transfer of control of the goods to the customers. Certain of our businesses have terms where control of the underlying product transfers to the customer on shipment, while others have terms where control transfers to the customer on delivery. Revenue reflects the total consideration to which we expect to be entitled in exchange for delivery of products or services, net of variable consideration. Variable consideration includes customer programs and incentive offerings, including pricing arrangements, rebates and other volume-based incentives. We record reductions to revenue for estimated variable consideration at the time we record the sale. Our estimates for variable consideration reflect the amount by which we expect variable consideration to affect the revenue recognized. Such estimates are generally based on contractual terms and historical experience and are adjusted to reflect future expectations as new information becomes available. Historically, we have not had significant adjustments to our estimates of variable compensation. Sales returns and product recalls have been insignificant and infrequent due to the nature of the products we sell. Net sales include shipping and handling fees billed to customers. The associated costs are considered fulfillment activities and are included in cost of goods sold in the consolidated statements of operations when the related revenue is recognized. Net sales exclude value-added and other taxes based on sales. Cash and Cash Equivalents Cash equivalents include highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents held at financial institutions may at times exceed insured amounts. We believe we mitigate such risk by investing in or through major financial institutions. Short-term Investments Short-term investments include highly liquid investments with maturities greater than three months and less than one year at the time of purchase. We classify these investments as held to maturity and we record the related interest income as earned. We determine the appropriate balance sheet classification at the time of purchase and at each balance sheet date. Investments held at financial institutions may at times exceed insured amounts. We believe we mitigate such risk by investing in or through major financial institutions. Accounts Receivable and Reserve for Credit Losses Trade accounts receivable are recorded at the invoiced amount and do not bear interest. We grant credit terms in the normal course of business and generally do not require collateral or other security to support credit sales. Our ten largest customers represented, in aggregate, approximately 13% and 16% of accounts receivable at June 30, 2024 and 2023, respectively. The reserve for credit losses is our best estimate of the credit losses in existing accounts receivable. We monitor the financial performance, historical and expected collection patterns, and creditworthiness of our customers so that we can properly assess and respond to changes in their credit profile. We also monitor domestic and international economic conditions for the potential future effect on our customers. Past due balances are reviewed individually for collectability. Account balances are charged against the reserve when we determine it is probable the receivable will not be recovered. Inventories Inventories are valued at the lower of cost or net realizable value. Cost is determined principally under weighted average and standard cost methods, which approximate first-in, first-out (FIFO) cost. Obsolete and unsalable inventories, if any, are reflected at estimated net realizable value. Inventory costs include materials, direct labor and manufacturing overhead. Property, Plant and Equipment Property, plant and equipment are stated at cost. Depreciation is charged to results of operations using the straight-line method two three Leases We determine at the inception of an arrangement whether the arrangement contains a lease. If an arrangement contains a lease, we assess the lease term when the underlying asset is available for use (“lease commencement”). Individual lease terms reflect the non-cancellable period of the lease, reasonably certain renewal periods and consideration of termination options. We determine the lease classification as either operating or financing at lease commencement, which governs the pattern of expense recognition and presentation in our consolidated financial statements. Our current lease portfolio only includes operating leases. We recognize a right-of-use (“ROU”) asset and a corresponding lease liability at lease commencement for leases with terms exceeding twelve months. Short-term leases with terms of twelve months or less are not recognized on the consolidated balance sheet and lease payments are recognized on a straight-line basis over the term. The values of the ROU assets and lease liabilities are calculated based on the present value of the fixed payment obligations over the lease term, using our incremental borrowing rate (“IBR”), determined at lease commencement. The IBR reflects the rate of interest we would expect to pay on a secured basis to borrow an amount equal to the lease payments under similar terms. The IBR incorporates the term and economic environment of the respective lease arrangements. We have elected to account for lease and non-lease components together as a single lease component and include fixed payment obligations related to such non-lease components in the measurement of ROU assets and lease liabilities. Fixed lease payments are recognized on a straight-line basis over the lease term. Variable lease payments can include index-based lease payments, real estate taxes, maintenance costs, utilization charges and other non-lease services paid to lessors and are not determinable at lease commencement. Variable lease payments are not included in the measurement of ROU assets and lease liabilities and are recognized in the period incurred. Capitalized Software Costs We capitalize costs to obtain, develop and implement software for internal use. Amounts paid to third parties and costs of internal employees who are directly associated with the software project are also capitalized, depending on the stage of development. We expense software costs that do not meet the capitalization criteria. Capitalized software costs are included in property, plant and equipment on the consolidated balance sheets and are amortized on a straight-line basis three Debt Issuance Costs Costs and original issue discounts or premiums related to issuance or modification of our debt are deferred on the consolidated balance sheet and amortized over the lives of the respective debt instruments. Amortization of debt issuance costs is included in interest expense in the consolidated statements of operations. Business Combinations Our consolidated financial statements reflect the operations of an acquired business beginning as of the date of acquisition. Assets acquired and liabilities assumed are recorded at their fair values at the date of acquisition; goodwill is recorded for any excess of the purchase price over the fair values of the net assets acquired. Significant judgment may be required to determine the fair values of certain tangible and intangible assets and in assigning their respective useful lives. Significant judgment also may be required to determine the fair values of contingent consideration, if any. We typically utilize third-party valuation specialists to assist us in determining fair values of significant tangible and intangible assets and contingent consideration. The fair values are based on available historical information and on future expectations and assumptions deemed reasonable by management, but are inherently uncertain. We typically use an income method to measure the fair value of intangible assets, based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect consideration of other marketplace participants and include the amount and timing of future cash flows, specifically the expected revenue growth rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances could affect the accuracy or validity of the estimates and assumptions. Determining the useful life of an intangible asset also requires judgment. Our estimates of the useful lives of intangible assets primarily are based on a number of factors including the competitive environment, underlying product life cycles, operating plans and the macroeconomic environment of the countries in which the products are sold. Intangible assets are amortized over their estimated lives. Intangible assets associated with acquired in-process research and development activities (“IPR&D”) are not amortized until a product is available for sale and regulatory approval is obtained. Long-Lived Assets and Goodwill We periodically review our long-lived and amortizable intangible assets for impairment and assess whether significant events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. Such circumstances may include a significant decrease in the market price of an asset, a significant adverse change in the manner in which the asset is being used or in its physical condition or a history of operating or cash flow losses associated with the use of an asset. We recognize an impairment loss when the carrying amount of an asset exceeds the anticipated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss is the excess of the asset’s carrying value over its fair value. In addition, we periodically reassess the estimated remaining useful lives of our long-lived and amortizable intangible assets. Changes to estimated useful lives would affect the amount of depreciation and amortization recorded in the consolidated statements of operations. Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in a business combination. We assess goodwill for impairment annually during our fourth quarter, or more frequently if impairment indicators exist. Impairment exists when the carrying amount of goodwill exceeds its implied fair value. We may elect to assess our goodwill for impairment using a qualitative or a quantitative approach, to determine whether it is more likely than not that the fair value of goodwill is greater than its carrying value. During the three months ended June 30, 2024, we tested goodwill using the quantitative approach and determined goodwill was not impaired. We have not recorded any goodwill impairment charges in the periods included in the consolidated financial statements. Foreign Currency Translation We generally use local currency as the functional currency to measure the financial position and results of operations of each of our international subsidiaries. We translate assets and liabilities of these operations at the exchange rates in effect at the balance sheet date. We translate income statement accounts at the average rates of exchange prevailing during the period. Translation adjustments that arise from the use of differing exchange rates from period to period are included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Certain of our Israeli operations have designated the U.S. dollar as their functional currency. Gains and losses arising from re-measurement of local currency accounts into U.S. dollars are included in determining net income. Comprehensive Income Comprehensive income consists of net income and the changes in: (i) the fair value of derivative instruments that qualify for hedge accounting; (ii) foreign currency translation adjustments; (iii) pension settlement recognition and unrecognized net pension gains (losses); and (iv) the related (provision) benefit for income taxes. Derivative Financial Instruments We record all derivative financial instruments on the consolidated balance sheets at fair value. Changes in the fair value of derivatives are recorded in results of operations or other comprehensive income (loss), depending on whether a derivative is designated and effective as part of a hedge transaction and, if so, the type of hedge transaction. Gains and losses on derivative instruments designated and effective as part of a hedge transaction are included in the results of operations in the periods in which operations are affected by the underlying hedged item. From time to time, we use certain derivative instruments to mitigate the risk associated with certain economic factors, such as exchange rates and interest rates, which may potentially affect our future cash flows. As of June 30, 2024, we used (i) foreign currency option contracts to mitigate certain exposures related to changes in foreign currency exchange rates on forecasted inventory purchases, and (ii) an interest rate swap on $300,000 of notional principal to manage future cash flow exposure resulting from variable interest rates on that amount of debt. To qualify a derivative as a hedge, we document the nature and relationships between hedging instruments and hedged items, the prospective effectiveness of the hedging instrument as well as the ultimate effectiveness, the risk-management objectives, the strategies for undertaking the various hedge transactions and the methods of assessing hedge effectiveness. We do not engage in trading or other speculative uses of financial instruments. Environmental Liabilities Expenditures for ongoing compliance with environmental regulations are expensed or capitalized as appropriate. We capitalize expenditures made to extend the useful life or productive capacity of an asset, including expenditures that prevent future environmental contamination. Other expenditures are expensed as incurred and are recorded in selling, general and administrative expenses in the consolidated statements of operations. We record the expense and related liability in the period an environmental assessment indicates remedial efforts are probable and the costs can be reasonably estimated. Estimates of the liability are based upon currently available facts, existing technology and presently enacted laws and regulations taking into consideration the likely effects of inflation and other societal and economic factors. All available evidence is considered, including prior experience in remediation of contaminated sites, other companies’ experiences and data released by the U.S. Environmental Protection Agency and other organizations. The estimated liabilities are not discounted. We record anticipated recoveries under existing insurance contracts if probable. Income Taxes The provision for income taxes includes U.S. federal, state, and foreign income taxes and foreign withholding taxes. Our annual effective income tax rate is determined based on our income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which we operate and the tax effects of items treated differently for tax purposes than for financial reporting purposes. Tax law requires certain items be included in the tax return at different times than the items are reflected in the financial statements. Some of these differences are permanent, such as expenses that are not deductible in our tax return, and some differences are temporary, reversing over time, such as depreciation expense. These temporary differences give rise to deferred tax assets and liabilities. Deferred tax assets generally represent the tax effect of items that can be used as a tax deduction or credit in future years for which we have already recorded the tax benefit in our income statement. Deferred tax liabilities generally represent the tax effect of items recorded as tax expense in our income statement for which payment has been deferred, the tax effect of expenditures for which a deduction has already been taken in our tax return but has not yet been recognized in our income statement, and the tax effect of assets recorded at fair value in business combinations for which there was no corresponding tax basis adjustment. The recognition and measurement of a tax position is based on management’s best judgment given the facts, circumstances and information available at the reporting date. Inherent in determining our annual effective income tax rate are judgments regarding business plans, planning opportunities and expectations about future outcomes. Realization of certain deferred tax assets, including research and development costs capitalized for income tax purposes and net operating loss carryforwards, is dependent upon generating sufficient future taxable income in the appropriate jurisdiction prior to the expiration of the amortization or carryforward periods. We establish valuation allowances for deferred tax assets when the amount of expected future taxable income is not likely to support the use of the deduction or credit. We may take tax positions that management believes are supportable but are potentially subject to successful challenge by the applicable taxing authority in the jurisdictions where we operate. We evaluate our tax positions and establish liabilities in accordance with the applicable accounting guidance on uncertainty in income taxes. We review these tax uncertainties in light of changing facts and circumstances, such as the progress of tax audits, and adjust them accordingly. Because there are a number of estimates and assumptions inherent in calculating the various components of our income tax provision, future events such as changes in tax legislation, the geographic mix of earnings, completion of tax audits or earnings repatriation plans could have an effect on those estimates and our effective income tax rate. Advertising Advertising and marketing costs are expensed as incurred and are reflected in selling, general and administrative expenses. Research and Development Expenditures Research and development expenditures are expensed as incurred and are recorded in selling, general and administrative expenses in the consolidated statements of operations. Most of our manufacturing facilities have scientists and technicians on staff involved in product development, quality assurance and providing technical services to customers. Research, development and technical service efforts are conducted at various facilities. Our animal health research and development activities relate to: companion animal product development, fermentation development and microbiological strain improvement; vaccine development; chemical synthesis and formulation development; nutritional specialties development; and ethanol-related products. Stock-Based Compensation We recognize expense for stock-based compensation to employees, including grants of restricted stock units, over the requisite service period based on the grant date fair value of the awards. We determine the fair value of performance-based restricted stock units using the Monte Carlo simulation models. The models use historical and current market data to estimate the fair value. The models incorporate various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the awards. Net Income per Share and Weighted Average Shares Basic net income per share is calculated by dividing net income by the weighted average number of common shares outstanding during the reporting period. Diluted net income per share is calculated by dividing net income by the weighted average number of common shares outstanding during the reporting period after giving effect to dilutive common shares equivalents, resulting from the assumed vesting of restricted stock units, unless the effect would be antidilutive. Common share equivalents were included in the calculation of diluted net income per share for the periods included in the consolidated financial statements, when applicable. For the Year Ended June 30 2024 2023 2022 Net income $ 2,416 $ 32,606 $ 49,175 Weighted average number of shares – basic 40,504 40,504 40,504 Dilutive effect of restricted stock units 19 — — Weighted average number of shares - diluted 40,523 40,504 40,504 Net income per share basic $ 0.06 $ 0.81 $ 1.21 diluted $ 0.06 $ 0.81 $ 1.21 New Accounting Standards Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, |
Proposed Acquisition
Proposed Acquisition | 12 Months Ended |
Jun. 30, 2024 | |
Proposed Acquisition | |
Proposed Acquisition | 3. Proposed Acquisition In April 2024, we entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Zoetis Inc. (“Zoetis”) to acquire Zoetis’s medicated feed additive (MFA) product portfolio, certain water-soluble products and related assets (the “Proposed Acquisition”). The purchase price is $350,000, subject to certain adjustments set forth in the Purchase Agreement, payable in cash at closing. Completion of the Proposed Acquisition is subject to satisfaction of customary closing conditions, including clearances by applicable regulatory authorities. |
Statements of Operations-Additi
Statements of Operations-Additional Information | 12 Months Ended |
Jun. 30, 2024 | |
Statements of Operations-Additional Information | |
Disaggregated Revenue, Deferred Revenue and Customer Payment Terms | Disaggregated revenue and customer payment terms We develop, manufacture and market a broad range of products for food and companion animals including poultry, swine, beef and dairy cattle, aquaculture and dogs. The products help prevent, control and treat diseases and enhance nutrition to help improve animal health and well-being. We sell animal health and mineral nutrition products directly to integrated poultry, cattle and swine customers and through commercial animal feed manufacturers, distributors and veterinarians The animal health industry and demand for many of the animal health products in a particular region are affected by changing disease pressures and by weather conditions, as product usage follows varying weather patterns and seasons. Our operations are primarily focused on regions where the majority of livestock production is consolidated in large commercial farms. We have a diversified portfolio of products that are classified within our three reportable business segments — Animal Health, Mineral Nutrition and Performance Products. Each segment has its own dedicated management and sales team. Animal Health The Animal Health business develops, manufactures and markets products in three main categories: ● MFAs and other: MFAs and other products primarily consist of concentrated medicated products administered through animal feeds, commonly referred to as Medicated Feed Additives (“MFAs”). Specific product classifications include antibacterials, which inhibit the growth of pathogenic bacteria that cause infections in animals; anticoccidials, which inhibit the growth of coccidia (parasites) that damage the intestinal tract of animals; and other related products. The MFAs and other category also includes antibacterials and other processing aids used in the ethanol fermentation industry. ● Nutritional specialties: Nutritional specialty products enhance nutrition to help improve health and performance in areas such as immune system function and digestive health. We are also a developer, manufacturer and marketer of microbial products and bioproducts for a variety of applications serving animal health and nutrition, environmental, industrial and agricultural customers. ● Vaccines: Vaccine products are primarily focused on preventing diseases in poultry, swine, beef and dairy cattle and aquaculture. They protect animals from either viral or bacterial disease challenges. We develop, manufacture and market conventionally licensed and autogenous vaccine products, as well as adjuvants for animal vaccine manufacturers. We have developed and market an innovative and proprietary delivery platform for vaccines. Mineral Nutrition The Mineral Nutrition business is comprised of formulations and concentrations of trace minerals such as zinc, manganese, copper, iron and other compounds, with a focus on customers in North America. Our customers use these products to fortify the daily feed requirements of their livestock’s diets and maintain an optimal balance of trace elements in each animal. We manufacture and market a broad range of mineral nutrition products for food animals including poultry, swine, and beef and dairy cattle. Performance Products The Performance Products business manufactures and markets specialty ingredients for use in the personal care, industrial chemical and chemical catalyst industries. The following tables present our revenues disaggregated by major product category and geographic region: Net Sales by Product Type For the Year Ended June 30 2024 2023 2022 Animal Health MFAs and other $ 420,959 $ 387,349 $ 361,538 Nutritional specialties 164,671 172,504 157,196 Vaccines 120,852 99,998 88,321 Total Animal Health $ 706,482 $ 659,851 $ 607,055 Mineral Nutrition 243,663 242,656 259,512 Performance Products 67,534 75,382 75,694 Total $ 1,017,679 $ 977,889 $ 942,261 Net Sales by Region For the Year Ended June 30 2024 2023 2022 United States $ 584,763 $ 578,773 $ 561,803 Latin America and Canada 247,705 219,846 191,047 Europe, Middle East and Africa 121,977 117,815 122,480 Asia Pacific 63,234 61,455 66,931 Total $ 1,017,679 $ 977,889 $ 942,261 Net sales by region are based on country of destination. Our customer payment terms generally range from 30 to 120 days globally and do not include any significant financing components. Payment terms vary based on industry and business practices within the regions in which we operate. Our average worldwide collection period for accounts receivable is approximately 60 days after the revenue is recognized. |
