Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | ||
Mar. 31, 2014 | 13-May-14 | 13-May-14 | |
Class A common stock | Class B common stock | ||
Entity Registrant Name | 'PHIBRO ANIMAL HEALTH CORP | ' | ' |
Entity Central Index Key | '0001069899 | ' | ' |
Trading Symbol | 'pahc | ' | ' |
Current Fiscal Year End Date | '--06-30 | ' | ' |
Entity Filer Category | 'Non-accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 17,442,953 | 21,348,600 |
Document Type | '10-Q | ' | ' |
Document Period End Date | 31-Mar-14 | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q3 | ' | ' |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | ||||
Income Statement [Abstract] | ' | ' | ' | ' | ||||
Net sales | $173,267 | $162,685 | $508,237 | $488,950 | ||||
Cost of goods sold | 120,425 | 116,929 | 354,727 | 358,142 | ||||
Gross profit | 52,842 | 45,756 | 153,510 | 130,808 | ||||
Selling, general and administrative expenses | 35,520 | 31,295 | 102,773 | 88,982 | ||||
Operating income | 17,322 | 14,461 | 50,737 | 41,826 | ||||
Interest expense | 7,805 | 7,801 | 23,362 | 23,516 | ||||
Interest expense, shareholders | 1,005 | 1,100 | 3,014 | 3,247 | ||||
Interest (income) | -66 | -26 | -178 | -108 | ||||
Foreign currency (gains) losses, net | 275 | 838 | 2,088 | 1,132 | ||||
Other (income) expense, net | ' | 482 | ' | 528 | ||||
Income before income taxes | 8,303 | 4,266 | 22,451 | 13,511 | ||||
Provision (benefit) for income taxes | 1,933 | 86 | 7,936 | -5,401 | ||||
Net income | $6,370 | $4,180 | $14,515 | $18,912 | ||||
Net income per share - basic and diluted (in dollars per share) | $0.21 | [1] | $0.14 | [1] | $0.48 | [1] | $0.62 | [1] |
Weighted average number of shares: | ' | ' | ' | ' | ||||
basic (in shares) | 30,458 | [1] | 30,458 | [1] | 30,458 | [1] | 30,458 | [1] |
diluted (in shares) | 30,657 | [1] | 30,458 | [1] | 30,525 | [1] | 30,458 | [1] |
Dividends per share (in dollars per share) | $0.36 | [2] | ' | [2] | $0.36 | [2] | $0.04 | [2] |
Weighted average number of shares (in shares) | 68,910 | [2] | 68,910 | [2] | 68,910 | [2] | 68,910 | [2] |
[1] | after 0.442-for-1 split | |||||||
[2] | before 0.442-for-1 split |
CONSOLIDATED_STATEMENTS_OF_OPE1
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (Parentheticals) | 9 Months Ended |
Mar. 31, 2014 | |
Income Statement [Abstract] | ' |
Description of the stock split | ' |
0.442-for-1 split |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Net income | $6,370 | $4,180 | $14,515 | $18,912 |
Other comprehensive income (loss): | ' | ' | ' | ' |
Fair value of derivative instruments | 572 | 274 | 709 | 692 |
Foreign currency translation adjustment | 2,373 | 700 | -762 | 232 |
Unrecognized net pension gains (losses) | 249 | 435 | 678 | 1,054 |
Tax (provision) benefit on other comprehensive income (loss) | 221 | -287 | ' | -681 |
Other comprehensive income | 3,415 | 1,122 | 625 | 1,297 |
Comprehensive income | $9,785 | $5,302 | $15,140 | $20,209 |
CONSOLIDATED_BALANCE_SHEETS_un
CONSOLIDATED BALANCE SHEETS (unaudited) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Cash and cash equivalents | $10,979 | $27,369 |
Accounts receivable, net | 107,705 | 99,137 |
Inventories | 142,804 | 140,032 |
Prepaid expenses and other current assets | 31,159 | 29,848 |
Total current assets | 292,647 | 296,386 |
Property, plant and equipment, net | 107,211 | 104,422 |
Intangibles, net | 31,412 | 35,155 |
Other assets | 42,007 | 38,179 |
Total assets | 473,277 | 474,142 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ' | ' |
Current portion of long-term debt | 72 | 64 |
Accounts payable | 60,752 | 57,902 |
Accrued expenses and other current liabilities | 54,513 | 57,438 |
Total current liabilities | 115,337 | 115,404 |
Domestic senior credit facility | 42,500 | 34,000 |
Long-term debt | 297,933 | 297,666 |
Long-term debt, shareholders | 33,961 | 33,874 |
Other liabilities | 62,271 | 62,136 |
Total liabilities | 552,002 | 543,080 |
Commitments and contingencies (Note 10) | ' | ' |