Additional Information | Additional Information For the Year Ended June 30 2024 2023 2022 Interest expense, net 2021 Credit Facilities $ 20,646 $ 17,302 $ 11,918 2022 Term loan 862 589 — Amortization of debt issuance costs 1,040 727 590 Other 462 58 183 Interest expense 23,010 18,676 12,691 Interest income (4,474) (3,355) (816) $ 18,536 $ 15,321 $ 11,875 For the Year Ended June 30 2024 2023 2022 Depreciation and amortization Depreciation of property, plant and equipment $ 26,517 $ 24,316 $ 23,781 Amortization of intangible assets 9,661 9,696 8,924 $ 36,178 $ 34,012 $ 32,705 Depreciation of property, plant and equipment includes amortization of capitalized software costs of $1,436, $1,455 and $1,047 during 2024, 2023 and 2022, respectively. Future amortization of intangible assets as of June 30, 2024 is expected to be: For the Years Ending June 30 2025 $ 7,918 2026 6,969 2027 6,591 2028 6,385 2029 6,385 Thereafter 10,785 Total $ 45,033 For the Year Ended June 30 2024 2023 2022 Research and development expense $ 29,194 $ 24,395 $ 20,832 |
Balance Sheets-Additional Infor
Balance Sheets-Additional Information | 12 Months Ended |
Jun. 30, 2024 | |
Balance Sheets-Additional Information | |
Balance Sheets-Additional Information | 5. Balance Sheets—Additional Information As of June 30 2024 2023 Accounts receivable, net Trade accounts receivable $ 170,913 $ 165,069 Reserve for credit losses (1,461) (1,590) $ 169,452 $ 163,479 As of June 30 2024 2023 Reserve for credit losses Balance at beginning of period $ 1,590 $ 3,510 Provision for estimated credit losses 1,538 943 Effect of changes in exchange rates (71) (61) Credit losses realized (1,596) (2,802) Balance at end of period $ 1,461 $ 1,590 As of June 30 2024 2023 Inventories, net Raw materials $ 72,799 $ 84,328 Work-in-process 23,550 22,350 Finished goods 169,562 170,892 $ 265,911 $ 277,570 As of June 30 2024 2023 Property, plant and equipment, net Land $ 30,624 $ 27,813 Buildings and improvements 120,173 105,184 Machinery and equipment 273,965 291,454 Construction in progress 23,892 34,743 448,654 459,194 Accumulated depreciation (245,354) (263,626) $ 203,300 $ 195,568 Certain of our facilities in Israel are on leased land. These leases expire in calendar years 2039, 2045 and 2062. Property, plant and equipment, net includes internal-use software costs, net of accumulated amortization, of $3,123 and $3,426 at June 30, 2024 and 2023, respectively. Weighted- Average Useful Life As of June 30 (Years) 2024 2023 Intangibles, net Cost Technology 12 $ 94,259 $ 95,576 Product registrations, marketing and distribution rights 9 18,117 18,557 Customer relationships 12 30,418 30,235 Trade names, trademarks and other 6 5,213 5,605 148,007 149,973 Accumulated amortization Technology (62,119) (55,396) Product registrations, marketing and distribution rights (17,326) (18,553) Customer relationships (19,001) (16,884) Trade names, trademarks and other (4,528) (4,153) (102,974) (94,986) $ 45,033 $ 54,987 As of June 30 2024 2023 Goodwill Balance at beginning of period $ 53,274 $ 53,226 Acquisition 1,397 — Effect of changes in exchange rates (114) 48 Balance at end of period $ 54,557 $ 53,274 As of June 30 2024 2023 Other assets ROU operating lease assets $ 37,604 $ 35,759 Deferred income taxes 19,371 8,711 Deposits 1,646 6,617 Insurance investments 6,305 6,067 Equity method investments 5,183 5,027 Derivative instruments — 10,225 Debt issuance costs 911 1,408 Other 7,277 8,031 $ 78,297 $ 81,845 As of June 30 2024 2023 Accrued expenses and other current liabilities Employee related $ 37,612 $ 29,359 Current operating lease liabilities 7,460 6,053 Commissions and rebates 7,875 5,833 Professional fees 8,918 5,032 Income and other taxes 2,931 8,663 Insurance-related 1,265 1,284 Insurance premium financing 5,185 4,769 Other 17,540 18,859 $ 88,786 $ 79,852 The insurance premium financing has a fixed interest rate of 6.95% and monthly payments of $648. As of June 30 2024 2023 Other liabilities Long-term operating lease liabilities $ 29,915 $ 29,077 Long-term and deferred income taxes 14,218 12,146 Supplemental retirement benefits, deferred compensation and other 6,678 6,552 U.S. pension plan 2,237 2,286 International retirement plans 3,212 4,210 Other long-term liabilities 6,846 6,076 $ 63,106 $ 60,347 As of June 30 2024 2023 Accumulated other comprehensive loss Derivative instruments $ 13,104 $ 24,589 Foreign currency translation adjustment (124,004) (115,062) Unrecognized net pension losses (13,012) (23,996) Provision for income taxes on derivative instruments (3,304) (6,207) Benefit for income taxes on long-term intercompany investments 8,166 8,166 Provision for income taxes on net pension losses (4,477) (1,700) $ (123,527) $ (114,210) |
Debt
Debt | 12 Months Ended |
Jun. 30, 2024 | |
Debt | |
Debt | 6. Debt Subsequent Event – 2024 Credit Agreement In July 2024, we entered into a Credit Agreement, (the “2024 Credit Agreement”) with a group of lenders, to refinance all our outstanding debt, to pay fees and expenses of the transaction, to finance the purchase price of the Proposed Acquisition upon completion and for ongoing working capital requirements and general corporate purposes. See “ Note 17 — Subsequent Event — 2024 Credit Agreement .” Term Loans and Revolving Credit Facilities In April 2021, we entered into an amended and restated credit agreement (the “2021 Credit Agreement”) under which we had a term A loan in an aggregate initial principal amount of $300,000 (the “2021 Term A Loan”) and a revolving credit facility under which we could borrow up to $250,000, subject to the terms of the agreement (the “2021 Revolver”). In November 2022, we amended the 2021 Credit Facilities to increase the revolving commitments under the 2021 Revolver to an aggregate amount of $310,000 and to adopt the SOFR as the reference for the fluctuating rate of interest on the 2021 Credit Facilities, replacing the LIBOR reference rate. In June 2023, we obtained an additional incremental Term loan (the “2023 Incremental Term Loan”) in the amount of $50,000 (the 2021 Revolver, the 2021 Term A Loan, and the 2023 Incremental Term Loan are collectively referred to as the “2021 Credit Facilities”). Borrowings under the 2021 Credit Facilities bear interest at rates based on the ratio of the Company and its subsidiaries’ net consolidated first lien indebtedness to the Company and its subsidiaries’ consolidated EBITDA (the “First Lien Net Leverage Ratio”). The interest rate per annum applicable to the 2021 Revolver and the 2021 Term A Loan is based on a fluctuating rate of interest plus an applicable rate equal to 1.50%, 1.75%, 2.00% or 2.25% in the case of adjusted SOFR rate loans and 0.50%, 0.75%, 1.00% or 1.25% in the case of base rate loans. The interest rate per annum applicable to the 2023 Incremental Term Loan is based on a fluctuating rate of interest plus an applicable rate equal to 2.00%, 2.25%, 2.50% or 2.75% in the case of adjusted SOFR rate loans and 1.00%, 1.25%, 1.50% or 1.75% in the case of base rate loans. The applicable rates are based on the First Lien Net Leverage Ratio (as defined in the 2021 Credit Agreement, as amended). Pursuant to the terms of the 2021 Credit Agreement, the 2021 Credit Facilities are subject to various covenants that, among other things and subject to the permitted exceptions described therein, restrict us and our subsidiaries with respect to: (i) incurring additional debt; (ii) making certain restricted payments or making optional redemptions of other indebtedness; (iii) making investments or acquiring assets; (iv) disposing of assets (other than in the ordinary course of business); (v) creating any liens on our assets; (vi) entering into transactions with affiliates; (vii) entering into merger or consolidation transactions; and (viii) creating guarantee obligations; provided, however, that we are permitted to pay distributions to stockholders out of available cash subject to certain annual limitations and so long as no default or event of default under the 2021 Credit Facilities shall have occurred and be continuing at the time such distribution is declared. Indebtedness under the 2021 Credit Facilities is collateralized by a first priority lien on substantially all assets of Phibro and certain of our domestic subsidiaries. The 2021 Credit Facilities mature in The 2021 Credit Agreement requires, among other things, compliance with financial covenants that permit: (i) a maximum First Lien Net Leverage Ratio of 4.00:1.00 (or, specifically with respect to the Test Periods ended June 30, 2024, a maximum of 4.25:1.00); and (ii) a minimum interest coverage ratio of 3.00:1.00, each calculated on a trailing four-quarter basis. The 2021 Credit Agreement contains an acceleration clause should an event of default (as defined in the 2021 Credit Agreement) occur. As of June 30, 2024, we were in compliance with the financial covenants. As of June 30, 2024, we had $176,000 in borrowings drawn under the 2021 Revolver and had outstanding letters of credit of $2,294, leaving $131,706 available for further borrowings and letters of credit under the 2021 Revolver, subject to restrictions in our 2021 Credit Facilities. We obtain letters of credit in connection with certain regulatory and insurance obligations, inventory purchases and other contractual obligations. The terms of these letters of credit are all less than one year. Other Long-Term Debt In September 2022, we entered into a credit agreement (the “2022 Term Loan”) in the amount of $12,000, collateralized by certain facilities. The 2022 Term Loan matures in September 2027. The interest rate per annum applicable to the 2022 Term Loan is based on a fluctuating rate of interest, at the Company’s election from time to time, equal to either (i) one-month adjusted SOFR plus 2.00%; or (ii) a base rate determined by reference to the greater of (a) the Prime Rate and (b) the Federal Funds Effective Rate plus 0.50%. The 2022 Term Loan is repayable in monthly installments of $35, with the balance payable at maturity. Interest Rates Interest rates as of the balance sheet dates and the weighted-average rates for the years presented were: June 30 Years Ended June 30 2024 2023 2024 2023 2022 2021 Revolver 6.00 % 6.09 % 6.14 % 5.42 % 2.08 % 2021 Term A Loan 2.36 % 2.36 % 2.36 % 2.37 % 2.99 % 2023 Incremental Term Loan 7.68 % 7.44 % 7.64 % 7.40 % — % 2022 Term Loan 7.43 % 7.25 % 7.41 % 6.43 % — % Interest rates as of the balance sheet dates are based on rates in effect as of those dates, including SOFR fluctuating rates of interest, applicable rates and the interest rate swap agreement. We are a party to an interest rate swap agreement on $300,000 of notional principal that effectively converts the floating SOFR portion of our interest obligation on that amount of debt to a fixed rate of 0.61% through June 2025. We have designated the interest rate swap as a highly effective cash flow hedge. For additional details, see “Note 14 — Derivatives.” Debt Maturities As of June 30 2024 2023 2021 Term A Loan due April 2026 $ 256,875 $ 273,750 2023 Incremental Term Loan due April 2026 45,000 50,000 2022 Term Loan due September 2027 11,265 11,685 313,140 335,435 Unamortized debt issuance costs (1,056) (1,599) 312,084 333,836 Less: current maturities of long-term debt and other (29,795) (22,295) Long-term debt $ 282,289 $ 311,541 Interest rates in the table are based on rates in effect as of the balance sheet dates, including fluctuating rates of interest, applicable rates and the interest rate swap agreement. Aggregate Maturities of Long-Term Debt and Revolver For the Years Ending June 30 Annual Maturities Interest Payments 2025 $ 29,795 $ 19,785 2026 272,920 26,598 2027 420 755 2028 10,005 184 Total $ 313,140 $ 47,322 For purposes of estimating future interest payments until maturity, we assume long-term debt decreases in accordance with the scheduled amortization and the 2021 Revolver continues unchanged at the June 30, 2024. We assume the March 2020 interest rate swap agreement remains in place through its June 2025 maturity and future interest rates and applicable rates are the same as the rates at June 30, 2024. |
Leases
Leases | 12 Months Ended |
Jun. 30, 2024 | |
Leases | |
Leases | 7. Leases Our lease portfolio consists of real estate, vehicles and equipment ROU assets, classified as operating leases. The remaining non-cancelable lease terms, inclusive of renewal options reasonably certain of exercise, range from one The following table summarizes the ROU assets and the related lease liabilities recorded on the consolidated balance sheet: As of June 30 2024 2023 Balance Sheet Classification Assets: Operating lease ROU assets $ 37,604 $ 35,759 Other Assets Liabilities: Current portion 7,460 6,053 Accrued expenses and other current liabilities Non-current portion 29,915 29,077 Other liabilities Total operating lease liabilities $ 37,375 $ 35,130 The following table summarizes the composition of net lease expense: For the Year Ended June 30 2024 2023 2022 Operating lease expense $ 8,888 $ 8,363 $ 8,461 Variable lease expense 1,150 1,139 1,376 Short-term lease expense 1,397 1,522 1,214 Total lease expense $ 11,435 $ 11,024 $ 11,051 The following tables include other supplemental information: For the Year Ended June 30 2024 2023 2022 Operating cash flows used for ROU operating leases $ 8,231 $ 7,798 $ 8,642 Non-cash changes to ROU operating assets and lease liabilities $ 9,283 $ 5,114 $ 11,930 As of June 30 2024 2023 Weighted average remaining lease term (in years) - operating leases 9.6 10.6 Weighted average discount rate - operating leases 4.73 % 3.89 % At June 30, 2024 maturities of future lease liabilities were: For the Years Ending June 30 2025 $ 8,800 2026 7,085 2027 5,212 2028 3,920 2029 3,048 2030 and thereafter 17,200 Total lease payments 45,265 Less: interest 7,890 Total operating lease liabilities $ 37,375 There were no significant future payment obligations related to executed lease agreements for which the related lease had not yet commenced as of June 30, 2024. Our lease agreements do not contain any material restrictive covenants or residual value guarantee provisions. |
Common Stock, Preferred Stock a
Common Stock, Preferred Stock and Dividends | 12 Months Ended |
Jun. 30, 2024 | |
Common Stock, Preferred Stock and Dividends | |
Common Stock, Preferred Stock and Dividends | 8. Common Stock, Preferred Stock and Dividends Preferred stock and common stock at June 30, 2024 and 2023 were: As of June 30 2024 2023 2024 2023 Authorized Shares Par value Issued and outstanding shares Preferred stock 16,000,000 16,000,000 $ 0.0001 — — Common stock – Class A 300,000,000 300,000,000 $ 0.0001 20,337,574 20,337,574 Common stock – Class B 30,000,000 30,000,000 $ 0.0001 20,166,034 20,166,034 Holders of our Class B common stock converted zero shares of Class B common stock to Class A common stock in 2024 and 2023. Common Stock General Except as otherwise provided by our amended and restated certificate of incorporation or applicable law, the holders of our Class A common stock and Class B common stock shall vote together as a single class. There are no cumulative voting rights. Holders of our Class A common stock and Class B common stock are entitled to receive dividends when and if declared by our Board of Directors out of funds legally available therefore, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our Class A common stock and Class B common stock will be entitled to receive our remaining assets available for distribution. Class A Common Stock Holders of our Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of our Class A common stock do not have preemptive, subscription or conversion rights. Our Class A common stock is not convertible and there are no redemption or sinking fund provisions applicable to our Class A common stock. Unless our Board of Directors determines otherwise, we will issue all of our capital stock in uncertificated form. Class B Common Stock Holders of our Class B common stock are entitled to 10 votes for each share held of record on all matters submitted to a vote of stockholders. BFI holds all of our outstanding Class B common stock. Holders of our Class B common stock do not have preemptive or subscription rights. There are no redemption or sinking fund provisions applicable to our Class B common stock. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain transfers by and among BFI, its affiliates and certain Bendheim family members, as described in the amended and restated certificate of incorporation. Once transferred and converted into Class A common stock, the Class B common stock will not be reissued. In addition, all shares of Class B common stock will automatically convert to shares of Class A common stock when the outstanding shares of Class B common stock and Class A common stock held by BFI, its affiliates and certain Bendheim family members, together, is less than 15% of the total outstanding shares of Class A common stock and Class B common stock, taken as a single class. Holders of our Class B common stock have the right to require us to register the sales of their shares under the Securities Act, under the terms of an agreement between us and the holders. Preferred Stock We do not have any preferred stock outstanding. Our Board of Directors has the authority to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more series and to fix the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series to the fullest extent permitted by the General Corporation Law of the State of Delaware. Dividends We declared and paid quarterly cash dividends totaling $19,442 for the years ended June 30, 2024, 2023 and 2022, to holders of our Class A common stock and Class B common stock. |
Stock Incentive Plan
Stock Incentive Plan | 12 Months Ended |
Jun. 30, 2024 | |
Stock Incentive Plan | |
Stock Incentive Plan | 9. Stock Incentive Plan In March 2008, our Board of Directors and stockholders adopted the 2008 Incentive Plan (the “Incentive Plan”). The Incentive Plan provides directors, officers, employees and consultants to the Company with opportunities to purchase common stock pursuant to options that may be granted and receive grants of restricted stock and other stock-based awards granted, from time to time by the Board of Directors or a committee approved by the Board. The Incentive Plan provides for grants of stock options, stock awards and other incentives for up to 6,630,000 shares. There were 4,481,620 Class A shares available for grant pursuant to the Incentive Plan as of June 30, 2024. Restricted Stock Units Our Board of Directors has approved grants of 600,000 restricted stock units (“RSUs”) to certain officers of the Company, pursuant to the Company's Incentive Plan and the RSU award agreements. Each RSU represents the right to receive a share of our common stock upon vesting. Certain RSUs are subject to time-based vesting, and certain RSUs are subject to performance-based vesting. The time-based RSUs vest in five fourth fifth We used Monte Carlo simulation models to determine the grant date fair values of the performance-based RSUs. Assumptions used by the models were based on information as of the grant date and included a risk-free rate of return, expected volatility and an expected dividend yield. The risk-free rate of return is based on U.S. treasury yields for bonds with similar maturities. Expected volatility is based on the historical volatility of the Company’s common stock. The expected dividend yield considers estimated annual dividends and the grant date share price of the underlying common stock. The fair value of the time-based RSUs is equal to the closing market price of the underlying common stock on the grant date, less the present value of expected dividends over the vesting period. The weighted-average grant date fair value of the RSUs granted in 2024 was $5.44 per share. We recognize stock-based compensation expense for the RSUs on a straight-line basis over the vesting periods. Stock-based compensation expense related to RSUs was $475, $0 and $0 for the years ended June 30, 2024, 2023 and 2022, respectively. At June 30, 2024, there was $2,788 of unrecognized compensation expense related to the RSUs, which will be recognized over a weighted-average period of 4.1 years. Stock Options There was no stock-based compensation expense related to employee stock options in the periods included in the consolidated financial statements, and there was no stock option activity during 2024. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions | |
Related Party Transactions | 10. Related Party Transactions Certain relatives of Jack C. Bendheim, our Chairman, President and Chief Executive Officer, provided services to the Company as employees or consultants and received aggregate compensation and benefits of $1,590, $1,924 and $2,203 during 2024, 2023 and 2022, respectively. Mr. Bendheim has sole authority to vote shares of our stock owned by BFI Co., LLC, an investment vehicle of the Bendheim family. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Jun. 30, 2024 | |
Employee Benefit Plans | |