Common stock, par value $0.0001, 200,000,000 shares authorized; 68,910,000 shares issued and outstanding | 7 | 7 |
Preferred stock, par value $1.00, 1,000,000 shares authorized; 0 shares issued and outstanding | ' | ' |
Paid-in capital | 18,021 | 42,948 |
Accumulated deficit | -79,606 | -94,121 |
Accumulated other comprehensive income (loss) | -17,147 | -17,772 |
Total stockholders' deficit | -78,725 | -68,938 |
Total liabilities and stockholders' deficit | $473,277 | $474,142 |
CONSOLIDATED_BALANCE_SHEETS_un1
CONSOLIDATED BALANCE SHEETS (unaudited) (Parentheticals) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 68,910,000 | 68,910,000 |
Common stock, shares outstanding | 68,910,000 | 68,910,000 |
Preferred stock, par value (in dollars per share) | $1 | $1 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
OPERATING ACTIVITIES | ' | ' |
Net income | $14,515 | $18,912 |
Adjustments to reconcile net income to net cash provided (used) by operating activities: | ' | ' |
Depreciation and amortization | 15,615 | 14,277 |
Amortization of deferred financing costs | 798 | 1,066 |
Amortization of imputed interest and debt discount | 384 | 336 |
Deferred income taxes | 661 | -8,870 |
Foreign currency (gains) losses, net | 1,550 | 518 |
Other | -374 | -1,280 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -8,769 | 3,179 |
Inventories | -3,802 | -20,360 |
Prepaid expenses and other current assets | -1,168 | -4,633 |
Other assets | -1,420 | -535 |
Accounts payable | 2,752 | -5,506 |
Accrued expenses and other liabilities | -4,112 | -5,549 |
Net cash provided (used) by operating activities | 16,630 | -8,445 |
INVESTING ACTIVITIES | ' | ' |
Capital expenditures | -14,248 | -14,203 |
Business acquisition | ' | -18,692 |
Sales of assets | 110 | 1,116 |
Net cash provided (used) by investing activities | -14,138 | -31,779 |
FINANCING ACTIVITIES | ' | ' |
Borrowings under the domestic senior credit facility | 145,000 | 60,000 |
Repayments of the domestic senior credit facility | -136,500 | -37,000 |
Payments of long-term debt, capital leases and other | -2,040 | -5,174 |
Dividend paid to common shareholders | -25,000 | -3,000 |
Net cash provided (used) by financing activities | -18,540 | 14,826 |
Effect of exchange rate changes on cash | -342 | -228 |
Net increase (decrease) in cash and cash equivalents | -16,390 | -25,626 |
Cash and cash equivalents at beginning of period | 27,369 | 53,900 |
Cash and cash equivalents at end of period | 10,979 | 28,274 |
Supplemental cash flow information | ' | ' |
Interest paid | 32,088 | 32,295 |
Income taxes paid, net | 4,923 | 6,168 |
Non-cash investing and financing activities | ' | ' |
Capital improvements | 1,315 | ' |
Business acquisition | ' | 4,550 |
Capital lease additions | $29 | $103 |
CONSOLIDATED_STATEMENT_OF_CHAN
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (unaudited) (USD $) | Common Stock | Preferred Stock | Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total |
In Thousands, unless otherwise specified | ||||||
Balance at Jun. 30, 2013 | $7 | ' | $42,948 | ($94,121) | ($17,772) | ($68,938) |
Comprehensive income: | ' | ' | ' | ' | ' | ' |
Net income | ' | ' | ' | 14,515 | ' | 14,515 |
Other comprehensive income (loss): | ' | ' | ' | ' | ' | ' |
Fair value of derivative instruments | ' | ' | ' | ' | 709 | 709 |
Foreign currency translation adjustment | ' | ' | ' | ' | -762 | -762 |
Unrecognized net pension gains (losses) | ' | ' | ' | ' | 678 | 678 |
Comprehensive income | ' | ' | ' | ' | ' | 15,140 |
Dividends paid to common stockholders | ' | ' | -25,000 | ' | ' | -25,000 |
Compensation expense related to share-based compensation plans | ' | ' | 73 | ' | ' | 73 |
Balance at Mar. 31, 2014 | $7 | ' | $18,021 | ($79,606) | ($17,147) | ($78,725) |
General
General | 9 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
General | ' |
1. General | |