Employee Benefit Plans | 11. Employee Benefit Plans Domestic Pension Plan We maintain a noncontributory defined benefit pension plan for all domestic nonunion employees employed on or prior to December 31, 2013, who meet certain requirements of age, length of service and hours worked per year. We amended the plan to eliminate credit for future service and compensation increases, effective September 2016. Plan benefits are based upon years of service and average compensation, as defined. The measurement dates for the plan were as of June 30, 2024 and 2023. In July 2023, we entered into an annuity purchase agreement to irrevocably transfer a portion of the pension benefit obligation to a third-party insurance company. The annuity purchase price was $26,381 and was approximately equal to the benefit obligation transferred. The annuity purchase was funded from pension assets. We recognized a partial settlement of the pension plan, resulting from the recognition of net pension losses previously included in Accumulated other comprehensive loss. We recorded $10,674 of expense in selling, general and administrative expenses in our consolidated statement of operations during the year ended June 30, 2024. Changes in the projected benefit obligation were: For the Year Ended June 30 2024 2023 Change in projected benefit obligation Projected benefit obligation at beginning of year $ 60,673 $ 63,079 Interest cost 1,775 2,608 Benefits paid (954) (2,865) Actuarial gain (1,852) (2,149) Settlement payment (26,381) — Projected benefit obligation at end of year $ 33,261 $ 60,673 The discount rate used for the projected benefit obligation at June 30, 2024 and 2023, was 5.4% and 5.0%, respectively. The projected benefit obligation for the year ended June 30, 2024 decreased due to the agreement to irrevocably transfer a portion of the pension benefit obligation to a third-party insurance company, as well as actuarial gains at the annual remeasurement period due to a higher discount rate, partially offset by losses derived from other actuarial assumptions. The discount rate used each period is determined with reference to current long-term bond market rates. The projected benefit obligation also increases each year by the interest cost due to the passage of time and decreases each year by the benefits paid to plan participants. Changes in the plan assets and funded status of the plan were: For the Year Ended June 30 2024 2023 Change in plan assets Fair value of plan assets at beginning of year $ 58,387 $ 61,286 Actual return on plan assets (28) (34) Benefits paid (954) (2,865) Settlement payment (26,381) — Fair value of plan assets at end of year $ 31,024 $ 58,387 Liability funded status at end of year $ (2,237) $ (2,286) The actual return on plan assets for the year ended June 30, 2024 was lower than expected due to a reduction in the market value of fixed income securities. Benefits paid decreased compared with the prior year as the pension settlement reduced the number of participants receiving benefits. Our investment strategy is to hold a significant portion of our plan assets in fixed income securities with maturities and amounts approximately matching projected future benefit payments. The funded status is included in other liabilities in the consolidated balance sheets at June 30, 2024 and 2023, respectively. We seek to maintain an asset balance that meets the long-term funding requirements identified by actuarial projections while also satisfying ERISA fiduciary responsibilities. We do not expect to contribute to the domestic pension plan during 2025. Accumulated other comprehensive loss related to the plan was: For the Year Ended June 30 2024 2023 Accumulated other comprehensive loss related to pension plan Balance at beginning of period $ (23,996) $ (24,208) Amortization of net actuarial loss 370 721 Current period net actuarial loss (60) (509) Settlement expense recognized 10,674 — Net change 10,984 212 Balance at end of period $ (13,012) $ (23,996) Net periodic pension expense was: For the Year Ended June 30 2024 2023 2022 Interest cost on benefit obligation $ 1,775 $ 2,608 $ 1,675 Expected return on plan assets (1,884) (2,624) (3,413) Amortization of net actuarial loss and prior service costs 370 721 480 Settlement expense 10,674 — — Net periodic pension expense (income) $ 10,935 $ 705 $ (1,258) Significant actuarial assumptions used for the net periodic pension expense for the plan were: For the Year Ended June 30 2024 2023 2022 Discount rate for interest cost 5.0 % 4.3 % 2.2 % Expected rate of return on plan assets 5.8 % 4.4 % 4.4 % Discount rate for benefit obligation 5.1 % 4.6 % 2.9 % The plan used the Aon AA Bond Universe as a benchmark for its discount rate as of June 30, 2024, 2023 and 2022. The discount rate is determined by matching the plan’s timing and amount of expected cash outflows to a bond yield curve constructed from a population of AA-rated corporate bond issues that are generally non-callable and have at least $250 million par value outstanding. From this, the discount rate that results in the same present value is calculated. Estimated future benefit payments, based on the benefit obligation as of June 30, 2024 are: For the Years Ending June 30 2025 $ 1,388 2026 1,600 2027 1,809 2028 1,955 2029 2,113 2030 – 2034 11,486 The plan’s target asset allocation for 2025 and the weighted-average asset allocation of plan assets as of June 30, 2024 and 2023 are: Target Allocation Percentage of Plan Assets For the Year Ended June 30 2025 2024 2023 Debt securities 65% - 85% 79% 75% Equity securities 10% - 30% 18% 12% Global asset allocation/risk parity (1) 0% - 15% 2% 3% Other 0% - 10% 1% 10% (1) The global asset allocation/risk parity category consists of a variety of asset classes including, but not limited to, global bonds, global equities, real estate and commodities. The expected long-term rate of return for the plan’s total assets is generally based on the plan’s asset mix. In determining the rate to use, we consider the expected long-term real returns on asset categories, expectations for inflation, estimates of the effect of active management and actual historical returns. The investment policy and strategy is to earn a long-term investment return sufficient to meet the obligations of the plan, while assuming a moderate amount of risk in order to maximize investment return. In order to achieve this goal, assets are invested in a diversified portfolio consisting of debt securities, equity securities and other investments in a manner consistent with ERISA’s fiduciary requirements. The fair values of the plan assets by asset category were: Fair Value Measurements Using As of June 30, 2024 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 277 — — $ 277 Common-collective funds Global large cap equities — 5,077 524 5,601 Fixed income securities — 24,650 — 24,650 Mutual funds Global asset allocations/risk parity 496 — — 496 $ 773 $ 29,727 $ 524 $ 31,024 Fair Value Measurements Using As of June 30, 2023 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 6,063 $ — $ — $ 6,063 Common-collective funds Global large cap equities — 5,552 1,519 7,071 Fixed income securities — 43,794 — 43,794 Mutual funds Global asset allocations/risk parity 1,426 — — 1,426 Other — — 33 33 $ 7,489 $ 49,346 $ 1,552 $ 58,387 The table below provides a summary of the changes in the fair value of Level 3 assets: Change in Fair Value Level 3 assets 2024 2023 Balance at beginning of period $ 1,552 $ 1,962 Redemptions (1,316) (603) Purchases 200 — Change in fair value 88 193 Balance at end of period $ 524 $ 1,552 The following outlines the valuation methodologies used to estimate the fair value of plan assets: ● Cash and cash equivalents are valued at $1 per unit; ● Common-collective funds are determined based on current market values of the underlying assets of the fund; ● Mutual funds are valued using quoted market prices in active markets; and ● For Level 3 managed assets, business appraisers use a combination of valuations and appraisal methodologies, as well as a number of assumptions to create a price that brokers evaluate. For Level 3 non-managed assets, pricing is provided by various sources, such as issuer or investment manager. Other employee benefit plans We provide a 401(k) retirement savings plan, under which United States employees may make pre-tax and post-tax contributions. The Company contributes: (i) a matching contribution equal to 100% of the first 6.0% of an employee’s contribution; and (ii) an additional discretionary contribution of up to 4.5% of compensation, depending on the employee’s age and years of service, provided that such contributions comply with ERISA non-discrimination requirements. Employee and Company contributions are subject to certain ERISA limitations. Employees are immediately vested in Company contributions. Our contribution expense was $5,395, $6,214 and $6,341 in 2024, 2023 and 2022, respectively. Our consolidated balance sheets include other employee-related liabilities of $9,990 and $10,862 as of June 30, 2024 and 2023, respectively, including international retirement plans, supplemental retirement benefits and long-term incentive arrangements. Expense under these plans was $4,189, $4,067 and $3,788 in 2024, 2023 and 2022, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2024 | |
Income Taxes | |
Income Taxes | 12. Income Taxes The components of income before income taxes consisted of the following: For the Year Ended June 30 2024 2023 2022 Domestic $ (22,820) $ 14,776 $ 27,695 Foreign 33,736 39,295 44,632 Income before income taxes $ 10,916 $ 54,071 $ 72,327 Components of the provision for income taxes were: For the Year Ended June 30 2024 2023 2022 Current provision: Federal $ 3,037 $ 9,801 $ 4,874 State and local 1,718 1,810 1,468 Foreign 15,740 12,750 17,613 Total current provision 20,495 24,361 23,955 Deferred provision (benefit): Federal (4,755) (6,151) (75) State and local (1,523) (266) 251 Foreign (4,468) 3,424 23 Change in foreign valuation allowances (1,249) 97 (1,002) Total deferred benefit (11,995) (2,896) (803) Provision for income taxes $ 8,500 $ 21,465 $ 23,152 Reconciliations of the federal statutory rate to the Company’s effective tax rate were: For the Year Ended June 30 2024 2023 2022 U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 % State and local taxes, net of federal benefit (1.1) 2.0 2.0 Higher taxes on non-U.S. income 9.9 8.9 4.8 Changes in uncertain tax positions 30.7 5.1 4.4 Global Intangible Low-Taxed Income 18.3 3.3 0.3 Recognition of federal and foreign tax credits (10.6) (3.1) (0.9) Change in valuation allowance (11.4) 0.2 (1.4) Foreign derived intangible income (3.8) (3.7) (2.1) Non-U.S. withholding and related taxes, net, on planned repatriation 28.4 — — Impact of foreign tax credit regulations and related changes (20.0) 1.9 — Non-deductible operating expenses 11.3 0.9 0.8 Non-deductible acquisition costs 4.3 — — Other 0.9 3.2 3.1 Effective income tax rate 77.9 % 39.7 % 32.0 % We record the Global Intangible Low-Taxed Income (“GILTI”) aspects of comprehensive U.S. income tax legislation as a period expense. The provision for income taxes for the years ended June 30, 2024, 2023 and 2022, included $2,003, $1,775 and $207 of federal tax expense from the effects of GILTI, respectively. The Company benefits from certain tax holidays in Israel; the impact of which are included within Higher taxes on non-U.S. income. The tax effects of significant temporary differences that comprise deferred tax assets and liabilities were: As of June 30 2024 2023 Deferred tax assets: Employee-related accruals $ 6,620 $ 5,461 Inventory 1,521 2,864 Environmental remediation 767 1,733 Net operating loss carry forwards–domestic 777 839 Net operating loss carry forwards–foreign 3,813 4,389 Operating lease liabilities 6,788 6,521 R&D cost capitalization 7,227 4,283 Unrealized foreign exchange 1,470 — Carried foreign interest expense 4,518 — Other 7,224 (1,311) 40,725 24,779 Valuation allowance (1,288) (2,598) 39,437 22,181 Deferred tax liabilities: Property, plant and equipment and intangible assets (5,282) (6,286) Operating lease ROU assets (6,441) (6,280) Unrealized foreign exchange — (1,906) Non-U.S. withholding and related taxes, net, on planned repatriation (2,828) — Other (6,182) (712) (20,733) (15,184) Net deferred tax asset $ 18,704 $ 6,997 Deferred taxes are included in the consolidated balance sheets as follows: As of June 30 2024 2023 Other assets $ 19,371 $ 8,711 Other liabilities (667) (1,714) $ 18,704 $ 6,997 The valuation allowance established against deferred tax assets was: As of June 30 2024 2023 2022 Balance at beginning of period $ 2,598 $ 2,618 $ 3,709 (Benefit) provision for income taxes (1,310) (20) (1,091) Balance at end of period $ 1,288 $ 2,598 $ 2,618 The Company records valuation allowances against certain foreign and state deferred tax assets when, after considering all of the available evidence, it is more likely than not that these assets will not be realized. The Company has $17,250 of state net operating loss carry forwards. $9,320 that will expire in 2024 through 2043, and $7,930 that do not expire, and $16,208 of foreign net operating loss carry forwards of which most are in jurisdictions that have no expiration. If amounts are repatriated from certain of our foreign subsidiaries, we could be subject to additional non-U.S. income and withholding taxes. We expect to repatriate approximately $80,000 of non-U.S. earnings, which will be subject to applicable non-U.S. withholding and related taxes, net of reductions in U.S. income taxes. As of June 30, 2024 we recorded a liability of $2,828 related to the planned repatriation of international earnings. We consider all other undistributed earnings of such foreign subsidiaries to be indefinitely reinvested. At June 30, 2024, our cash and cash equivalents and short-term investments included $111,890 held by our international subsidiaries. We do not provide income taxes for foreign currency translation adjustments relating to investments in international subsidiaries that will be held indefinitely. As tax law is complex and often subject to varied interpretations, it is uncertain whether some of our tax positions will be sustained upon examination. Tax liabilities associated with uncertain tax positions represent unrecognized tax benefits, which arise when the estimated benefit recorded in our financial statements differs from the amounts taken or expected to be taken in a tax return because of the uncertainties described above. Substantially all of these unrecognized tax benefits, if recognized, would reduce our effective income tax rate. Reconciliations of the beginning and ending amounts of gross unrecognized tax benefits are as follows: As of June 30 2024 2023 2022 Unrecognized tax benefits–beginning of period $ 9,449 $ 7,832 $ 5,311 Tax position changes–current period 2,066 2,181 5,333 Tax position changes–prior periods, including settlements with tax authorities 615 193 (1,175) Lapse of statute of limitations (58) (194) (1,071) Effect of changes in exchange rates (211) (563) (566) Unrecognized tax benefits–end of period 11,861 9,449 7,832 Interest and penalties–end of period 1,689 981 427 Total liabilities related to uncertain tax positions $ 13,550 $ 10,430 $ 8,259 We recognize interest and penalties associated with uncertain tax positions as a component of the provision for income taxes. We recognized and recorded interest and penalties expense of $740, $589 and $74 for 2024, 2023 and 2022, respectively. Income tax returns for the following periods are no longer subject to examination by the relevant tax authorities: ● U.S. federal and significant states, through June 30, 2019; ● Brazil, through December 31, 2018; and ● Israel, through June 30, 2020, for certain subsidiaries and through June 30, 2021, for certain subsidiaries. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies | |
Commitments and Contingencies | 13. Commitments and Contingencies Environmental Our operations and properties are subject to extensive federal, state, local and foreign laws and regulations, including those governing pollution; protection of the environment; the use, management, and release of hazardous materials, substances and wastes; air emissions; greenhouse gas emissions; water use, supply and discharges; the investigation and remediation of contamination; the manufacture, distribution, and sale of regulated materials, including pesticides; the importing, exporting and transportation of products; and the health and safety of our employees (collectively, “Environmental Laws”). As such, the nature of our current and former operations exposes us to the risk of claims with respect to such matters, including fines, penalties, and remediation obligations that may be imposed by regulatory authorities. Under certain circumstances, we might be required to curtail operations until a particular problem is remedied. Known costs and expenses under Environmental Laws incidental to ongoing operations, including the cost of litigation proceedings relating to environmental matters, are included within operating results. Potential costs and expenses may also be incurred in connection with the repair or upgrade of facilities to meet existing or new requirements under Environmental Laws or to investigate or remediate potential or actual contamination, and from time to time we establish reserves for such contemplated investigation and remediation costs. In many instances, the ultimate costs under Environmental Laws and the period during which such costs are likely to be incurred are difficult to predict. While we believe that our operations are currently in material compliance with Environmental Laws, we have, from time to time, received notices of violation from governmental authorities, and have been involved in civil or criminal action for such violations. Additionally, at various sites, our subsidiaries are engaged in continuing investigation, remediation and/or monitoring efforts to address contamination associated with historic operations of the sites. We devote considerable resources to complying with Environmental Laws and managing environmental liabilities. We have developed programs to identify requirements under, and maintain compliance with Environmental Laws; however, we cannot predict with certainty the effect of increased and more stringent regulation on our operations, future capital expenditure requirements, or the cost of compliance. The nature of our current and former operations exposes us to the risk of claims with respect to environmental matters and we cannot assure we will not incur material costs and liabilities in connection with such claims. Based on our experience, we believe that the future cost of compliance with existing Environmental Laws, and liabilities for known environmental claims pursuant to such Environmental Laws, will not have a material adverse effect on our financial position, results of operations, cash flows or liquidity. The United States Environmental Protection Agency (the “EPA”) oversees remediation of contaminated groundwater that has migrated from the Omega Chemical Corporation Superfund Site (“Omega Chemical Site”), which is upgradient of the Santa Fe Springs, California facility of our subsidiary, Phibro-Tech, Inc. (“Phibro-Tech”). The EPA entered into a settlement agreement and court-approved consent decree (the “Consent Decree”) with a group of companies, including Phibro-Tech and certain other subsidiaries of PAHC due to groundwater contamination from Phibro-Tech’s Santa Fe Springs facility that has allegedly commingled with contaminated groundwater from the Omega Chemical Site. In February 2023, Phibro-Tech signed a definitive settlement agreement that provided for a “cash-out” settlement, with contribution protection, for Phibro-Tech and its affiliates releasing Phibro-Tech and its affiliates from liability for contamination of the groundwater plume affected by the Omega Chemical Site (with certain exceptions). The settlement agreement does not constitute an admission of liability on the part of Phibro-Tech or its affiliates. As part of the settlement, Phibro-Tech also resolved all claims for indemnification and contribution between Phibro-Tech and the successor to the prior owner of the Phibro-Tech site. The EPA, the Department of Justice and the district court have approved the definitive settlement agreement and the Consent Decree. The district court’s order can be appealed within 60 days, which period will expire on September 10, 2024. As of June 30, 2024, Phibro-Tech and one of its affiliates have made settlement payments totaling $5,019 , which represents all cash payments required by the definitive settlement agreement. Based upon information available, to the extent such costs can be estimated with reasonable certainty, we estimated the cost for further investigation and remediation of identified soil and groundwater problems at operating sites, closed sites and third-party sites, and closure costs for closed sites to be approximately $4,282 and $8,505 at June 30, 2024 and 2023, respectively, which is included in current and long-term liabilities on the consolidated balance sheets. However, future events, such as new information, changes in existing Environmental Laws or their interpretation, and more vigorous enforcement policies of regulatory agencies, may give rise to additional expenditures or liabilities that could be material. For all purposes of the discussion under this caption and elsewhere in this report, it should be noted that we take and have taken the position that neither PAHC nor any of our subsidiaries are liable for environmental or other claims made against one or more of our other subsidiaries or for which any of such other subsidiaries may ultimately be responsible. Claims and Litigation PAHC and its subsidiaries are party to various claims and lawsuits arising out of the normal course of business including product liabilities, payment disputes and governmental regulation. Certain of these actions seek damages in various amounts. In many cases, such claims are covered by insurance. We believe that none of the claims or pending lawsuits, either individually or in the aggregate, will have a material adverse effect on our financial position, results of operations, cash flows or liquidity. Employment and Severance Agreements We have entered into employment agreements with certain executive management and other employees that specify severance benefits of up to 15 months of the employee’s compensation. Purchase Commitments As of June 30, 2024, we have agreements to purchase goods and services totaling approximately $2,000 that are enforceable and legally binding and include amounts for future purchases. Payments for these obligations are expected to be approximately $2,000 in 2025. |
Derivatives
Derivatives | 12 Months Ended |
Jun. 30, 2024 | |
Derivatives | |
Derivatives | 14. Derivatives We monitor our exposure to foreign currency exchange rates and interest rates and from time-to-time use derivatives to manage certain of these risks. We designate derivatives as a hedge of a forecasted transaction or of the variability of the cash flows to be received or paid in the future related to a recognized asset or liability (cash flow hedge). All changes in the fair value of a highly effective cash flow hedge are recorded in accumulated other comprehensive income (loss). We routinely assess whether the derivatives used to hedge transactions are effective. If we determine that a derivative ceases to be an effective hedge, we discontinue hedge accounting in the period of the assessment for that derivative, and immediately recognize any unrealized gains or losses related to the fair value of that derivative in the consolidated statements of operations. We record derivatives at fair value in the consolidated balance sheets. For additional details regarding fair value, see “Note 15— Fair Value Measurements.” We are a party to an interest rate swap agreement on $300,000 of notional principal that effectively converts the floating portion of our interest obligation on that amount of debt to a fixed interest rate of 0.61% through June 2025. We designated the interest rate swap as a highly effective cash flow hedge. We are a party to foreign currency option contracts used to hedge cash flows related to monthly inventory purchases. The individual option contracts mature monthly through December 2024. The forecasted inventory purchases are probable of occurring and the individual option contracts were designated as highly effective cash flow hedges. The consolidated balance sheet includes the net fair values of our outstanding foreign currency option contracts within the respective line items, based on the net financial position and maturity date of the individual contracts. The consolidated balance sheet includes the net fair values of our outstanding interest rate swap within the respective balance sheet line items, based on the expected timing of the cash flows. The consolidated balance sheet includes assets and liabilities for the fair values of outstanding derivatives that are designated and effective as cash flow hedges as follows: As of June 30 2024 2023 Other current assets Foreign currency option contracts, net $ 39 $ 333 Interest rate swap 13,151 14,031 Other assets Foreign currency option contracts, net — — Interest rate swap — 10,225 Accrued expense and other current liabilities Foreign currency option contracts, net (41) — Interest rate swaps — — Total Fair Value Foreign currency option contracts, net (2) 333 Interest rate swap 13,151 24,256 Notional amounts of the derivatives as of the balance sheet date were: As of June 30 2024 Interest rate swap $ 300,000 Brazil Real-USD call options R$ 36,000 Brazil Real-USD put options R$ (36,000) USD-Israel shekel call options $ (3,043) USD-Israel shekel put options $ 3,043 The consolidated statements of operations and statements of other comprehensive income (“OCI”) for the years ended June 30, 2024 and 2023 included the effects of derivatives as follows: For the Year Ended June 30 2024 2023 Foreign currency option contracts, net (Income) expense recorded in consolidated statements of operations $ (1,126) $ 1,237 Consolidated statement of operations - total cost of goods sold $ 704,587 $ 679,652 Consolidated statement of operations - total selling, general and administrative expenses $ 259,777 $ 226,390 (Income) expense recorded in comprehensive income $ 380 $ 270 Interest rate swap (Income) expense recorded in consolidated statements of operations $ (14,503) $ (9,870) Consolidated statement of operations - total interest expense, net $ 18,536 $ 15,321 (Income) expense recorded in comprehensive income $ 11,105 $ (3,968) We recognize gains and losses related to certain foreign currency derivatives as a component of cost of goods sold at the time the hedged item is sold. Inventory as of June 30, 2024 included realized net gains of $1,142 related to matured contracts. We anticipate the net gains included in inventory will be recognized in cost of goods sold within the next 12 months. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurements | |
Fair Value Measurements | 15. Fair Value Measurements Fair value is defined as the exit price that would be received to sell an asset or paid to transfer a liability. Fair value is a market-based measurement that should be determined using assumptions that market participants would use in pricing an asset or liability. Financial assets and liabilities are measured at fair value using the three-level valuation hierarchy for disclosure of fair value measurements. The determination of the applicable level within the hierarchy of a particular asset or liability depends on the inputs used in the valuation as of the measurement date, notably the extent to which the inputs are market-based (observable) or internally derived (unobservable). Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs based on a company’s own assumptions about market participant assumptions developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Significant observable inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly through corroboration with observable market data. Level 3 — Unobservable inputs for which there is little or no market data available, and that are significant to the overall fair value measurement, are employed that require the reporting entity to develop its own assumptions. In assessing the fair value of financial instruments at June 30, 2024 and 2023, we used a variety of methods and assumptions that were based on estimates of market conditions and risks existing at the time. Short-Term Investments Our short-term investments consist of cash deposits held at financial institutions. We consider the carrying amounts of these short-term investments to be representative of their fair value. Current Assets and Liabilities We consider the carrying amounts of current assets and current liabilities to be representative of their fair value because of the current nature of these items. Debt We record debt, including term loans and revolver balances, at amortized cost in our consolidated financial statements. We believe the carrying value of the debt is approximately equal to its fair value, due to the variable nature of the instruments and our evaluation of estimated market prices. Derivatives We determine the fair value of derivative instruments based upon pricing models using observable market inputs for these types of financial instruments, such as spot and forward currency translation rates. Non-Financial Assets Our non-financial assets, which primarily consist of goodwill, other intangible assets, property and equipment, and lease-related ROU assets, are not required to be measured at fair value on a recurring basis, and instead are reported at carrying value in the consolidated balance sheet. Assets and liabilities may be required to be measured at fair value on a non-recurring basis, either upon initial recognition or for subsequent accounting or reporting, including the initial recognition of net assets acquired in a business combination. These fair value measurements involve unobservable inputs that reflect estimates and assumptions that represent Level 3 inputs. Fair Value of Assets (Liabilities) As of June 30, 2024 June 30, 2023 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Short-term investments $ 44,000 $ — $ — $ 40,000 $ — $ — Foreign currency derivatives $ — $ (2) $ — $ — $ 333 $ — Interest rate swap $ — $ 13,151 $ — $ — $ 24,256 $ — There were no transfers between levels during the periods presented. There were no changes in the fair value of the Level 3 liabilities. For a detailed discussion on the fair value of our pension plan assets, see “Note 11 — Employee Benefit Plans.” |
Business Segments
Business Segments | 12 Months Ended |
Jun. 30, 2024 | |
Business Segments | |
Business Segments | 16. Business Segments We evaluate performance and allocate resources based on the Animal Health, Mineral Nutrition and Performance Products segments. Certain of our costs and assets are not directly attributable to a segment or segments and we refer to these items as Corporate. We do not allocate Corporate costs or assets to the other segments because they are not used to evaluate the segments’ operating results or financial position. Corporate costs include certain costs related to executive management, information technology, legal, finance, human resources and business development. The accounting policies of our segments are the same as those described in the summary of significant accounting policies included herein. We evaluate performance of our segments based on Adjusted EBITDA. We calculate Adjusted EBITDA as net income plus (a) interest expense, net, (b) provision for income taxes or less benefit for income taxes, (c) depreciation and amortization, (d) other expense or less other income, as separately reported on our consolidated statements of operations, including foreign currency (gains) losses, net and (e) certain items that we consider to be unusual, non-operational or non-recurring. For the Year Ended June 30 2024 2023 2022 Net sales Animal Health $ 706,482 $ 659,851 $ 607,055 Mineral Nutrition 243,663 242,656 259,512 Performance Products 67,534 75,382 75,694 Total segments $ 1,017,679 $ 977,889 $ 942,261 Depreciation and amortization Animal Health $ 30,194 $ 27,714 $ 26,759 Mineral Nutrition 2,427 2,638 2,616 Performance Products 1,688 1,780 1,717 Total segments $ 34,309 $ 32,132 $ 31,092 Adjusted EBITDA Animal Health $ 145,606 $ 136,139 $ 124,106 Mineral Nutrition 16,449 17,417 24,038 Performance Products 7,662 9,346 8,706 Total segments $ 169,717 $ 162,902 $ 156,850 Reconciliation of income before income taxes to Adjusted EBITDA Income before income taxes $ 10,916 $ 54,071 $ 72,327 Interest expense, net 18,536 15,321 11,875 Depreciation and amortization – Total segments 34,309 32,132 31,092 Depreciation and amortization – Corporate 1,869 1,880 1,613 Corporate costs 58,480 50,149 45,767 Acquisition-related cost of goods sold 521 — 316 Acquisition-related transaction costs 6,405 — 279 Pension settlement cost 10,674 — — Brazil employment taxes 4,202 — — Stock-based compensation 475 — — Phibro Forward income growth initiatives implementation costs 366 — — Insurance proceeds (899) — — Environmental remediation costs — 6,894 — Gain on sale of investment — — (1,203) Foreign currency (gains) losses, net 23,863 2,455 (5,216) Adjusted EBITDA – Total segments $ 169,717 $ 162,902 $ 156,850 As of June 30 2024 2023 Identifiable assets Animal Health $ 684,407 $ 698,522 Mineral Nutrition 67,088 75,814 Performance Products 50,862 49,678 Total segments 802,357 824,014 Corporate 179,827 147,383 Total $ 982,184 $ 971,397 The Animal Health segment includes all goodwill of the Company. Corporate assets include cash and cash equivalents, short-term investments, debt issuance costs, income tax related assets and certain other assets. The geographic location of property, plant and equipment, net was: As of June 30 2024 2023 Property, plant and equipment, net United States $ 87,526 $ 79,404 Israel 60,395 61,304 Brazil 30,348 30,359 Ireland 19,038 18,900 Other 5,993 5,601 $ 203,300 $ 195,568 |
Subsequent Event - 2024 Credit
Subsequent Event - 2024 Credit Agreement | 12 Months Ended |
Jun. 30, 2024 | |
Subsequent Event - 2024 Credit Agreement | |
Subsequent Event - 2024 Credit Agreement | 17. Subsequent Event – 2024 Credit Agreement In July 2024, we entered into the 2024 Credit Agreement with a group of lenders. Initial borrowings were used to refinance all our outstanding debt, to pay fees and expenses of the transaction, and for ongoing working capital requirements and general corporate purposes. Borrowings under the Delayed Draw Term A-1 and A-2 Loans will be used to finance the purchase price of the Proposed Acquisition upon completion of the acquisition (the “Closing Date”). Under the 2024 Credit Agreement, there are (i) Initial Term A-1 Loans in an initial aggregate principal amount of $162,000 (the “Initial Term A-1 Loans”), (ii) Delayed Draw Term A-1 Loans in an initial aggregate principal amount of $189,000 (the “Delayed Draw Term A-1 Loans” and, together with the Initial Term A-1 Loans, the “Term A-1 Loans”) (iii) Initial Term A-2 Loans in an initial aggregate principal amount of $138,000 (the “Initial Term A-2 Loans”), (iv) Delayed Draw Term A-2 Loans in an initial aggregate principal amount of $161,000 (the “Delayed Draw Term A-2 Loans” and, together with the Initial Term A-2 Loans, the “Term A-2 Loans”), and (v) Revolving Credit Commitments in an initial aggregate principal amount of $310,000 (the “Revolving Credit Commitments” and, together with the Term A-1 Loans and Term A-2 Loans, the “2024 Credit Facilities”). The 2024 Credit Facilities mature in July 2029 in the case of the Term A-1 Loans and the Revolving Credit Commitments and in July 2031 in the case of the Term A-2 Loans. Borrowings under the 2024 Credit Facilities bear interest at rates based on the ratio of the Company and its subsidiaries’ net consolidated indebtedness to the Company and its subsidiaries’ consolidated EBITDA (the “Net Leverage Ratio”). The interest rates per annum for loans under the 2024 Credit Facilities are based on a fluctuating rate of interest as selected by the Company plus an applicable rate as set forth in the table below: Revolving Credit and Term A-1 Loans Term A-2 Loans Net Leverage Ratio Base rate SOFR Base rate SOFR ≥ 4.00:1.00 1.75 % 2.75 % 2.25 % 3.25 % ≥ 3.50:1.00 and < 4.00:1.00 1.50 % 2.50 % 2.00 % 3.00 % ≥ 2.25:1.00 and < 3.50:1.00 1.25 % 2.25 % 1.75 % 2.75 % < 2.25:1.00 1.00 % 2.00 % 1.50 % 2.50 % The Company may receive patronage from the lenders providing the Term A-2 Loans, to the extent eligible under such lender’s patronage program, as determined by such lender in its sole discretion. Pursuant to the terms of the 2024 Credit Agreement, the 2024 Credit Facilities are subject to various covenants that, among other things and subject to the permitted exceptions described therein, restrict us and our subsidiaries with respect to: (i) incurring additional debt; (ii) making certain restricted payments or making optional redemptions of other indebtedness; (iii) making investments or acquiring assets; (iv) disposing of assets (other than in the ordinary course of business); (v) creating any liens on our assets; (vi) entering into transactions with affiliates; (vii) entering into merger or consolidation transactions; and (viii) creating guarantee obligations; provided, however, that we are permitted to pay distributions to stockholders out of available cash subject to certain annual limitations and a quarterly maximum Net Leverage Ratio of 4.0x and so long as no default or event of default under the 2024 Credit Facilities shall have occurred and be continuing at the time such distribution is declared. Indebtedness under the 2024 Credit Facilities is collateralized by a first priority lien on substantially all assets of Phibro and certain of our domestic subsidiaries. The 2024 Credit Agreement contains an acceleration clause should an event of default (as defined) occur. The 2024 Credit Agreement requires, among other things, compliance with financial covenants that permit: (i) a maximum Net Leverage Ratio and (ii) a minimum interest coverage ratio, each calculated on a trailing four-quarter basis, as follows: Period maximum Net Leverage Ratio minimum interest coverage ratio Prior to the Closing Date 4.00:1.00 3.00:1.00 First fiscal quarter ending after the Closing Date through the eighteen-month anniversary of the Closing Date 4.75:1.00 2.50:1.00 Eighteen-month anniversary of the Closing Date to the thirty-month anniversary of the Closing Date 4.50:1.00 2.75:1.00 Thirty-month anniversary of Closing Date to the forty-two month anniversary of the Closing Date 4.25:1.00 3.00:1.00 After the forty-two month anniversary of the Closing Date 4.00:1.00 3.00:1.00 We are a party to an interest rate swap agreement on $300,000 of notional principal that effectively converts the floating portion of our interest obligation on that amount of debt to a fixed rate of 0.61% through June 2025. We have designated the interest rate swap as a highly effective cash flow hedge. For additional details, see “Note 14 — Derivatives.” |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ 2,416 | $ 32,606 | $ 49,175 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and New Accounting Standards (Policies) | 12 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies and New Accounting Standards | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of Phibro and its consolidated subsidiaries. Intercompany balances and transactions have been eliminated from the consolidated financial statements. The decision whether to consolidate an entity requires consideration of majority voting interests, as well as effective control over the entity. We present our financial statements on the basis of our fiscal year ending June 30. All references to years in these consolidated financial statements refer to the fiscal year ending or ended on June 30 of that year. |
Risks and Uncertainties | Risks and Uncertainties The issue of the potential for increased bacterial resistance to certain antibiotics used in certain food-producing animals is the subject of discussions on a worldwide basis and, in certain instances, has led to government restrictions on or banning of the use of antibiotics in food-producing animals. The sale of antibiotics and antibacterials is a material portion of our business. Should product bans or restrictions, public perception, competition or other developments result in restrictions on the sale of such products, it could have a material adverse effect on our financial position, results of operations and cash flows. An outbreak of disease carried by food animals, which could lead to the widespread death or precautionary destruction of food animals as well as reduced consumption and demand for animal protein, could adversely affect demand for our products. Such occurrences could have a material adverse effect on our financial condition, results of operations and cash flows. The testing, manufacturing, and marketing of certain of our products are subject to extensive regulation by numerous government authorities in the United States and other countries. We have significant assets in Israel, Brazil and other locations outside of the United States and a significant portion of our sales and earnings are attributable to operations conducted abroad. Our assets, results of operations and future prospects are subject to currency exchange fluctuations and restrictions, energy shortages, other economic developments, political or social instability in some countries, and uncertainty of, and governmental control over, commercial rights, which could result in a material adverse effect on our financial position, results of operations and cash flows. We are subject to environmental laws and regulations governing the use, storage, handling, generation, treatment, emission, release, discharge and disposal of certain materials and wastes, the remediation of contaminated soil and groundwater, the manufacture, sale and use of regulated materials, including pesticides, and the health and safety of employees. As such, the nature of our current and former operations and those of our subsidiaries expose Phibro and our subsidiaries to the risk of claims with respect to such matters. Our business could be impacted by economic sanctions, bans, boycotts, or broader military conflicts, including the ongoing armed conflicts between Israel and Hamas and between Russia and Ukraine. Other potential impacts include supply chain and logistics disruptions, macroeconomic impacts from the exclusion of Russian financial institutions from the global banking system, volatility in foreign exchange rates and interest rates, inflationary pressures on raw materials and energy, as well as heightened cybersecurity threats. Pandemics and similar outbreaks could directly or indirectly impact our business, results of operations and financial condition. A pandemic or any other similar health crisis could have economic impacts on customers, suppliers and markets. A pandemic could affect our future revenues, expenses, reserves and allowances, manufacturing operations and employee-related costs. |
Use of Estimates | Use of Estimates The Company’s consolidated financial statements have been prepared in accordance with GAAP. Preparation of these financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Actual results could differ from these estimates. Estimates are used when accounting for the valuation of intangible assets, depreciation and amortization periods of long-lived and intangible assets, recoverability of long-lived and intangible assets and goodwill, realizability of deferred income tax assets, sales discounts, rebates, allowances and incentives, contingencies, employee compensation and actuarial assumptions related to our pension plans. We regularly evaluate our estimates and assumptions using historical experience and other factors. Our estimates are based on complex judgments, probabilities and assumptions that we believe to be reasonable. |
Revenue Recognition | Revenue Recognition We recognize revenue from product sales when obligations under the terms of a contract with the customer are satisfied; generally, this occurs with the transfer of control of the goods to the customers. Certain of our businesses have terms where control of the underlying product transfers to the customer on shipment, while others have terms where control transfers to the customer on delivery. Revenue reflects the total consideration to which we expect to be entitled in exchange for delivery of products or services, net of variable consideration. Variable consideration includes customer programs and incentive offerings, including pricing arrangements, rebates and other volume-based incentives. We record reductions to revenue for estimated variable consideration at the time we record the sale. Our estimates for variable consideration reflect the amount by which we expect variable consideration to affect the revenue recognized. Such estimates are generally based on contractual terms and historical experience and are adjusted to reflect future expectations as new information becomes available. Historically, we have not had significant adjustments to our estimates of variable compensation. Sales returns and product recalls have been insignificant and infrequent due to the nature of the products we sell. Net sales include shipping and handling fees billed to customers. The associated costs are considered fulfillment activities and are included in cost of goods sold in the consolidated statements of operations when the related revenue is recognized. Net sales exclude value-added and other taxes based on sales. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents include highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents held at financial institutions may at times exceed insured amounts. We believe we mitigate such risk by investing in or through major financial institutions. |
Short-term Investments | Short-term Investments Short-term investments include highly liquid investments with maturities greater than three months and less than one year at the time of purchase. We classify these investments as held to maturity and we record the related interest income as earned. We determine the appropriate balance sheet classification at the time of purchase and at each balance sheet date. Investments held at financial institutions may at times exceed insured amounts. We believe we mitigate such risk by investing in or through major financial institutions. |
Accounts Receivable | Trade accounts receivable are recorded at the invoiced amount and do not bear interest. We grant credit terms in the normal course of business and generally do not require collateral or other security to support credit sales. Our ten largest customers represented, in aggregate, approximately 13% and 16% of accounts receivable at June 30, 2024 and 2023, respectively. |
Reserve for Credit Losses | The reserve for credit losses is our best estimate of the credit losses in existing accounts receivable. We monitor the financial performance, historical and expected collection patterns, and creditworthiness of our customers so that we can properly assess and respond to changes in their credit profile. We also monitor domestic and international economic conditions for the potential future effect on our customers. Past due balances are reviewed individually for collectability. Account balances are charged against the reserve when we determine it is probable the receivable will not be recovered. |
Inventories | Inventories Inventories are valued at the lower of cost or net realizable value. Cost is determined principally under weighted average and standard cost methods, which approximate first-in, first-out (FIFO) cost. Obsolete and unsalable inventories, if any, are reflected at estimated net realizable value. Inventory costs include materials, direct labor and manufacturing overhead. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost. Depreciation is charged to results of operations using the straight-line method two three |
Leases | Leases We determine at the inception of an arrangement whether the arrangement contains a lease. If an arrangement contains a lease, we assess the lease term when the underlying asset is available for use (“lease commencement”). Individual lease terms reflect the non-cancellable period of the lease, reasonably certain renewal periods and consideration of termination options. We determine the lease classification as either operating or financing at lease commencement, which governs the pattern of expense recognition and presentation in our consolidated financial statements. Our current lease portfolio only includes operating leases. We recognize a right-of-use (“ROU”) asset and a corresponding lease liability at lease commencement for leases with terms exceeding twelve months. Short-term leases with terms of twelve months or less are not recognized on the consolidated balance sheet and lease payments are recognized on a straight-line basis over the term. The values of the ROU assets and lease liabilities are calculated based on the present value of the fixed payment obligations over the lease term, using our incremental borrowing rate (“IBR”), determined at lease commencement. The IBR reflects the rate of interest we would expect to pay on a secured basis to borrow an amount equal to the lease payments under similar terms. The IBR incorporates the term and economic environment of the respective lease arrangements. We have elected to account for lease and non-lease components together as a single lease component and include fixed payment obligations related to such non-lease components in the measurement of ROU assets and lease liabilities. Fixed lease payments are recognized on a straight-line basis over the lease term. Variable lease payments can include index-based lease payments, real estate taxes, maintenance costs, utilization charges and other non-lease services paid to lessors and are not determinable at lease commencement. Variable lease payments are not included in the measurement of ROU assets and lease liabilities and are recognized in the period incurred. |
Capitalized Software Costs | Capitalized Software Costs We capitalize costs to obtain, develop and implement software for internal use. Amounts paid to third parties and costs of internal employees who are directly associated with the software project are also capitalized, depending on the stage of development. We expense software costs that do not meet the capitalization criteria. Capitalized software costs are included in property, plant and equipment on the consolidated balance sheets and are amortized on a straight-line basis three |
Debt Issuance Costs | Debt Issuance Costs Costs and original issue discounts or premiums related to issuance or modification of our debt are deferred on the consolidated balance sheet and amortized over the lives of the respective debt instruments. Amortization of debt issuance costs is included in interest expense in the consolidated statements of operations. |
Business Combinations | Business Combinations Our consolidated financial statements reflect the operations of an acquired business beginning as of the date of acquisition. Assets acquired and liabilities assumed are recorded at their fair values at the date of acquisition; goodwill is recorded for any excess of the purchase price over the fair values of the net assets acquired. Significant judgment may be required to determine the fair values of certain tangible and intangible assets and in assigning their respective useful lives. Significant judgment also may be required to determine the fair values of contingent consideration, if any. We typically utilize third-party valuation specialists to assist us in determining fair values of significant tangible and intangible assets and contingent consideration. The fair values are based on available historical information and on future expectations and assumptions deemed reasonable by management, but are inherently uncertain. We typically use an income method to measure the fair value of intangible assets, based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect consideration of other marketplace participants and include the amount and timing of future cash flows, specifically the expected revenue growth rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances could affect the accuracy or validity of the estimates and assumptions. Determining the useful life of an intangible asset also requires judgment. Our estimates of the useful lives of intangible assets primarily are based on a number of factors including the competitive environment, underlying product life cycles, operating plans and the macroeconomic environment of the countries in which the products are sold. Intangible assets are amortized over their estimated lives. Intangible assets associated with acquired in-process research and development activities (“IPR&D”) are not amortized until a product is available for sale and regulatory approval is obtained. |
Long-Lived Assets and Goodwill | Long-Lived Assets and Goodwill We periodically review our long-lived and amortizable intangible assets for impairment and assess whether significant events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. Such circumstances may include a significant decrease in the market price of an asset, a significant adverse change in the manner in which the asset is being used or in its physical condition or a history of operating or cash flow losses associated with the use of an asset. We recognize an impairment loss when the carrying amount of an asset exceeds the anticipated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss is the excess of the asset’s carrying value over its fair value. In addition, we periodically reassess the estimated remaining useful lives of our long-lived and amortizable intangible assets. Changes to estimated useful lives would affect the amount of depreciation and amortization recorded in the consolidated statements of operations. Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in a business combination. We assess goodwill for impairment annually during our fourth quarter, or more frequently if impairment indicators exist. Impairment exists when the carrying amount of goodwill exceeds its implied fair value. We may elect to assess our goodwill for impairment using a qualitative or a quantitative approach, to determine whether it is more likely than not that the fair value of goodwill is greater than its carrying value. During the three months ended June 30, 2024, we tested goodwill using the quantitative approach and determined goodwill was not impaired. We have not recorded any goodwill impairment charges in the periods included in the consolidated financial statements. |
Foreign Currency Translation | Foreign Currency Translation We generally use local currency as the functional currency to measure the financial position and results of operations of each of our international subsidiaries. We translate assets and liabilities of these operations at the exchange rates in effect at the balance sheet date. We translate income statement accounts at the average rates of exchange prevailing during the period. Translation adjustments that arise from the use of differing exchange rates from period to period are included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Certain of our Israeli operations have designated the U.S. dollar as their functional currency. Gains and losses arising from re-measurement of local currency accounts into U.S. dollars are included in determining net income. |
Comprehensive Income | Comprehensive Income Comprehensive income consists of net income and the changes in: (i) the fair value of derivative instruments that qualify for hedge accounting; (ii) foreign currency translation adjustments; (iii) pension settlement recognition and unrecognized net pension gains (losses); and (iv) the related (provision) benefit for income taxes. |
Derivative Financial Instruments | Derivative Financial Instruments We record all derivative financial instruments on the consolidated balance sheets at fair value. Changes in the fair value of derivatives are recorded in results of operations or other comprehensive income (loss), depending on whether a derivative is designated and effective as part of a hedge transaction and, if so, the type of hedge transaction. Gains and losses on derivative instruments designated and effective as part of a hedge transaction are included in the results of operations in the periods in which operations are affected by the underlying hedged item. From time to time, we use certain derivative instruments to mitigate the risk associated with certain economic factors, such as exchange rates and interest rates, which may potentially affect our future cash flows. As of June 30, 2024, we used (i) foreign currency option contracts to mitigate certain exposures related to changes in foreign currency exchange rates on forecasted inventory purchases, and (ii) an interest rate swap on $300,000 of notional principal to manage future cash flow exposure resulting from variable interest rates on that amount of debt. To qualify a derivative as a hedge, we document the nature and relationships between hedging instruments and hedged items, the prospective effectiveness of the hedging instrument as well as the ultimate effectiveness, the risk-management objectives, the strategies for undertaking the various hedge transactions and the methods of assessing hedge effectiveness. We do not engage in trading or other speculative uses of financial instruments. |
Environmental Liabilities | Environmental Liabilities Expenditures for ongoing compliance with environmental regulations are expensed or capitalized as appropriate. We capitalize expenditures made to extend the useful life or productive capacity of an asset, including expenditures that prevent future environmental contamination. Other expenditures are expensed as incurred and are recorded in selling, general and administrative expenses in the consolidated statements of operations. We record the expense and related liability in the period an environmental assessment indicates remedial efforts are probable and the costs can be reasonably estimated. Estimates of the liability are based upon currently available facts, existing technology and presently enacted laws and regulations taking into consideration the likely effects of inflation and other societal and economic factors. All available evidence is considered, including prior experience in remediation of contaminated sites, other companies’ experiences and data released by the U.S. Environmental Protection Agency and other organizations. The estimated liabilities are not discounted. We record anticipated recoveries under existing insurance contracts if probable. |
Income Taxes | Income Taxes The provision for income taxes includes U.S. federal, state, and foreign income taxes and foreign withholding taxes. Our annual effective income tax rate is determined based on our income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which we operate and the tax effects of items treated differently for tax purposes than for financial reporting purposes. Tax law requires certain items be included in the tax return at different times than the items are reflected in the financial statements. Some of these differences are permanent, such as expenses that are not deductible in our tax return, and some differences are temporary, reversing over time, such as depreciation expense. These temporary differences give rise to deferred tax assets and liabilities. Deferred tax assets generally represent the tax effect of items that can be used as a tax deduction or credit in future years for which we have already recorded the tax benefit in our income statement. Deferred tax liabilities generally represent the tax effect of items recorded as tax expense in our income statement for which payment has been deferred, the tax effect of expenditures for which a deduction has already been taken in our tax return but has not yet been recognized in our income statement, and the tax effect of assets recorded at fair value in business combinations for which there was no corresponding tax basis adjustment. The recognition and measurement of a tax position is based on management’s best judgment given the facts, circumstances and information available at the reporting date. Inherent in determining our annual effective income tax rate are judgments regarding business plans, planning opportunities and expectations about future outcomes. Realization of certain deferred tax assets, including research and development costs capitalized for income tax purposes and net operating loss carryforwards, is dependent upon generating sufficient future taxable income in the appropriate jurisdiction prior to the expiration of the amortization or carryforward periods. We establish valuation allowances for deferred tax assets when the amount of expected future taxable income is not likely to support the use of the deduction or credit. We may take tax positions that management believes are supportable but are potentially subject to successful challenge by the applicable taxing authority in the jurisdictions where we operate. We evaluate our tax positions and establish liabilities in accordance with the applicable accounting guidance on uncertainty in income taxes. We review these tax uncertainties in light of changing facts and circumstances, such as the progress of tax audits, and adjust them accordingly. Because there are a number of estimates and assumptions inherent in calculating the various components of our income tax provision, future events such as changes in tax legislation, the geographic mix of earnings, completion of tax audits or earnings repatriation plans could have an effect on those estimates and our effective income tax rate. |
Advertising | Advertising Advertising and marketing costs are expensed as incurred and are reflected in selling, general and administrative expenses. |
Research and Development Expenditures | Research and Development Expenditures Research and development expenditures are expensed as incurred and are recorded in selling, general and administrative expenses in the consolidated statements of operations. Most of our manufacturing facilities have scientists and technicians on staff involved in product development, quality assurance and providing technical services to customers. Research, development and technical service efforts are conducted at various facilities. Our animal health research and development activities relate to: companion animal product development, fermentation development and microbiological strain improvement; vaccine development; chemical synthesis and formulation development; nutritional specialties development; and ethanol-related products. |
Stock-Based Compensation | Stock-Based Compensation We recognize expense for stock-based compensation to employees, including grants of restricted stock units, over the requisite service period based on the grant date fair value of the awards. We determine the fair value of performance-based restricted stock units using the Monte Carlo simulation models. The models use historical and current market data to estimate the fair value. The models incorporate various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the awards. |
Net Income per Share and Weighted Average Shares | Net Income per Share and Weighted Average Shares Basic net income per share is calculated by dividing net income by the weighted average number of common shares outstanding during the reporting period. Diluted net income per share is calculated by dividing net income by the weighted average number of common shares outstanding during the reporting period after giving effect to dilutive common shares equivalents, resulting from the assumed vesting of restricted stock units, unless the effect would be antidilutive. Common share equivalents were included in the calculation of diluted net income per share for the periods included in the consolidated financial statements, when applicable. For the Year Ended June 30 2024 2023 2022 Net income $ 2,416 $ 32,606 $ 49,175 Weighted average number of shares – basic 40,504 40,504 40,504 Dilutive effect of restricted stock units 19 — — Weighted average number of shares - diluted 40,523 40,504 40,504 Net income per share basic $ 0.06 $ 0.81 $ 1.21 diluted $ 0.06 $ 0.81 $ 1.21 |
New Accounting Standards | New Accounting Standards Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and New Accounting Standards (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies and New Accounting Standards | |
Schedule of net income per share and weighted average shares | For the Year Ended June 30 2024 2023 2022 Net income $ 2,416 $ 32,606 $ 49,175 Weighted average number of shares – basic 40,504 40,504 40,504 Dilutive effect of restricted stock units 19 — — Weighted average number of shares - diluted 40,523 40,504 40,504 Net income per share basic $ 0.06 $ 0.81 $ 1.21 diluted $ 0.06 $ 0.81 $ 1.21 |
Statements of Operations-Addi_2
Statements of Operations-Additional Information (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Statements of Operations-Additional Information | |
Schedule of revenues disaggregated by major product category and geographic region | Net Sales by Product Type For the Year Ended June 30 2024 2023 2022 Animal Health MFAs and other $ 420,959 $ 387,349 $ 361,538 Nutritional specialties 164,671 172,504 157,196 Vaccines 120,852 99,998 88,321 Total Animal Health $ 706,482 $ 659,851 $ 607,055 Mineral Nutrition 243,663 242,656 259,512 Performance Products 67,534 75,382 75,694 Total $ 1,017,679 $ 977,889 $ 942,261 Net Sales by Region For the Year Ended June 30 2024 2023 2022 United States $ 584,763 $ 578,773 $ 561,803 Latin America and Canada 247,705 219,846 191,047 Europe, Middle East and Africa 121,977 117,815 122,480 Asia Pacific 63,234 61,455 66,931 Total $ 1,017,679 $ 977,889 $ 942,261 |
Schedule of interest expense, net | For the Year Ended June 30 2024 2023 2022 Interest expense, net 2021 Credit Facilities $ 20,646 $ 17,302 $ 11,918 2022 Term loan 862 589 — Amortization of debt issuance costs 1,040 727 590 Other 462 58 183 Interest expense 23,010 18,676 12,691 Interest income (4,474) (3,355) (816) $ 18,536 $ 15,321 $ 11,875 |
Schedule of depreciation and amortization | For the Year Ended June 30 2024 2023 2022 Depreciation and amortization Depreciation of property, plant and equipment $ 26,517 $ 24,316 $ 23,781 Amortization of intangible assets 9,661 9,696 8,924 $ 36,178 $ 34,012 $ 32,705 |
Schedule of amortization of intangible assets | For the Years Ending June 30 2025 $ 7,918 2026 6,969 2027 6,591 2028 6,385 2029 6,385 Thereafter 10,785 Total $ 45,033 |
Schedule of research and development expense | For the Year Ended June 30 2024 2023 2022 Research and development expense $ 29,194 $ 24,395 $ 20,832 |
Balance Sheets-Additional Inf_2
Balance Sheets-Additional Information (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Balance Sheets-Additional Information | |
Schedule of accounts receivable, net | As of June 30 2024 2023 Accounts receivable, net Trade accounts receivable $ 170,913 $ 165,069 Reserve for credit losses (1,461) (1,590) $ 169,452 $ 163,479 |
Schedule of reserve for credit losses | As of June 30 2024 2023 Reserve for credit losses Balance at beginning of period $ 1,590 $ 3,510 Provision for estimated credit losses 1,538 943 Effect of changes in exchange rates (71) (61) Credit losses realized (1,596) (2,802) Balance at end of period $ 1,461 $ 1,590 |
Schedule of inventories | As of June 30 2024 2023 Inventories, net Raw materials $ 72,799 $ 84,328 Work-in-process 23,550 22,350 Finished goods 169,562 170,892 $ 265,911 $ 277,570 |
Schedule of property, plant and equipment, net | As of June 30 2024 2023 Property, plant and equipment, net Land $ 30,624 $ 27,813 Buildings and improvements 120,173 105,184 Machinery and equipment 273,965 291,454 Construction in progress 23,892 34,743 448,654 459,194 Accumulated depreciation (245,354) (263,626) $ 203,300 $ 195,568 |
Schedule of intangibles, net | Weighted- Average Useful Life As of June 30 (Years) 2024 2023 Intangibles, net Cost Technology 12 $ 94,259 $ 95,576 Product registrations, marketing and distribution rights 9 18,117 18,557 Customer relationships 12 30,418 30,235 Trade names, trademarks and other 6 5,213 5,605 148,007 149,973 Accumulated amortization Technology (62,119) (55,396) Product registrations, marketing and distribution rights (17,326) (18,553) Customer relationships (19,001) (16,884) Trade names, trademarks and other (4,528) (4,153) (102,974) (94,986) $ 45,033 $ 54,987 |
Schedule of goodwill | As of June 30 2024 2023 Goodwill Balance at beginning of period $ 53,274 $ 53,226 Acquisition 1,397 — Effect of changes in exchange rates (114) 48 Balance at end of period $ 54,557 $ 53,274 |
Schedule of other assets | As of June 30 2024 2023 Other assets ROU operating lease assets $ 37,604 $ 35,759 Deferred income taxes 19,371 8,711 Deposits 1,646 6,617 Insurance investments 6,305 6,067 Equity method investments 5,183 5,027 Derivative instruments — 10,225 Debt issuance costs 911 1,408 Other 7,277 8,031 $ 78,297 $ 81,845 |
Schedule of accrued expenses and other current liabilities | As of June 30 2024 2023 Accrued expenses and other current liabilities Employee related $ 37,612 $ 29,359 Current operating lease liabilities 7,460 6,053 Commissions and rebates 7,875 5,833 Professional fees 8,918 5,032 Income and other taxes 2,931 8,663 Insurance-related 1,265 1,284 Insurance premium financing 5,185 4,769 Other 17,540 18,859 $ 88,786 $ 79,852 The insurance premium financing has a fixed interest rate of 6.95% and monthly payments of $648. |
Schedule of other liabilities | As of June 30 2024 2023 Other liabilities Long-term operating lease liabilities $ 29,915 $ 29,077 Long-term and deferred income taxes 14,218 12,146 Supplemental retirement benefits, deferred compensation and other 6,678 6,552 U.S. pension plan 2,237 2,286 International retirement plans 3,212 4,210 Other long-term liabilities 6,846 6,076 $ 63,106 $ 60,347 |
Schedule of accumulated other comprehensive loss | As of June 30 2024 2023 Accumulated other comprehensive loss Derivative instruments $ 13,104 $ 24,589 Foreign currency translation adjustment (124,004) (115,062) Unrecognized net pension losses (13,012) (23,996) Provision for income taxes on derivative instruments (3,304) (6,207) Benefit for income taxes on long-term intercompany investments 8,166 8,166 Provision for income taxes on net pension losses (4,477) (1,700) $ (123,527) $ (114,210) |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Debt | |
Schedule of long term debt | June 30 Years Ended June 30 2024 2023 2024 2023 2022 2021 Revolver 6.00 % 6.09 % 6.14 % 5.42 % 2.08 % 2021 Term A Loan 2.36 % 2.36 % 2.36 % 2.37 % 2.99 % 2023 Incremental Term Loan 7.68 % 7.44 % 7.64 % 7.40 % — % 2022 Term Loan 7.43 % 7.25 % 7.41 % 6.43 % — % As of June 30 2024 2023 2021 Term A Loan due April 2026 $ 256,875 $ 273,750 2023 Incremental Term Loan due April 2026 45,000 50,000 2022 Term Loan due September 2027 11,265 11,685 313,140 335,435 Unamortized debt issuance costs (1,056) (1,599) 312,084 333,836 Less: current maturities of long-term debt and other (29,795) (22,295) Long-term debt $ 282,289 $ 311,541 |
Schedule of aggregate maturities of long term debt | For the Years Ending June 30 Annual Maturities Interest Payments 2025 $ 29,795 $ 19,785 2026 272,920 26,598 2027 420 755 2028 10,005 184 Total $ 313,140 $ 47,322 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Leases | |
Summary of operating lease information | The following table summarizes the ROU assets and the related lease liabilities recorded on the consolidated balance sheet: As of June 30 2024 2023 Balance Sheet Classification Assets: Operating lease ROU assets $ 37,604 $ 35,759 Other Assets Liabilities: Current portion 7,460 6,053 Accrued expenses and other current liabilities Non-current portion 29,915 29,077 Other liabilities Total operating lease liabilities $ 37,375 $ 35,130 The following table summarizes the composition of net lease expense: For the Year Ended June 30 2024 2023 2022 Operating lease expense $ 8,888 $ 8,363 $ 8,461 Variable lease expense 1,150 1,139 1,376 Short-term lease expense 1,397 1,522 1,214 Total lease expense $ 11,435 $ 11,024 $ 11,051 The following tables include other supplemental information: For the Year Ended June 30 2024 2023 2022 Operating cash flows used for ROU operating leases $ 8,231 $ 7,798 $ 8,642 Non-cash changes to ROU operating assets and lease liabilities $ 9,283 $ 5,114 $ 11,930 As of June 30 2024 2023 Weighted average remaining lease term (in years) - operating leases 9.6 10.6 Weighted average discount rate - operating leases 4.73 % 3.89 % |
Summary of maturities of future lease liabilities | For the Years Ending June 30 2025 $ 8,800 2026 7,085 2027 5,212 2028 3,920 2029 3,048 2030 and thereafter 17,200 Total lease payments 45,265 Less: interest 7,890 Total operating lease liabilities $ 37,375 |
Common Stock, Preferred Stock_2
Common Stock, Preferred Stock and Dividends (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Common Stock, Preferred Stock and Dividends | |
Schedule of preferred shares and common shares | As of June 30 2024 2023 2024 2023 Authorized Shares Par value Issued and outstanding shares Preferred stock 16,000,000 16,000,000 $ 0.0001 — — Common stock – Class A 300,000,000 300,000,000 $ 0.0001 20,337,574 20,337,574 Common stock – Class B 30,000,000 30,000,000 $ 0.0001 20,166,034 20,166,034 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Employee Benefit Plans | |
Schedule of changes in projected benefit obligation, plan assets and the funded status | For the Year Ended June 30 2024 2023 Change in projected benefit obligation Projected benefit obligation at beginning of year $ 60,673 $ 63,079 Interest cost 1,775 2,608 Benefits paid (954) (2,865) Actuarial gain (1,852) (2,149) Settlement payment (26,381) — Projected benefit obligation at end of year $ 33,261 $ 60,673 For the Year Ended June 30 2024 2023 Change in plan assets Fair value of plan assets at beginning of year $ 58,387 $ 61,286 Actual return on plan assets (28) (34) Benefits paid (954) (2,865) Settlement payment (26,381) — Fair value of plan assets at end of year $ 31,024 $ 58,387 Liability funded status at end of year $ (2,237) $ (2,286) |
Schedule of accumulated other comprehensive (income) loss related to the pension plan | For the Year Ended June 30 2024 2023 Accumulated other comprehensive loss related to pension plan Balance at beginning of period $ (23,996) $ (24,208) Amortization of net actuarial loss 370 721 Current period net actuarial loss (60) (509) Settlement expense recognized 10,674 — Net change 10,984 212 Balance at end of period $ (13,012) $ (23,996) |
Schedule of net periodic pension expense | For the Year Ended June 30 2024 2023 2022 Interest cost on benefit obligation $ 1,775 $ 2,608 $ 1,675 Expected return on plan assets (1,884) (2,624) (3,413) Amortization of net actuarial loss and prior service costs 370 721 480 Settlement expense 10,674 — — Net periodic pension expense (income) $ 10,935 $ 705 $ (1,258) |
Schedule of significant actuarial assumptions | For the Year Ended June 30 2024 2023 2022 Discount rate for interest cost 5.0 % 4.3 % 2.2 % Expected rate of return on plan assets 5.8 % 4.4 % 4.4 % Discount rate for benefit obligation 5.1 % 4.6 % 2.9 % |
Schedule of estimated future benefit payments, including benefits attributable to future service | For the Years Ending June 30 2025 $ 1,388 2026 1,600 2027 1,809 2028 1,955 2029 2,113 2030 – 2034 11,486 |
Schedule of weighted-average asset allocation of plan assets | Target Allocation Percentage of Plan Assets For the Year Ended June 30 2025 2024 2023 Debt securities 65% - 85% 79% 75% Equity securities 10% - 30% 18% 12% Global asset allocation/risk parity (1) 0% - 15% 2% 3% Other 0% - 10% 1% 10% (1) The global asset allocation/risk parity category consists of a variety of asset classes including, but not limited to, global bonds, global equities, real estate and commodities. |
Schedule of fair values of the company's plan assets by asset category | Fair Value Measurements Using As of June 30, 2024 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 277 — — $ 277 Common-collective funds Global large cap equities — 5,077 524 5,601 Fixed income securities — 24,650 — 24,650 Mutual funds Global asset allocations/risk parity 496 — — 496 $ 773 $ 29,727 $ 524 $ 31,024 Fair Value Measurements Using As of June 30, 2023 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 6,063 $ — $ — $ 6,063 Common-collective funds Global large cap equities — 5,552 1,519 7,071 Fixed income securities — 43,794 — 43,794 Mutual funds Global asset allocations/risk parity 1,426 — — 1,426 Other — — 33 33 $ 7,489 $ 49,346 $ 1,552 $ 58,387 |
Schedule of summary of the changes in the fair value of level 3 assets | Change in Fair Value Level 3 assets 2024 2023 Balance at beginning of period $ 1,552 $ 1,962 Redemptions (1,316) (603) Purchases 200 — Change in fair value 88 193 Balance at end of period $ 524 $ 1,552 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Income Taxes | |
Schedule of income (loss) before income taxes | For the Year Ended June 30 2024 2023 2022 Domestic $ (22,820) $ 14,776 $ 27,695 Foreign 33,736 39,295 44,632 Income before income taxes $ 10,916 $ 54,071 $ 72,327 Components of the provision for income taxes were: |
Schedule of components of the provision for income taxes | For the Year Ended June 30 2024 2023 2022 Current provision: Federal $ 3,037 $ 9,801 $ 4,874 State and local 1,718 1,810 1,468 Foreign 15,740 12,750 17,613 Total current provision 20,495 24,361 23,955 Deferred provision (benefit): Federal (4,755) (6,151) (75) State and local (1,523) (266) 251 Foreign (4,468) 3,424 23 Change in foreign valuation allowances (1,249) 97 (1,002) Total deferred benefit (11,995) (2,896) (803) Provision for income taxes $ 8,500 $ 21,465 $ 23,152 |
Schedule of reconciliations of the Federal statutory rate to the Company's effective tax rate | For the Year Ended June 30 2024 2023 2022 U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 % State and local taxes, net of federal benefit (1.1) 2.0 2.0 Higher taxes on non-U.S. income 9.9 8.9 4.8 Changes in uncertain tax positions 30.7 5.1 4.4 Global Intangible Low-Taxed Income 18.3 3.3 0.3 Recognition of federal and foreign tax credits (10.6) (3.1) (0.9) Change in valuation allowance (11.4) 0.2 (1.4) Foreign derived intangible income (3.8) (3.7) (2.1) Non-U.S. withholding and related taxes, net, on planned repatriation 28.4 — — Impact of foreign tax credit regulations and related changes (20.0) 1.9 — Non-deductible operating expenses 11.3 0.9 0.8 Non-deductible acquisition costs 4.3 — — Other 0.9 3.2 3.1 Effective income tax rate 77.9 % 39.7 % 32.0 % |
Schedule of the tax effects of significant temporary differences that comprise deferred tax assets and liabilities | As of June 30 2024 2023 Deferred tax assets: Employee-related accruals $ 6,620 $ 5,461 Inventory 1,521 2,864 Environmental remediation 767 1,733 Net operating loss carry forwards–domestic 777 839 Net operating loss carry forwards–foreign 3,813 4,389 Operating lease liabilities 6,788 6,521 R&D cost capitalization 7,227 4,283 Unrealized foreign exchange 1,470 — Carried foreign interest expense 4,518 — Other 7,224 (1,311) 40,725 24,779 Valuation allowance (1,288) (2,598) 39,437 22,181 Deferred tax liabilities: Property, plant and equipment and intangible assets (5,282) (6,286) Operating lease ROU assets (6,441) (6,280) Unrealized foreign exchange — (1,906) Non-U.S. withholding and related taxes, net, on planned repatriation (2,828) — Other (6,182) (712) (20,733) (15,184) Net deferred tax asset $ 18,704 $ 6,997 |
Schedule of deferred taxes included in the line items of the consolidated balance sheets | As of June 30 2024 2023 Other assets $ 19,371 $ 8,711 Other liabilities (667) (1,714) $ 18,704 $ 6,997 |
Schedule of the valuation allowance for deferred tax assets | As of June 30 2024 2023 2022 Balance at beginning of period $ 2,598 $ 2,618 $ 3,709 (Benefit) provision for income taxes (1,310) (20) (1,091) Balance at end of period $ 1,288 $ 2,598 $ 2,618 |
Schedule of the reconciliation of the beginning and ending amount of unrecognized tax benefits | As of June 30 2024 2023 2022 Unrecognized tax benefits–beginning of period $ 9,449 $ 7,832 $ 5,311 Tax position changes–current period 2,066 2,181 5,333 Tax position changes–prior periods, including settlements with tax authorities 615 193 (1,175) Lapse of statute of limitations (58) (194) (1,071) Effect of changes in exchange rates (211) (563) (566) Unrecognized tax benefits–end of period 11,861 9,449 7,832 Interest and penalties–end of period 1,689 981 427 Total liabilities related to uncertain tax positions $ 13,550 $ 10,430 $ 8,259 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Derivatives | |
Schedule of significant outstanding derivatives employed to manage market risk and designated as cash flow hedges | As of June 30 2024 2023 Other current assets Foreign currency option contracts, net $ 39 $ 333 Interest rate swap 13,151 14,031 Other assets Foreign currency option contracts, net — — Interest rate swap — 10,225 Accrued expense and other current liabilities Foreign currency option contracts, net (41) — Interest rate swaps — — Total Fair Value Foreign currency option contracts, net (2) 333 Interest rate swap 13,151 24,256 Notional amounts of the derivatives as of the balance sheet date were: As of June 30 2024 Interest rate swap $ 300,000 Brazil Real-USD call options R$ 36,000 Brazil Real-USD put options R$ (36,000) USD-Israel shekel call options $ (3,043) USD-Israel shekel put options $ 3,043 |
Schedule of effects of derivatives | For the Year Ended June 30 2024 2023 Foreign currency option contracts, net (Income) expense recorded in consolidated statements of operations $ (1,126) $ 1,237 Consolidated statement of operations - total cost of goods sold $ 704,587 $ 679,652 Consolidated statement of operations - total selling, general and administrative expenses $ 259,777 $ 226,390 (Income) expense recorded in comprehensive income $ 380 $ 270 Interest rate swap (Income) expense recorded in consolidated statements of operations $ (14,503) $ (9,870) Consolidated statement of operations - total interest expense, net $ 18,536 $ 15,321 (Income) expense recorded in comprehensive income $ 11,105 $ (3,968) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurements | |
Schedule of fair value of assets and liabilities measured on a recurring basis | As of June 30, 2024 June 30, 2023 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Short-term investments $ 44,000 $ — $ — $ 40,000 $ — $ — Foreign currency derivatives $ — $ (2) $ — $ — $ 333 $ — Interest rate swap $ — $ 13,151 $ — $ — $ 24,256 $ — |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Business Segments | |
Schedule of information regarding reportable segments | For the Year Ended June 30 2024 2023 2022 Net sales Animal Health $ 706,482 $ 659,851 $ 607,055 Mineral Nutrition 243,663 242,656 259,512 Performance Products 67,534 75,382 75,694 Total segments $ 1,017,679 $ 977,889 $ 942,261 Depreciation and amortization Animal Health $ 30,194 $ 27,714 $ 26,759 Mineral Nutrition 2,427 2,638 2,616 Performance Products 1,688 1,780 1,717 Total segments $ 34,309 $ 32,132 $ 31,092 Adjusted EBITDA Animal Health $ 145,606 $ 136,139 $ 124,106 Mineral Nutrition 16,449 17,417 24,038 Performance Products 7,662 9,346 8,706 Total segments $ 169,717 $ 162,902 $ 156,850 Reconciliation of income before income taxes to Adjusted EBITDA Income before income taxes $ 10,916 $ 54,071 $ 72,327 Interest expense, net 18,536 15,321 11,875 Depreciation and amortization – Total segments 34,309 32,132 31,092 Depreciation and amortization – Corporate 1,869 1,880 1,613 Corporate costs 58,480 50,149 45,767 Acquisition-related cost of goods sold 521 — 316 Acquisition-related transaction costs 6,405 — 279 Pension settlement cost 10,674 — — Brazil employment taxes 4,202 — — Stock-based compensation 475 — — Phibro Forward income growth initiatives implementation costs 366 — — Insurance proceeds (899) — — Environmental remediation costs — 6,894 — Gain on sale of investment — — (1,203) Foreign currency (gains) losses, net 23,863 2,455 (5,216) Adjusted EBITDA – Total segments $ 169,717 $ 162,902 $ 156,850 |
Schedule of identifiable assets | As of June 30 2024 2023 Identifiable assets Animal Health $ 684,407 $ 698,522 Mineral Nutrition 67,088 75,814 Performance Products 50,862 49,678 Total segments 802,357 824,014 Corporate 179,827 147,383 Total $ 982,184 $ 971,397 |
Schedule of geographic information regarding property, plant and equipment, net | As of June 30 2024 2023 Property, plant and equipment, net United States $ 87,526 $ 79,404 Israel 60,395 61,304 Brazil 30,348 30,359 Ireland 19,038 18,900 Other 5,993 5,601 $ 203,300 $ 195,568 |
Subsequent Event - 2024 Credi_2
Subsequent Event - 2024 Credit Agreement (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Subsequent Event - 2024 Credit Agreement | |
Schedule of the basis spread on variable rates | Revolving Credit and Term A-1 Loans Term A-2 Loans Net Leverage Ratio Base rate SOFR Base rate SOFR ≥ 4.00:1.00 1.75 % 2.75 % 2.25 % 3.25 % ≥ 3.50:1.00 and < 4.00:1.00 1.50 % 2.50 % 2.00 % 3.00 % ≥ 2.25:1.00 and < 3.50:1.00 1.25 % 2.25 % 1.75 % 2.75 % < 2.25:1.00 1.00 % 2.00 % 1.50 % 2.50 % |
Schedule of financial covenants | Period maximum Net Leverage Ratio minimum interest coverage ratio Prior to the Closing Date 4.00:1.00 3.00:1.00 First fiscal quarter ending after the Closing Date through the eighteen-month anniversary of the Closing Date 4.75:1.00 2.50:1.00 Eighteen-month anniversary of the Closing Date to the thirty-month anniversary of the Closing Date 4.50:1.00 2.75:1.00 Thirty-month anniversary of Closing Date to the forty-two month anniversary of the Closing Date 4.25:1.00 3.00:1.00 After the forty-two month anniversary of the Closing Date 4.00:1.00 3.00:1.00 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and New Accounting Standards - Accounts Receivable and Allowance for Doubtful Accounts (Details) | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Accounts Receivable | Customer Concentration Risk | Ten Largest Customers | ||
Concentration risk | ||
Concentration risk (as a percent) | 13% | 16% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and New Accounting Standards - Property, Plant and Equipment and Capitalized Software (Details) | Jun. 30, 2024 |
Building and Building Improvements | |
Property, Plant and Equipment | |
Property, Plant and Equipment, Depreciation Method | us-gaap:StraightLineDepreciationMethodMember |
Building and Building Improvements | Minimum | |
Property, Plant and Equipment | |
Estimated useful lives | 2 years |
Building and Building Improvements | Maximum | |
Property, Plant and Equipment | |
Estimated useful lives | 30 years |
Machinery and Equipment | |
Property, Plant and Equipment | |
Property, Plant and Equipment, Depreciation Method | us-gaap:StraightLineDepreciationMethodMember |
Machinery and Equipment | Minimum | |
Property, Plant and Equipment | |
Estimated useful lives | 3 years |
Machinery and Equipment | Maximum | |
Property, Plant and Equipment | |
Estimated useful lives | 10 years |
Software and Software Development Costs | |
Property, Plant and Equipment | |
Property, Plant and Equipment, Depreciation Method | us-gaap:StraightLineDepreciationMethodMember |
Software and Software Development Costs | Minimum | |
Property, Plant and Equipment | |
Estimated useful lives | 3 years |
Software and Software Development Costs | Maximum | |
Property, Plant and Equipment | |
Estimated useful lives | 7 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies and New Accounting Standards - Derivative Financial Instruments (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Interest Rate Swap | Cash Flow Hedging | |
Derivatives | |
Derivative, notional amount | $ 300,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies and New Accounting Standards - Net Income Per Share and Weighted Average Shares (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Net Income (Loss) per Share and Weighted Average Shares | |||
Net Income (Loss) | $ 2,416 | $ 32,606 | $ 49,175 |
Net income - basic | 2,416 | 32,606 | 49,175 |
Net income - diluted | $ 2,416 | $ 32,606 | $ 49,175 |
Weighted average number of shares | |||
Weighted average number of shares - basic (in shares) | 40,504 | 40,504 | 40,504 |
Dilutive effect of restricted stock units (in shares) | 19 | ||
Weighted average number of shares - diluted (in shares) | 40,523 | 40,504 | 40,504 |
Net income per share | |||
basic (in dollars per share) | $ 0.06 | $ 0.81 | $ 1.21 |
diluted (in dollars per share) | $ 0.06 | $ 0.81 | $ 1.21 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies and New Accounting Standards - New Accounting Standards (Details) | Jun. 30, 2024 |
Accounting Standards Update 2023-07 | |
New Accounting Standards | |
Change in Accounting Principle, Accounting Standards Update, Adopted | false |
Accounting Standards Update 2023-09 | |
New Accounting Standards | |
Change in Accounting Principle, Accounting Standards Update, Adopted | false |
Proposed Acquisition (Details)
Proposed Acquisition (Details) $ in Thousands | 1 Months Ended |
Apr. 30, 2024 USD ($) | |
Zoetis Inc Medicated Feed Additive Product Portfolio | |
Proposed Acquisition | |
Asset acquisition, price of acquisition, expected | $ 350,000 |
Statements of Operations-Addi_3
Statements of Operations-Additional Information - Segments (Details) - segment | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Business Segments | |||
Number of reportable segments | 3 | 3 | 3 |
Statements of Operations-Addi_4
Statements of Operations-Additional Information - Net Sales by Product Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Net sales | |||
Net sales | $ 1,017,679 | $ 977,889 | $ 942,261 |
Animal Health | |||
Net sales | |||
Net sales | 706,482 | 659,851 | 607,055 |
MFAs and other | |||
Net sales | |||
Net sales | 420,959 | 387,349 | 361,538 |
Nutritional Specialties | |||
Net sales | |||
Net sales | 164,671 | 172,504 | 157,196 |
Vaccines | |||
Net sales | |||
Net sales | 120,852 | 99,998 | 88,321 |
Mineral Nutrition | |||
Net sales | |||
Net sales | 243,663 | 242,656 | 259,512 |
Performance Products | |||
Net sales | |||
Net sales | $ 67,534 | $ 75,382 | $ 75,694 |
Statements of Operations-Addi_5
Statements of Operations-Additional Information - Net Sales by Region (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Net sales | |||
Net sales | $ 1,017,679 | $ 977,889 | $ 942,261 |
United States | |||
Net sales | |||
Net sales | 584,763 | 578,773 | 561,803 |
Latin America and Canada | |||
Net sales | |||
Net sales | 247,705 | 219,846 | 191,047 |
Europe, Middle East and Africa | |||
Net sales | |||
Net sales | 121,977 | 117,815 | 122,480 |
Asia Pacific | |||
Net sales | |||
Net sales | $ 63,234 | $ 61,455 | $ 66,931 |
Statements of Operations-Addi_6
Statements of Operations-Additional Information - General Information (Details) | 12 Months Ended |
Jun. 30, 2024 | |
Statements of Operations-Additional Information | |
Payment term, minimum | 30 days |
Payment term, maximum | 120 days |
Average worldwide collection period for accounts receivable | 60 days |
Statements of Operations-Addi_7
Statements of Operations-Additional Information - Interest Expense, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Interest expense, net | |||
Amortization of debt issuance costs | $ 1,040 | $ 727 | $ 590 |
Other | 462 | 58 | 183 |
Interest expense | 23,010 | 18,676 | 12,691 |
Interest income | (4,474) | (3,355) | (816) |
Interest expense, net | 18,536 | 15,321 | 11,875 |
2021 Credit Facilities | |||
Interest expense, net | |||
Interest expense, excluding amortization | 20,646 | 17,302 | $ 11,918 |
2022 Term Loan | |||
Interest expense, net | |||
Interest expense, excluding amortization | $ 862 | $ 589 |
Statements of Operations-Addi_8
Statements of Operations-Additional Information - Capitalized Software (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statements of Operations-Additional Information | |||
Amortization of capitalized software costs | $ 1,436 | $ 1,455 | $ 1,047 |
Statements of Operations-Addi_9
Statements of Operations-Additional Information - Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Amortization of intangible assets | ||
2025 | $ 7,918 | |
2026 | 6,969 | |
2027 | 6,591 | |
2028 | 6,385 | |
2029 | 6,385 | |
Thereafter | 10,785 | |
Total | $ 45,033 | $ 54,987 |
Statements of Operations-Add_10
Statements of Operations-Additional Information - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Depreciation and amortization | |||
Depreciation of property, plant and equipment | $ 26,517 | $ 24,316 | $ 23,781 |
Amortization of intangible assets | 9,661 | 9,696 | 8,924 |
Depreciation and amortization | $ 36,178 | $ 34,012 | $ 32,705 |
Statements of Operations-Add_11
Statements of Operations-Additional Information - Research and Development Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Research and development expense | |||
Research and development expense | $ 29,194 | $ 24,395 | $ 20,832 |
Balance Sheets-Additional Inf_3
Balance Sheets-Additional Information - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 |
Accounts receivable, net | |||
Trade accounts receivable | $ 170,913 | $ 165,069 | |
Reserve for credit losses | (1,461) | (1,590) | $ (3,510) |
Trade accounts receivable, net | $ 169,452 | $ 163,479 |
Balance Sheets-Additional Inf_4
Balance Sheets-Additional Information - Reserve for Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Reserve for credit losses | ||
Balance at beginning of period | $ 1,590 | $ 3,510 |
Provision for estimated credit losses | 1,538 | 943 |
Effect of changes in exchange rates | (71) | (61) |
Credit losses realized | (1,596) | (2,802) |
Balance at end of period | $ 1,461 | $ 1,590 |
Balance Sheets-Additional Inf_5
Balance Sheets-Additional Information - Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Inventories, net | ||
Raw materials | $ 72,799 | $ 84,328 |
Work-in-process | 23,550 | 22,350 |
Finished goods | 169,562 | 170,892 |
Inventory, net | $ 265,911 | $ 277,570 |
Balance Sheets-Additional Inf_6
Balance Sheets-Additional Information - Property, Plant and Equipment, Net - Tabular Disclosure (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Property, plant and equipment, net | ||
Property, plant and equipment, gross | $ 448,654 | $ 459,194 |
Accumulated depreciation | (245,354) | (263,626) |
Property, plant and equipment, net | 203,300 | 195,568 |
Land | ||
Property, plant and equipment, net | ||
Property, plant and equipment, gross | 30,624 | 27,813 |
Building and Building Improvements | ||
Property, plant and equipment, net | ||
Property, plant and equipment, gross | 120,173 | 105,184 |
Machinery and Equipment | ||
Property, plant and equipment, net | ||
Property, plant and equipment, gross | 273,965 | 291,454 |
Construction in Progress | ||
Property, plant and equipment, net | ||
Property, plant and equipment, gross | $ 23,892 | $ 34,743 |
Balance Sheets-Additional Inf_7
Balance Sheets-Additional Information - Property, Plant and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Internal-use software costs, net of accumulated depreciation | ||
Internal-use software costs, net of accumulated depreciation | $ 3,123 | $ 3,426 |
Balance Sheets-Additional Inf_8
Balance Sheets-Additional Information - Intangibles, Net - Weighted-Average Useful Life (Details) - Weighted Average | Jun. 30, 2024 |
Technology-Based Intangible Assets | |
Intangibles, net | |
Estimated useful life of definite-lived intangible assets | 12 years |
Product Registrations, Marketing and Distribution Rights | |
Intangibles, net | |
Estimated useful life of definite-lived intangible assets | 9 years |
Customer Relationships | |
Intangibles, net | |
Estimated useful life of definite-lived intangible assets | 12 years |
Trademarks and Trade Names and Other | |
Intangibles, net | |
Estimated useful life of definite-lived intangible assets | 6 years |
Balance Sheets-Additional Inf_9
Balance Sheets-Additional Information - Intangibles, Net - Total (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Intangibles, net | ||
Intangibles | $ 148,007 | $ 149,973 |
Accumulated amortization | (102,974) | (94,986) |
Total | 45,033 | 54,987 |
Technology-Based Intangible Assets | ||
Intangibles, net | ||
Intangibles | 94,259 | 95,576 |
Accumulated amortization | (62,119) | (55,396) |
Product Registrations, Marketing and Distribution Rights | ||
Intangibles, net | ||
Intangibles | 18,117 | 18,557 |
Accumulated amortization | (17,326) | (18,553) |
Customer Relationships | ||
Intangibles, net | ||
Intangibles | 30,418 | 30,235 |
Accumulated amortization | (19,001) | (16,884) |
Trademarks and Trade Names and Other | ||
Intangibles, net | ||
Intangibles | 5,213 | 5,605 |
Accumulated amortization | $ (4,528) | $ (4,153) |
Balance Sheets-Additional In_10
Balance Sheets-Additional Information - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill | ||
Balance at beginning of period | $ 53,274 | $ 53,226 |
Acquisition | 1,397 | |
Effect of changes in exchange rates | (114) | 48 |
Balance at end of period | $ 54,557 | $ 53,274 |
Balance Sheets-Additional In_11
Balance Sheets-Additional Information - Other Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Other assets | ||
ROU operating lease assets | $ 37,604 | $ 35,759 |
Deferred income taxes | 19,371 | 8,711 |
Deposits | 1,646 | 6,617 |
Insurance investments | 6,305 | 6,067 |
Equity method investments | 5,183 | 5,027 |
Derivative instruments | 10,225 | |
Debt issuance costs | 911 | 1,408 |
Other | 7,277 | 8,031 |
Other assets, total | $ 78,297 | $ 81,845 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position | Other assets, total | Other assets, total |
Derivative Asset, Noncurrent, Statement of Financial Position | Other assets, total | Other assets, total |
Balance Sheets-Additional In_12
Balance Sheets-Additional Information - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Accrued expenses and other current liabilities | ||
Employee related | $ 37,612 | $ 29,359 |
Current operating lease liabilities | 7,460 | 6,053 |
Commissions and rebates | 7,875 | 5,833 |
Professional fees | 8,918 | 5,032 |
Income and other taxes | 2,931 | 8,663 |
Insurance-related | 1,265 | 1,284 |
Insurance premium financing | 5,185 | 4,769 |
Other | 17,540 | 18,859 |
Accrued expenses and other current liabilities, total | $ 88,786 | $ 79,852 |
Operating Lease, Liability, Current, Statement of Financial Position | Accrued expenses and other current liabilities, total | Accrued expenses and other current liabilities, total |
Balance Sheets-Additional In_13
Balance Sheets-Additional Information - Insurance Premium Financing (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Balance Sheets-Additional Information | |
Insurance premium financing, fixed interest rate percentage (as a percent) | 6.95% |
Insurance premium financing, monthly payment amount | $ 648 |
Balance Sheets-Additional In_14
Balance Sheets-Additional Information - Other Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Other liabilities | ||
Long-term operating lease liabilities | $ 29,915 | $ 29,077 |
Long term and deferred income taxes | 14,218 | 12,146 |
Supplemental retirement benefits, deferred compensation and other | 6,678 | 6,552 |
U.S. pension plan, net | 2,237 | 2,286 |
International retirement plans | 3,212 | 4,210 |
Other long-term liabilities | 6,846 | 6,076 |
Other liabilities, total | $ 63,106 | $ 60,347 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position | Other liabilities, total | Other liabilities, total |
Balance Sheets-Additional In_15
Balance Sheets-Additional Information - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Accumulated other comprehensive loss | ||
Accumulated other comprehensive loss | $ (123,527) | $ (114,210) |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent | ||
Accumulated other comprehensive loss | ||
Accumulated other comprehensive loss, before tax | 13,104 | 24,589 |
Accumulated other comprehensive loss, tax | (3,304) | (6,207) |
Accumulated Foreign Currency Adjustment Attributable to Parent | ||
Accumulated other comprehensive loss | ||
Accumulated other comprehensive loss, before tax | (124,004) | (115,062) |
Accumulated Other Comprehensive Income, Long-term Intercompany | ||
Accumulated other comprehensive loss | ||
Accumulated other comprehensive loss, tax | 8,166 | 8,166 |
Accumulated Defined Benefit Plans Adjustment Attributable to Parent | ||
Accumulated other comprehensive loss | ||
Accumulated other comprehensive loss, before tax | 13,012 | 23,996 |
Accumulated other comprehensive loss, tax | $ (4,477) | $ (1,700) |
Debt - General Information (Det
Debt - General Information (Details) $ in Thousands | 12 Months Ended | ||||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Nov. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Apr. 30, 2021 USD ($) | |
Line of Credit | 2021 Credit Facilities | |||||
Debt | |||||
Maximum First Lien Net Leverage Ratio | 4 | ||||
Maximum First Lien Net Leverage Ratio, Test Period | 4.25 | ||||
Minimum interest coverage ratio | 3 | ||||
Line of Credit | 2021 Credit Facilities | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Basis Spread on Variable Rate, Scenario One | |||||
Debt | |||||
Basis spread on variable rate (as a percent) | 1.50% | ||||
Line of Credit | 2021 Credit Facilities | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Basis Spread on Variable Rate, Scenario Two | |||||
Debt | |||||
Basis spread on variable rate (as a percent) | 1.75% | ||||
Line of Credit | 2021 Credit Facilities | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Basis Spread on Variable Rate, Scenario Three | |||||
Debt | |||||
Basis spread on variable rate (as a percent) | 2% | ||||
Line of Credit | 2021 Credit Facilities | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Basis Spread on Variable Rate, Scenario Four | |||||
Debt | |||||
Basis spread on variable rate (as a percent) | 2.25% | ||||
Line of Credit | 2021 Credit Facilities | Base Rate | Debt Instrument, Basis Spread on Variable Rate, Scenario One | |||||
Debt | |||||
Basis spread on variable rate (as a percent) | 0.50% | ||||
Line of Credit | 2021 Credit Facilities | Base Rate | Debt Instrument, Basis Spread on Variable Rate, Scenario Two | |||||
Debt | |||||
Basis spread on variable rate (as a percent) | 0.75% | ||||
Line of Credit | 2021 Credit Facilities | Base Rate | Debt Instrument, Basis Spread on Variable Rate, Scenario Three | |||||
Debt | |||||
Basis spread on variable rate (as a percent) | 1% | ||||
Line of Credit | 2021 Credit Facilities | Base Rate | Debt Instrument, Basis Spread on Variable Rate, Scenario Four | |||||
Debt | |||||
Basis spread on variable rate (as a percent) | 1.25% | ||||
Loans Payable | Term A Loan | |||||
Debt | |||||
Aggregate principal amount | $ 300,000 | ||||
Loans Payable | 2023 Incremental Term Loan due April 2026 | |||||
Debt | |||||
Aggregate principal amount | $ 50,000 | ||||
Loans Payable | 2023 Incremental Term Loan due April 2026 | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Basis Spread on Variable Rate, Scenario One | |||||
Debt | |||||
Basis spread on variable rate (as a percent) | 2% | ||||
Loans Payable | 2023 Incremental Term Loan due April 2026 | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Basis Spread on Variable Rate, Scenario Two | |||||
Debt | |||||
Basis spread on variable rate (as a percent) | 2.25% | ||||
Loans Payable | 2023 Incremental Term Loan due April 2026 | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Basis Spread on Variable Rate, Scenario Three | |||||
Debt | |||||
Basis spread on variable rate (as a percent) | 2.50% | ||||
Loans Payable | 2023 Incremental Term Loan due April 2026 | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Basis Spread on Variable Rate, Scenario Four | |||||
Debt | |||||
Basis spread on variable rate (as a percent) | 2.75% | ||||
Loans Payable | 2023 Incremental Term Loan due April 2026 | Base Rate | Debt Instrument, Basis Spread on Variable Rate, Scenario One | |||||
Debt | |||||
Basis spread on variable rate (as a percent) | 1% | ||||
Loans Payable | 2023 Incremental Term Loan due April 2026 | Base Rate | Debt Instrument, Basis Spread on Variable Rate, Scenario Two | |||||
Debt | |||||
Basis spread on variable rate (as a percent) | 1.25% | ||||
Loans Payable | 2023 Incremental Term Loan due April 2026 | Base Rate | Debt Instrument, Basis Spread on Variable Rate, Scenario Three | |||||
Debt | |||||
Basis spread on variable rate (as a percent) | 1.50% | ||||
Loans Payable | 2023 Incremental Term Loan due April 2026 | Base Rate | Debt Instrument, Basis Spread on Variable Rate, Scenario Four | |||||
Debt | |||||
Basis spread on variable rate (as a percent) | 1.75% | ||||
Revolving Credit Facility | Revolver | |||||
Debt | |||||
Maximum borrowing capacity | $ 310,000 | $ 250,000 | |||
Aggregate available credit facilities | $ 131,706 | ||||
Outstanding borrowings | 176,000 | ||||
Letter of Credit | |||||
Debt | |||||
Letters of credit outstanding | $ 2,294 | ||||
Letter of Credit | Maximum | |||||
Debt | |||||
Debt instrument, term | 1 year | ||||
Secured Debt | 2022 Term Loan | |||||
Debt | |||||
Aggregate principal amount | $ 12,000 | ||||
Debt instrument, periodic payment | $ 35 | ||||
Debt instrument, frequency of periodic payment | monthly | ||||
Secured Debt | 2022 Term Loan | Secured Overnight Financing Rate (SOFR) | |||||
Debt | |||||
Basis spread on variable rate (as a percent) | 2% | ||||
Secured Debt | 2022 Term Loan | Fed Funds Effective Rate Overnight Index Swap Rate | |||||
Debt | |||||
Basis spread on variable rate (as a percent) | 0.50% |
Debt - Interest Rates - Stated
Debt - Interest Rates - Stated Rates (Details) | Jun. 30, 2024 | Jun. 30, 2023 |
Revolving Credit Facility | Revolver | ||
Debt | ||
Interest rate (as a percent) | 6% | 6.09% |
Loans Payable | Term A Loan | ||
Debt | ||
Interest rate (as a percent) | 2.36% | 2.36% |
Loans Payable | 2023 Incremental Term Loan due April 2026 | ||
Debt | ||
Interest rate (as a percent) | 7.68% | 7.44% |
Secured Debt | 2022 Term Loan | ||
Debt | ||
Interest rate (as a percent) | 7.43% | 7.25% |
Debt - Interest Rates - Weighte
Debt - Interest Rates - Weighted Average Rates (Details) | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revolving Credit Facility | Revolver | |||
Debt | |||
Long-term debt, weighted average interest rate, over time | 6.14% | 5.42% | 2.08% |
Loans Payable | Term A Loan | |||
Debt | |||
Long-term debt, weighted average interest rate, over time | 2.36% | 2.37% | 2.99% |
Loans Payable | 2023 Incremental Term Loan due April 2026 | |||
Debt | |||
Long-term debt, weighted average interest rate, over time | 7.64% | 7.40% | |
Secured Debt | 2022 Term Loan | |||
Debt | |||
Long-term debt, weighted average interest rate, over time | 7.41% | 6.43% |
Debt - Derivatives (Details)
Debt - Derivatives (Details) - Cash Flow Hedging - USD ($) $ in Thousands | Jun. 30, 2024 | Jul. 31, 2022 |
Interest Rate Swap | ||
Derivatives | ||
Derivative, notional amount | $ 300,000 | |
Interest Rate Swap, July 2022 | ||
Derivatives | ||
Derivative, notional amount | $ 300,000 | |
Derivative, fixed interest rate (as a percent) | 0.61% |
Debt - Reconciliation (Details)
Debt - Reconciliation (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Debt Maturities | ||
Long-term debt, gross | $ 313,140 | $ 335,435 |
Unamortized debt issuance costs | (1,056) | (1,599) |
Long-term debt, current and non-current | 312,084 | 333,836 |
Loans Payable | Term A Loan | ||
Debt Maturities | ||
Long-term debt, gross | 256,875 | 273,750 |
Loans Payable | 2023 Incremental Term Loan due April 2026 | ||
Debt Maturities | ||
Long-term debt, gross | 45,000 | 50,000 |
Secured Debt | 2022 Term Loan | ||
Debt Maturities | ||
Long-term debt, gross | $ 11,265 | $ 11,685 |
Debt - Classification (Details)
Debt - Classification (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Debt Maturities | ||
Long-term debt, current and non-current | $ 312,084 | $ 333,836 |
Less: current maturities of long-term debt and other | (29,795) | (22,295) |
Long-term debt | $ 282,289 | $ 311,541 |
Debt - Aggregate Maturities of
Debt - Aggregate Maturities of Long-Term Debt and Revolver (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Debt | ||
Debt payments, 2025 | $ 29,795 | |
Debt payments, 2026 | 272,920 | |
Debt payments, 2027 | 420 | |
Debt payments, 2028 | 10,005 | |
Debt payments, total | 313,140 | $ 335,435 |
Interest payments, 2025 | 19,785 | |
Interest payments, 2026 | 26,598 | |
Interest payments, 2027 | 755 | |
Interest payments, 2028 | 184 | |
Interest payments, total | $ 47,322 |
Leases - General Information (D
Leases - General Information (Details) | Jun. 30, 2024 |
Minimum | |
Leases | |
Remaining term | 1 year |
Maximum | |
Leases | |
Remaining term | 23 years |
Leases - Assets and Liabilities
Leases - Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Assets: | ||
ROU operating lease assets | $ 37,604 | $ 35,759 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position | Other assets | Other assets |
Liabilities: | ||
Operating lease liabilities, current portion | $ 7,460 | $ 6,053 |
Operating Lease, Liability, Current, Statement of Financial Position | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Operating lease liabilities, non-current portion | $ 29,915 | $ 29,077 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position | Other liabilities | Other liabilities |
Total operating lease liabilities | $ 37,375 | $ 35,130 |
Leases - Composition of Net Lea
Leases - Composition of Net Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Composition of net lease expense | |||
Operating lease expense | $ 8,888 | $ 8,363 | $ 8,461 |
Variable lease expense | 1,150 | 1,139 | 1,376 |
Short-term lease expense | 1,397 | 1,522 | 1,214 |
Total lease expense | $ 11,435 | $ 11,024 | $ 11,051 |
Leases - Other Supplemental Inf
Leases - Other Supplemental Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases | |||
Operating cash flows used for ROU operating leases | $ 8,231 | $ 7,798 | $ 8,642 |
Non-cash changes to ROU operating assets and lease liabilities | $ 9,283 | $ 5,114 | $ 11,930 |
Weighted average remaining lease term - operating leases | 9 years 7 months 6 days | 10 years 7 months 6 days | |
Weighted average discount rate - operating leases (as a percent) | 4.73% | 3.89% |
Leases - Maturities of Future L
Leases - Maturities of Future Lease Liabilities (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Leases | |
2025 | $ 8,800 |
2026 | 7,085 |
2027 | 5,212 |
2028 | 3,920 |
2029 | 3,048 |
2030 and thereafter | 17,200 |
Total lease payments | $ 45,265 |
Leases - Gross Difference (Deta
Leases - Gross Difference (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Leases | ||
Total lease payments | $ 45,265 | |
Less: interest | 7,890 | |
Lease liabilities | $ 37,375 | $ 35,130 |
Common Stock, Preferred Stock_3
Common Stock, Preferred Stock and Dividends - Preferred Stock and Common Stock - Tabular Disclosure (Details) - $ / shares | Jun. 30, 2024 | Jun. 30, 2023 |
Preferred stock | ||
Preferred stock, shares authorized (in shares) | 16,000,000 | 16,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common Class A | ||
Common stock | ||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued (in shares) | 20,337,574 | 20,337,574 |
Common stock, shares outstanding (in shares) | 20,337,574 | 20,337,574 |
Common Class B | ||
Common stock | ||
Common stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued (in shares) | 20,166,034 | 20,166,034 |
Common stock, shares outstanding (in shares) | 20,166,034 | 20,166,034 |
Common Stock, Preferred Stock_4
Common Stock, Preferred Stock and Dividends - Preferred Stock and Common Stock - Additional Information (Details) - shares | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Common Stock, Preferred Stock and Dividends | ||
Class B common stock converted into Class A common shares | 0 | 0 |
Common Stock, Preferred Stock_5
Common Stock, Preferred Stock and Dividends - Common Stock (Details) | 12 Months Ended |
Jun. 30, 2024 Vote | |
Common stock | |
BFI ownership percentage at which the remaining Class B shares would convert to Class A | 15% |
Common Class A | |
Common stock | |
Common stock, voting rights | Holders of our Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. |
Common stock, voting rights, votes per share | 1 |
Common Class B | |
Common stock | |
Common stock, voting rights | Holders of our Class B common stock are entitled to 10 votes for each share held of record on all matters submitted to a vote of stockholders. |
Common stock, voting rights, votes per share | 10 |
Common Stock, Preferred Stock_6
Common Stock, Preferred Stock and Dividends - Dividends (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Dividends | |||
Dividends declared and paid | $ 19,442 | $ 19,442 | $ 19,442 |
Stock Incentive Plan - General
Stock Incentive Plan - General Information (Details) - shares | Jun. 30, 2024 | Mar. 31, 2008 |
Stock Incentive Plan | ||
Shares authorized (in shares) | 6,630,000 | |
Shares available for grant (in shares) | 4,481,620 |
Stock Incentive Plan - Restrict
Stock Incentive Plan - Restricted Stock Units (Details) - $ / shares | 1 Months Ended | 12 Months Ended | ||
Jul. 05, 2023 | Feb. 29, 2024 | Jul. 31, 2023 | Jun. 30, 2024 | |
Restricted Stock Units (RSUs) | ||||
Stock Incentive Plan | ||||
Grant date fair value (in dollars per share) | $ 5.44 | |||
Restricted Stock Units (RSUs) | July 2023 | ||||
Stock Incentive Plan | ||||
Granted (in shares) | 600,000 | |||
Vesting, achievement of arithmetic average of closing stock price per share for each trading day, period | 90 days | |||
Vesting, achievement of arithmetic average of closing stock price per share for each trading day, share price, minimum (in dollars per share) | $ 20 | |||
Vesting, achievement of arithmetic average of closing stock price per share for each trading day, share price, maximum (in dollars per share) | $ 60 | |||
Vesting, immediately vest in full, change in control, shares of stock cease to trade on nationally recognized exchange, percentage (as a percent) | 100% | |||
Vesting, immediately vest in full, qualifying termination, period | 12 months | |||
Time-based Restricted Stock Units | July 2023 | ||||
Stock Incentive Plan | ||||
Vesting term | 5 years | |||
Performance-based Restricted Stock Units | July 2023 | ||||
Stock Incentive Plan | ||||
Vesting percentage (as a percent) | 10% | |||
Vesting, achievement of arithmetic average of closing stock price per share for each trading day, vesting percentage, minimum (as a percent) | 20% | |||
Performance-based Restricted Stock Units | July 2023 | Share-Based Payment Arrangement, Tranche One | ||||
Stock Incentive Plan | ||||
Vesting term | 4 years | |||
Performance-based Restricted Stock Units | July 2023 | Share-Based Payment Arrangement, Tranche Two | ||||
Stock Incentive Plan | ||||
Vesting term | 5 years |
Stock Incentive Plan - Stock-Ba
Stock Incentive Plan - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restricted Stock Units (RSUs) | |||
Stock Incentive Plan | |||
Stock-based compensation expense | $ 475 | $ 0 | $ 0 |
Employee Stock Option | |||
Stock Incentive Plan | |||
Stock-based compensation expense | $ 0 | $ 0 | $ 0 |
Stock Incentive Plan - Cost Not
Stock Incentive Plan - Cost Not yet Recognized (Details) - Restricted Stock Units (RSUs) $ in Thousands | 12 Months Ended |
Jun. 30, 2024 USD ($) | |
Stock Incentive Plan | |
Cost not yet recognized, amount | $ 2,788 |
Cost not yet recognized, period for recognition | 4 years 1 month 6 days |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Immediate Family Member of Management or Principal Owner | Compensation and Benefit for Services | |||
Related Party Transactions | |||
Aggregate compensation and benefits | $ 1,590 | $ 1,924 | $ 2,203 |
Employee Benefit Plans - Genera
Employee Benefit Plans - General Information (Details) | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Employee Benefit Plans | |||
Defined Benefit Plan, Type | us-gaap:PensionPlansDefinedBenefitMember | us-gaap:PensionPlansDefinedBenefitMember | us-gaap:PensionPlansDefinedBenefitMember |
Defined Benefit Plan, Sponsor Location | United States | United States | United States |
Defined Benefit Plan, Funding Status | us-gaap:FundedPlanMember | us-gaap:FundedPlanMember | us-gaap:FundedPlanMember |
Employee Benefit Plans - Annuit
Employee Benefit Plans - Annuity Purchase Agreement (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2022 | |
Employee Benefit Plans | |||
Annuity purchase price | $ 26,381 | ||
Settlement expense | $ 10,674 | $ 0 |
Employee Benefit Plans - Change
Employee Benefit Plans - Change in Projected Benefit Obligation - Tabular Disclosure (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Change in projected benefit obligation | |||
Projected benefit obligation at beginning of year | $ 60,673 | $ 63,079 | |
Interest cost | 1,775 | 2,608 | $ 1,675 |
Benefits paid | (954) | (2,865) | |
Actuarial gain | (1,852) | (2,149) | |
Settlement payments | (26,381) | ||
Projected benefit obligation at end of year | $ 33,261 | $ 60,673 | $ 63,079 |
Employee Benefit Plans - Chan_2
Employee Benefit Plans - Change in Projected Benefit Obligation - Additional Information (Details) | Jun. 30, 2024 | Jun. 30, 2023 |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation | ||
Discount rate used for the projected benefit obligation (as a percent) | 5.40% | 5% |
Employee Benefit Plans - Chan_3
Employee Benefit Plans - Change in Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Change in plan assets | ||
Fair value of plan assets at beginning of year | $ 58,387 | $ 61,286 |
Actual return on plan assets | (28) | (34) |
Benefits paid | (954) | (2,865) |
Settlement payments | (26,381) | |
Fair value of plan assets at end of year | $ 31,024 | $ 58,387 |
Employee Benefit Plans - Funded
Employee Benefit Plans - Funded Status (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 |
Funded status | |||
Projected benefit obligation | $ 33,261 | $ 60,673 | $ 63,079 |
Fair value of plan assets | 31,024 | 58,387 | $ 61,286 |
Liability funded status at end of year | $ (2,237) | $ (2,286) |
Employee Benefit Plans - Accumu
Employee Benefit Plans - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accumulated other comprehensive loss related to pension plan | |||
Balance at beginning of period | $ (23,996) | $ (24,208) | |
Amortization of net actuarial loss | 370 | 721 | |
Current period net actuarial loss | (60) | (509) | |
Unrecognized net pension gains (losses) | 310 | 212 | $ (4,235) |
Pension settlement recognition | 10,674 | ||
Net change | 10,984 | 212 | |
Balance at end of period | $ (13,012) | $ (23,996) | $ (24,208) |
Employee Benefit Plans - Net Pe
Employee Benefit Plans - Net Periodic Pension Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Net periodic pension expense | |||
Interest cost on benefit obligation | $ 1,775 | $ 2,608 | $ 1,675 |
Expected return on plan assets | (1,884) | (2,624) | (3,413) |
Amortization of net actuarial loss and prior service costs | 370 | 721 | 480 |
Settlement expense | 10,674 | 0 | |
Net periodic pension expense (income) | $ 10,935 | $ 705 | $ (1,258) |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income | Consolidated statement of operations - total selling, general and administrative expenses | Consolidated statement of operations - total selling, general and administrative expenses | Consolidated statement of operations - total selling, general and administrative expenses |
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Expected Return (Loss), Statement of Income or Comprehensive Income | Consolidated statement of operations - total selling, general and administrative expenses | Consolidated statement of operations - total selling, general and administrative expenses | Consolidated statement of operations - total selling, general and administrative expenses |
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Settlement Gain (Loss), Statement of Income or Comprehensive Income | Consolidated statement of operations - total selling, general and administrative expenses | Consolidated statement of operations - total selling, general and administrative expenses | Consolidated statement of operations - total selling, general and administrative expenses |
Employee Benefit Plans - Actuar
Employee Benefit Plans - Actuarial Assumptions - Tabular Disclosure (Details) | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Significant actuarial assumptions | |||
Discount rate for interest cost (as a percent) | 5% | 4.30% | 2.20% |
Expected rate of return on plan assets (as a percent) | 5.80% | 4.40% | 4.40% |
Discount rate for year-end benefit obligation (as a percent) | 5.10% | 4.60% | 2.90% |
Employee Benefit Plans - Actu_2
Employee Benefit Plans - Actuarial Assumptions - Additional Information (Details) $ in Millions | 12 Months Ended |
Jun. 30, 2024 USD ($) | |
Employee Benefit Plans | |
Minimum par value required for corporate bond to determine discount rate | $ 250 |
Employee Benefit Plans - Estima
Employee Benefit Plans - Estimated Future Benefit Payments (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Estimated future benefit payments | |
2025 | $ 1,388 |
2026 | 1,600 |
2027 | 1,809 |
2028 | 1,955 |
2029 | 2,113 |
2030-2034 | $ 11,486 |
Employee Benefit Plans - Asset
Employee Benefit Plans - Asset Allocation (Details) | Jun. 30, 2024 | Jun. 30, 2023 |
Defined Benefit Plan, Debt Security | ||
Target asset allocations and weighted-average asset allocation of plan assets | ||
Percentage of plan assets (as a percent) | 79% | 75% |
Defined Benefit Plan, Debt Security | Minimum | ||
Target asset allocations and weighted-average asset allocation of plan assets | ||
Target allocation (as a percent) | 65% | |
Defined Benefit Plan, Debt Security | Maximum | ||
Target asset allocations and weighted-average asset allocation of plan assets | ||
Target allocation (as a percent) | 85% | |
Defined Benefit Plan, Equity Securities | ||
Target asset allocations and weighted-average asset allocation of plan assets | ||
Percentage of plan assets (as a percent) | 18% | 12% |
Defined Benefit Plan, Equity Securities | Minimum | ||
Target asset allocations and weighted-average asset allocation of plan assets | ||
Target allocation (as a percent) | 10% | |
Defined Benefit Plan, Equity Securities | Maximum | ||
Target asset allocations and weighted-average asset allocation of plan assets | ||
Target allocation (as a percent) | 30% | |
Global Asset Allocations/Risk Parity | ||
Target asset allocations and weighted-average asset allocation of plan assets | ||
Percentage of plan assets (as a percent) | 2% | 3% |
Global Asset Allocations/Risk Parity | Minimum | ||
Target asset allocations and weighted-average asset allocation of plan assets | ||
Target allocation (as a percent) | 0% | |
Global Asset Allocations/Risk Parity | Maximum | ||
Target asset allocations and weighted-average asset allocation of plan assets | ||
Target allocation (as a percent) | 15% | |
Defined Benefit Plan, Plan Assets, Other | ||
Target asset allocations and weighted-average asset allocation of plan assets | ||
Percentage of plan assets (as a percent) | 1% | 10% |
Defined Benefit Plan, Plan Assets, Other | Minimum | ||
Target asset allocations and weighted-average asset allocation of plan assets | ||
Target allocation (as a percent) | 0% | |
Defined Benefit Plan, Plan Assets, Other | Maximum | ||
Target asset allocations and weighted-average asset allocation of plan assets | ||
Target allocation (as a percent) | 10% |
Employee Benefit Plans - Fair V
Employee Benefit Plans - Fair Values of Plan Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 |
Fair values of the plan assets by asset category | |||
Fair value of plan assets | $ 31,024 | $ 58,387 | $ 61,286 |
Level 1 | |||
Fair values of the plan assets by asset category | |||
Fair value of plan assets | 773 | 7,489 | |
Level 2 | |||
Fair values of the plan assets by asset category | |||
Fair value of plan assets | 29,727 | 49,346 | |
Level 3 | |||
Fair values of the plan assets by asset category | |||
Fair value of plan assets | 524 | 1,552 | $ 1,962 |
Defined Benefit Plan, Cash and Cash Equivalents | |||
Fair values of the plan assets by asset category | |||
Fair value of plan assets | 277 | 6,063 | |
Defined Benefit Plan, Cash and Cash Equivalents | Level 1 | |||
Fair values of the plan assets by asset category | |||
Fair value of plan assets | 277 | 6,063 | |
Defined Benefit Plan, Common Collective Trust, Global Large Cap Equities | |||
Fair values of the plan assets by asset category | |||
Fair value of plan assets | 5,601 | 7,071 | |
Defined Benefit Plan, Common Collective Trust, Global Large Cap Equities | Level 2 | |||
Fair values of the plan assets by asset category | |||
Fair value of plan assets | 5,077 | 5,552 | |
Defined Benefit Plan, Common Collective Trust, Global Large Cap Equities | Level 3 | |||
Fair values of the plan assets by asset category | |||
Fair value of plan assets | 524 | 1,519 | |
Defined Benefit Plan, Common Collective Trust, Fixed Income Securities | |||
Fair values of the plan assets by asset category | |||
Fair value of plan assets | 24,650 | 43,794 | |
Defined Benefit Plan, Common Collective Trust, Fixed Income Securities | Level 2 | |||
Fair values of the plan assets by asset category | |||
Fair value of plan assets | 24,650 | 43,794 | |
Mutual Fund | |||
Fair values of the plan assets by asset category | |||
Fair value of plan assets | 496 | 1,426 | |
Mutual Fund | Level 1 | |||
Fair values of the plan assets by asset category | |||
Fair value of plan assets | $ 496 | 1,426 | |
Defined Benefit Plan, Plan Assets, Other | |||
Fair values of the plan assets by asset category | |||
Fair value of plan assets | 33 | ||
Defined Benefit Plan, Plan Assets, Other | Level 3 | |||
Fair values of the plan assets by asset category | |||
Fair value of plan assets | $ 33 |
Employee Benefit Plans - Chan_4
Employee Benefit Plans - Change in Fair Value of Level 3 Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Change in Fair Value Level 3 assets | ||
Fair value of plan assets at beginning of year | $ 58,387 | $ 61,286 |
Fair value of plan assets at end of year | 31,024 | 58,387 |
Level 3 | ||
Change in Fair Value Level 3 assets | ||
Fair value of plan assets at beginning of year | 1,552 | 1,962 |
Redemptions | (1,316) | (603) |
Purchases | 200 | |
Change in fair value | 88 | 193 |
Fair value of plan assets at end of year | $ 524 | $ 1,552 |
Employee Benefit Plans - Fair_2
Employee Benefit Plans - Fair Value Assumptions (Details) | Jun. 30, 2024 $ / shares |
Employee Benefit Plans | |
Cash and cash equivalents, measurement input, price per unit (in dollars per share) | $ 1 |
Employee Benefit Plans - 401(k)
Employee Benefit Plans - 401(k) Retirement Savings Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Employee Benefit Plans | |||
Employer matching contribution, percent of match (as a percent) | 100% | ||
Employer matching contribution, percent of employees' gross pay (as a percent) | 6% | ||
Employer discretionary contribution (as a percent) | 4.50% | ||
Contribution expense | $ 5,395 | $ 6,214 | $ 6,341 |
Defined Contribution Plan, Sponsor Location | United States | United States | United States |
Employee Benefit Plans - Other
Employee Benefit Plans - Other Employee Benefit Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Other employee benefit plans | |||
Other employee-related liabilities | $ 9,990 | $ 10,862 | |
Other employee benefit plans expense | $ 4,189 | $ 4,067 | $ 3,788 |
Income Taxes - Income (Loss) be
Income Taxes - Income (Loss) before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | |||
Domestic | $ (22,820) | $ 14,776 | $ 27,695 |
Foreign | 33,736 | 39,295 | 44,632 |
Income before income taxes | $ 10,916 | $ 54,071 | $ 72,327 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Current provision: | |||
Federal | $ 3,037 | $ 9,801 | $ 4,874 |
State and local | 1,718 | 1,810 | 1,468 |
Foreign | 15,740 | 12,750 | 17,613 |
Total current provision | 20,495 | 24,361 | 23,955 |
Deferred provision (benefit): | |||
Federal | (4,755) | (6,151) | (75) |
State and local | (1,523) | (266) | 251 |
Foreign | (4,468) | 3,424 | 23 |
Change in valuation allowance-foreign | (1,249) | 97 | (1,002) |
Total deferred benefit | (11,995) | (2,896) | (803) |
Provision for income taxes | $ 8,500 | $ 21,465 | $ 23,152 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Statutory Rate to Effective Tax Rate (Details) | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Reconciliation of the federal statutory rate to the Company's effective tax rate | |||
U.S. federal statutory income tax rate (as a percent) | 21% | 21% | 21% |
State and local taxes, net of federal benefit (as a percent) | (1.10%) | 2% | 2% |
Higher taxes on non-U.S. income (as a percent) | 9.90% | 8.90% | 4.80% |
Changes in uncertain tax positions (as a percent) | 30.70% | 5.10% | 4.40% |
Global Intangible Low-Taxed Income (as a percent) | 18.30% | 3.30% | 0.30% |
Recognition of federal and foreign tax credits (as a percent) | (10.60%) | (3.10%) | (0.90%) |
Change in valuation allowance (as a percent) | (11.40%) | 0.20% | (1.40%) |
Foreign derived intangible income (as a percent) | (3.80%) | (3.70%) | (2.10%) |
Non-U.S. withholding and related taxes, net, on planned repatriation (as a percent) | 28.40% | ||
Impact of foreign tax credit regulations and related changes (as a percent) | (20.00%) | 1.90% | |
Non-deductible operating expenses (as a percent) | 11.30% | 0.90% | 0.80% |
Non-deductible acquisition costs (as a percent) | 4.30% | ||
Other (as a percent) | 0.90% | 3.20% | 3.10% |
Effective tax rate (as a percent) | 77.90% | 39.70% | 32% |
Income Taxes - Global Intangibl
Income Taxes - Global Intangible Low-Taxed Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount | |||
Provision for income taxes, federal tax expense from the effects of GILTI | $ 2,003 | $ 1,775 | $ 207 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 |
Deferred tax assets: | ||||
Employee related accruals | $ 6,620 | $ 5,461 | ||
Inventory | 1,521 | 2,864 | ||
Environmental remediation | 767 | 1,733 | ||
Net operating loss carry forwards-domestic | 777 | 839 | ||
Net operating loss carry forwards-foreign | 3,813 | 4,389 | ||
Operating lease liabilities | 6,788 | 6,521 | ||
R&D cost capitalization | 7,227 | 4,283 | ||
Unrealized foreign exchange | 1,470 | |||
Carried foreign interest expense | 4,518 | |||
Other | 7,224 | (1,311) | ||
Deferred tax assets, gross | 40,725 | 24,779 | ||
Valuation allowance | (1,288) | (2,598) | $ (2,618) | $ (3,709) |
Deferred tax assets, net of valuation allowance | 39,437 | 22,181 | ||
Deferred tax liabilities: | ||||
Property, plant and equipment and intangible assets | (5,282) | (6,286) | ||
Operating lease ROU assets | (6,441) | (6,280) | ||
Unrealized foreign exchange | (1,906) | |||
Non-U.S. withholding and related taxes, net, on planned repatriation | (2,828) | |||
Other | (6,182) | (712) | ||
Total | (20,733) | (15,184) | ||
Net deferred tax asset | $ 18,704 | $ 6,997 |
Income Taxes - Deferred Taxes I
Income Taxes - Deferred Taxes Included in Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Income Taxes | ||
Other assets | $ 19,371 | $ 8,711 |
Other liabilities | (667) | (1,714) |
Net deferred tax asset | $ 18,704 | $ 6,997 |
Income Taxes - Valuation Allowa
Income Taxes - Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Valuation allowance | |||
Balance at beginning of period | $ 2,598 | $ 2,618 | $ 3,709 |
(Benefit) provision for income taxes | (1,310) | (20) | (1,091) |
Balance at end of period | $ 1,288 | $ 2,598 | $ 2,618 |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Loss Carry Forwards (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
State and Local Jurisdiction | |
Income Taxes | |
Net operating loss carry forwards | $ 17,250 |
Net operating loss carry forwards, subject to expiration | 9,320 |
Net operating loss carry forwards, not subject to expiration | 7,930 |
Foreign Tax Authority | |
Income Taxes | |
Net operating loss carry forwards | $ 16,208 |
Income Taxes - Repatriation (De
Income Taxes - Repatriation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2025 | Jun. 30, 2024 | |
Taxes payable | ||
Liability related to the expected repatriation of international earnings | $ 2,828 | |
Foreign Subsidiaries | ||
Cash and cash equivalents and short-term investments | ||
Cash and cash equivalents and short-term investments | $ 111,890 | |
Forecast | ||
Taxes payable | ||
Foreign earnings repatriated | $ 80,000 |
Income Taxes - Gross Unrecogniz
Income Taxes - Gross Unrecognized Tax Benefits Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Reconciliations of the beginning and ending amounts of gross unrecognized tax benefits | |||
Unrecognized tax benefits-beginning of period | $ 9,449 | $ 7,832 | $ 5,311 |
Tax position changes-current period | 2,066 | 2,181 | 5,333 |
Tax position changes-prior periods, including settlements with tax authorities | 615 | 193 | (1,175) |
Lapse of statute of limitations | (58) | (194) | (1,071) |
Translation | (211) | (563) | (566) |
Unrecognized tax benefits-end of period | $ 11,861 | $ 9,449 | $ 7,832 |
Income Taxes - Liabilities Rela
Income Taxes - Liabilities Related To Uncertain Tax Positions (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 |
Income Taxes | ||||
Unrecognized tax benefits | $ 11,861 | $ 9,449 | $ 7,832 | $ 5,311 |
Interest and penalties | 1,689 | 981 | 427 | |
Total liabilities related to uncertain tax positions | $ 13,550 | $ 10,430 | $ 8,259 |
Income Taxes - Uncertain Tax Po
Income Taxes - Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Interest and penalties expense | |||
Recognized interest and penalties expense (income) | $ 740 | $ 589 | $ 74 |
Commitments and Contingencies -
Commitments and Contingencies - Environmental (Details) - USD ($) $ in Thousands | 17 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Environmental | ||
Payments for environmental liabilities | $ 5,019 | |
Environmental | ||
Accrual for environmental loss contingencies | $ 4,282 | $ 8,505 |
Environmental Loss Contingency, Statement of Financial Position | Other liabilities, Accrued expenses and other current liabilities | Other liabilities, Accrued expenses and other current liabilities |
Commitments and Contingencies_2
Commitments and Contingencies - Employment and Severance Agreements (Details) | 12 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies | |
Severance benefits, term | 15 months |
Commitments and Contingencies_3
Commitments and Contingencies - Purchase Commitments (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Purchase Commitments | |
Total purchase obligations | $ 2,000 |
2023 | $ 2,000 |
Derivatives - General Informati
Derivatives - General Information (Details) - Cash Flow Hedging - USD ($) $ in Thousands | Jun. 30, 2024 | Jul. 31, 2022 |
Interest Rate Swap | ||
Derivatives | ||
Derivative, notional amount | $ 300,000 | |
Interest Rate Swap, July 2022 | ||
Derivatives | ||
Derivative, notional amount | $ 300,000 | |
Derivative, fixed interest rate (as a percent) | 0.61% |
Derivatives - Balance Sheet Loc
Derivatives - Balance Sheet Location (Details) - Cash Flow Hedging - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Foreign Exchange Option | ||
Accrued expense and other current liabilities | ||
Accrued expense and other current liabilities | $ (41) | |
Total Fair Value | (2) | $ 333 |
Foreign Exchange Option | Other Current Assets | ||
Other assets | ||
Other assets | 39 | 333 |
Interest Rate Swap | ||
Accrued expense and other current liabilities | ||
Total Fair Value | 13,151 | 24,256 |
Interest Rate Swap | Other Current Assets | ||
Other assets | ||
Other assets | $ 13,151 | 14,031 |
Interest Rate Swap | Other Noncurrent Assets | ||
Other assets | ||
Other assets | $ 10,225 |
Derivatives - Notional Amounts
Derivatives - Notional Amounts (Details) - Jun. 30, 2024 - Cash Flow Hedging R$ in Thousands, $ in Thousands | USD ($) | BRL (R$) |
Foreign Exchange Option | Long | ||
Derivatives | ||
Derivative, notional amount | $ 3,043 | R$ 36000 |
Foreign Exchange Option | Short | ||
Derivatives | ||
Derivative, notional amount | 3,043 | R$ 36000 |
Interest Rate Swap | ||
Derivatives | ||
Derivative, notional amount | $ 300,000 |
Derivatives - Effects of Deriva
Derivatives - Effects of Derivatives (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Derivatives | |||
Consolidated statement of operations - total cost of goods sold | $ 704,587 | $ 679,652 | $ 656,861 |
Consolidated statement of operations - total selling, general and administrative expenses | 259,777 | 226,390 | 206,414 |
Interest expense, net | 18,536 | 15,321 | 11,875 |
Derivatives | |||
(Income) expense recorded in comprehensive income | 11,485 | (3,698) | $ (21,681) |
Foreign Exchange Option | |||
Derivatives | |||
(Income) expense recorded in comprehensive income | 380 | 270 | |
Foreign Exchange Option | Cash Flow Hedging | |||
Derivatives | |||
(Income) expense recorded in consolidated statements of operations | $ (1,126) | $ 1,237 | |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income | Consolidated statement of operations - total cost of goods sold | Consolidated statement of operations - total cost of goods sold | |
Interest Rate Swap | |||
Derivatives | |||
(Income) expense recorded in comprehensive income | $ 11,105 | $ (3,968) | |
Interest Rate Swap | Cash Flow Hedging | |||
Derivatives | |||
(Income) expense recorded in consolidated statements of operations | $ (14,503) | $ (9,870) | |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income | Interest expense, net | Interest expense, net |
Derivatives - Additional Inform
Derivatives - Additional Information (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Foreign Exchange Option | Cash Flow Hedging | |
Derivatives | |
Realized gains (losses) related to matured contracts recorded as a component of inventory | $ (1,142) |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Fair Value of Assets | ||
Short-term investments | $ 44,000 | $ 40,000 |
Level 1 | ||
Fair Value of Assets | ||
Short-term investments | 44,000 | 40,000 |
Level 2 | Foreign Exchange Option | ||
Fair Value of Assets | ||
Foreign currency derivatives and interest rate swap | (2) | 333 |
Level 2 | Interest Rate Swap | ||
Fair Value of Assets | ||
Foreign currency derivatives and interest rate swap | $ 13,151 | $ 24,256 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets Measured on Recurring Basis, Unobservable Inputs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Changes in the fair value of the Level 3 assets | ||
Transfers between levels, assets | $ 0 | $ 0 |
Fair Value Measurements - Liabi
Fair Value Measurements - Liabilities Measured on Recurring Basis, Unobservable Inputs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Changes in the fair value of the Level 3 liabilities | ||
Transfers between levels, liabilities | $ 0 | $ 0 |
Changes in the fair value of the Level 3 liabilities | $ 0 | $ 0 |
Business Segments - General Inf
Business Segments - General Information (Details) - segment | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Business Segments | |||
Number of reportable segments | 3 | 3 | 3 |
Business Segments - Net Sales (
Business Segments - Net Sales (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Net sales | |||
Net sales | $ 1,017,679 | $ 977,889 | $ 942,261 |
Animal Health | |||
Net sales | |||
Net sales | 706,482 | 659,851 | 607,055 |
Mineral Nutrition | |||
Net sales | |||
Net sales | 243,663 | 242,656 | 259,512 |
Performance Products | |||
Net sales | |||
Net sales | $ 67,534 | $ 75,382 | $ 75,694 |
Business Segments - Depreciatio
Business Segments - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Depreciation and amortization | |||
Depreciation and amortization | $ 36,178 | $ 34,012 | $ 32,705 |
Operating Segments | |||
Depreciation and amortization | |||
Depreciation and amortization | 34,309 | 32,132 | 31,092 |
Operating Segments | Animal Health | |||
Depreciation and amortization | |||
Depreciation and amortization | 30,194 | 27,714 | 26,759 |
Operating Segments | Mineral Nutrition | |||
Depreciation and amortization | |||
Depreciation and amortization | 2,427 | 2,638 | 2,616 |
Operating Segments | Performance Products | |||
Depreciation and amortization | |||
Depreciation and amortization | $ 1,688 | $ 1,780 | $ 1,717 |
Business Segments - Adjusted EB
Business Segments - Adjusted EBITDA (Details) - Operating Segments - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Adjusted EBITDA | |||
Adjusted EBITDA | $ 169,717 | $ 162,902 | $ 156,850 |
Animal Health | |||
Adjusted EBITDA | |||
Adjusted EBITDA | 145,606 | 136,139 | 124,106 |
Mineral Nutrition | |||
Adjusted EBITDA | |||
Adjusted EBITDA | 16,449 | 17,417 | 24,038 |
Performance Products | |||
Adjusted EBITDA | |||
Adjusted EBITDA | $ 7,662 | $ 9,346 | $ 8,706 |
Business Segments - Reconciliat
Business Segments - Reconciliation of Income before Income Taxes to Adjusted EBITDA (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Reconciliation of income before income taxes to Adjusted EBITDA | |||
Income before income taxes | $ 10,916 | $ 54,071 | $ 72,327 |
Interest expense, net | 18,536 | 15,321 | 11,875 |
Depreciation and amortization | 36,178 | 34,012 | 32,705 |
Corporate costs | 58,480 | 50,149 | 45,767 |
Acquisition-related costs of goods sold | 521 | 316 | |
Acquisition-related transaction costs | 6,405 | 279 | |
Pension settlement cost | 10,674 | ||
Brazil employment taxes | 4,202 | ||
Stock-based compensation | 475 | ||
Phibro Forward income growth initiatives implementation costs | 366 | ||
Insurance proceeds | (899) | ||
Environmental remediation costs | 6,894 | ||
Gain on sale of investment | (1,203) | ||
Foreign currency (gains) losses, net | $ 23,863 | $ 2,455 | $ (5,216) |
Restructuring Charges, Statement of Income or Comprehensive Income | Consolidated statement of operations - total selling, general and administrative expenses | Consolidated statement of operations - total selling, general and administrative expenses | Consolidated statement of operations - total selling, general and administrative expenses |
Environmental Remediation Expense, after Recovery, Statement of Income or Comprehensive Income | Consolidated statement of operations - total selling, general and administrative expenses | Consolidated statement of operations - total selling, general and administrative expenses | Consolidated statement of operations - total selling, general and administrative expenses |
Operating Segments | |||
Reconciliation of income before income taxes to Adjusted EBITDA | |||
Depreciation and amortization | $ 34,309 | $ 32,132 | $ 31,092 |
Foreign currency (gains) losses, net | 23,863 | 2,455 | (5,216) |
Adjusted EBITDA - Total segments | 169,717 | 162,902 | 156,850 |
Operating Segments | Animal Health | |||
Reconciliation of income before income taxes to Adjusted EBITDA | |||
Depreciation and amortization | 30,194 | 27,714 | 26,759 |
Adjusted EBITDA - Total segments | 145,606 | 136,139 | 124,106 |
Operating Segments | Mineral Nutrition | |||
Reconciliation of income before income taxes to Adjusted EBITDA | |||
Depreciation and amortization | 2,427 | 2,638 | 2,616 |
Adjusted EBITDA - Total segments | 16,449 | 17,417 | 24,038 |
Operating Segments | Performance Products | |||
Reconciliation of income before income taxes to Adjusted EBITDA | |||
Depreciation and amortization | 1,688 | 1,780 | 1,717 |
Adjusted EBITDA - Total segments | 7,662 | 9,346 | 8,706 |
Corporate | |||
Reconciliation of income before income taxes to Adjusted EBITDA | |||
Depreciation and amortization | $ 1,869 | $ 1,880 | $ 1,613 |
Business Segments - Identifiabl
Business Segments - Identifiable Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Assets | ||
Assets | $ 982,184 | $ 971,397 |
Operating Segments | ||
Assets | ||
Assets | 802,357 | 824,014 |
Operating Segments | Animal Health | ||
Assets | ||
Assets | 684,407 | 698,522 |
Operating Segments | Mineral Nutrition | ||
Assets | ||
Assets | 67,088 | 75,814 |
Operating Segments | Performance Products | ||
Assets | ||
Assets | 50,862 | 49,678 |
Corporate | ||
Assets | ||
Assets | $ 179,827 | $ 147,383 |
Business Segments - Property, P
Business Segments - Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Property, plant and equipment, net | ||
Property, plant and equipment, net | $ 203,300 | $ 195,568 |
United States | ||
Property, plant and equipment, net | ||
Property, plant and equipment, net | 87,526 | 79,404 |
Israel | ||
Property, plant and equipment, net | ||
Property, plant and equipment, net | 60,395 | 61,304 |
Brazil | ||
Property, plant and equipment, net | ||
Property, plant and equipment, net | 30,348 | 30,359 |
Ireland | ||
Property, plant and equipment, net | ||
Property, plant and equipment, net | 19,038 | 18,900 |
Other | ||
Property, plant and equipment, net | ||
Property, plant and equipment, net | $ 5,993 | $ 5,601 |
Subsequent Event - 2024 Credi_3
Subsequent Event - 2024 Credit Agreement - General Information (Details) - Subsequent Event - Secured Debt $ in Thousands | Jul. 31, 2024 USD ($) |
Initial Term A-1 Loans | |
Subsequent Event | |
Aggregate principal amount | $ 162,000 |
Delayed Draw Term A-1 Loans | |
Subsequent Event | |
Aggregate principal amount | 189,000 |
Revolving Credit Commitments | |
Subsequent Event | |
Aggregate principal amount | 310,000 |
Initial Term A-2 Loans | |
Subsequent Event | |
Aggregate principal amount | 138,000 |
Delayed Draw Term A-2 Loans | |
Subsequent Event | |
Aggregate principal amount | $ 161,000 |
Subsequent Event - 2024 Credi_4
Subsequent Event - 2024 Credit Agreement - Interest Rates (Details) - Subsequent Event - Secured Debt | 1 Months Ended |
Jul. 31, 2024 | |
Revolving Credit Commitments and Term A-1 Loans | Base Rate | Debt Instrument, Basis Spread on Variable Rate, Scenario One | |
Subsequent Event | |
Basis spread on variable rate (as a percent) | 1.75% |
Revolving Credit Commitments and Term A-1 Loans | Base Rate | Debt Instrument, Basis Spread on Variable Rate, Scenario Two | |
Subsequent Event | |
Basis spread on variable rate (as a percent) | 1.50% |
Revolving Credit Commitments and Term A-1 Loans | Base Rate | Debt Instrument, Basis Spread on Variable Rate, Scenario Three | |
Subsequent Event | |
Basis spread on variable rate (as a percent) | 1.25% |
Revolving Credit Commitments and Term A-1 Loans | Base Rate | Debt Instrument, Basis Spread on Variable Rate, Scenario Four | |
Subsequent Event | |
Basis spread on variable rate (as a percent) | 1% |
Revolving Credit Commitments and Term A-1 Loans | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Basis Spread on Variable Rate, Scenario One | |
Subsequent Event | |
Basis spread on variable rate (as a percent) | 2.75% |
Revolving Credit Commitments and Term A-1 Loans | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Basis Spread on Variable Rate, Scenario Two | |
Subsequent Event | |
Basis spread on variable rate (as a percent) | 2.50% |
Revolving Credit Commitments and Term A-1 Loans | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Basis Spread on Variable Rate, Scenario Three | |
Subsequent Event | |
Basis spread on variable rate (as a percent) | 2.25% |
Revolving Credit Commitments and Term A-1 Loans | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Basis Spread on Variable Rate, Scenario Four | |
Subsequent Event | |
Basis spread on variable rate (as a percent) | 2% |
Term A-2 Loans | Base Rate | Debt Instrument, Basis Spread on Variable Rate, Scenario One | |
Subsequent Event | |
Basis spread on variable rate (as a percent) | 2.25% |
Term A-2 Loans | Base Rate | Debt Instrument, Basis Spread on Variable Rate, Scenario Two | |
Subsequent Event | |
Basis spread on variable rate (as a percent) | 2% |
Term A-2 Loans | Base Rate | Debt Instrument, Basis Spread on Variable Rate, Scenario Three | |
Subsequent Event | |
Basis spread on variable rate (as a percent) | 1.75% |
Term A-2 Loans | Base Rate | Debt Instrument, Basis Spread on Variable Rate, Scenario Four | |
Subsequent Event | |
Basis spread on variable rate (as a percent) | 1.50% |
Term A-2 Loans | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Basis Spread on Variable Rate, Scenario One | |
Subsequent Event | |
Basis spread on variable rate (as a percent) | 3.25% |
Term A-2 Loans | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Basis Spread on Variable Rate, Scenario Two | |
Subsequent Event | |
Basis spread on variable rate (as a percent) | 3% |
Term A-2 Loans | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Basis Spread on Variable Rate, Scenario Three | |
Subsequent Event | |
Basis spread on variable rate (as a percent) | 2.75% |
Term A-2 Loans | Secured Overnight Financing Rate (SOFR) | Debt Instrument, Basis Spread on Variable Rate, Scenario Four | |
Subsequent Event | |
Basis spread on variable rate (as a percent) | 2.50% |
Subsequent Event - 2024 Credi_5
Subsequent Event - 2024 Credit Agreement - Financial Covenants (Details) - Subsequent Event - Secured Debt - 2024 Credit Agreement | Jul. 31, 2024 |
Subsequent Event | |
Maximum Net Leverage Ratio, prior to the Closing Date | 4 |
Maximum Net Leverage Ratio, first fiscal quarter ending after the Closing Date through the eighteen-month anniversary of the Closing Date | 4.75 |
Maximum Net Leverage Ratio, eighteen-month anniversary of the Closing Date to the thirty-month anniversary of the Closing Date | 4.50 |
Maximum Net Leverage Ratio, thirty-month anniversary of Closing Date to the forty-two month anniversary of the Closing Date | 4.25 |
Maximum Net Leverage Ratio, after the forty-two month anniversary of the Closing Date | 4 |
Minimum interest coverage ratio, prior to the Closing Date | 3 |
Minimum interest coverage ratio, first fiscal quarter ending after the Closing Date through the eighteen-month anniversary of the Closing Date | 2.50 |
Minimum interest coverage ratio, eighteen-month anniversary of the Closing Date to the thirty-month anniversary of the Closing Date | 2.75 |
Minimum interest coverage ratio, thirty-month anniversary of Closing Date to the forty-two month anniversary of the Closing Date | 3 |
Minimum interest coverage ratio, after the forty-two month anniversary of the Closing Date | 3 |
Subsequent Event - 2024 Credi_6
Subsequent Event - 2024 Credit Agreement - Derivatives (Details) - Cash Flow Hedging - USD ($) $ in Thousands | Jun. 30, 2024 | Jul. 31, 2022 |
Interest Rate Swap | ||
Derivatives | ||
Derivative, notional amount | $ 300,000 | |
Interest Rate Swap, July 2022 | ||
Derivatives | ||
Derivative, notional amount | $ 300,000 | |
Derivative, fixed interest rate (as a percent) | 0.61% |