Phibro Animal Health Corporation (“PAHC” or “Phibro”) and its subsidiaries (together, the “Company”) is a diversified global developer, manufacturer and marketer of a broad range of animal health and nutrition products to the poultry, swine, cattle, dairy, aquaculture and ethanol markets. The Company is also a manufacturer and marketer of performance products for use in the personal care, automotive, industrial chemical and chemical catalyst industries. Unless otherwise indicated or the context requires otherwise, references in this report to “we,” “our,” “us,” “the Company” and similar expressions refer to PAHC and its subsidiaries. | |
The unaudited consolidated financial information for the three and nine months ended March 31, 2014 and 2013 is presented on the same basis as the financial statements included in the Company’s registration statement on Form S-1, as amended (File No. 333-194467), which was declared effective on April 10, 2014 (the “Registration Statement”). In the opinion of management, these financial statements include all adjustments necessary for a fair statement of financial position, results of operations and cash flows for the interim periods, and the adjustments are of a normal and recurring nature. The financial results for any interim period are not necessarily indicative of the results for the full year. The consolidated balance sheet information as of June 30, 2013 was derived from the audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. The unaudited consolidated financial information should be read in conjunction with the consolidated financial statements and notes thereto included in the Registration Statement. | |
The consolidated financial statements include the accounts of PAHC and all majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements. | |
Certain reclassifications have been made to prior year amounts to conform to current year presentation. | |
Use of Estimates | |
Preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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. Significant estimates include reserves for bad debts, inventory obsolescence, depreciation and amortization periods of long-lived and intangible assets, recoverability of long-lived and intangible assets and goodwill, realizability of deferred income tax and value-added tax assets, legal and environmental matters 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. |
Summary_of_New_Accounting_Stan
Summary of New Accounting Standards and Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2014 | |
Summary Of New Accounting Standards [Abstract] | ' |
Summary of New Accounting Standards and Significant Accounting Policies | ' |
2. Summary of New Accounting Standards and Significant Accounting Policies | |
The Company has elected to adopt new accounting standards within the specified effective date established for public companies, where applicable, as opposed to a deferred effective date allowed for emerging growth companies. | |
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The guidance clarifies when it is appropriate for an unrecognized tax benefit, or portion of an unrecognized tax benefit, to be presented in the financial statements as a reduction to a deferred tax asset. ASU 2013-11 is effective for interim and annual periods beginning after December 15, 2013. Early adoption is permitted. The guidance should be applied prospectively to all unrecognized tax benefits that exist at the effective date; however, retrospective application is also permitted. The Company has elected to early adopt the provisions of this pronouncement, and it did not have a material impact on our consolidated financial statements. | |
In April 2014, the FASB issued ASU 2014-08, Presentation of Financials (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for reporting a discontinued operation while enhancing disclosures in this area. Under the new guidance, a disposal of a component of an entity or group of components of an entity that represents a strategic shift that has, or will have, a major effect on operations and financial results is a discontinued operation when any of the following occurs: (i) it meets the criteria to be classified as held for sale, (ii) it is disposed of by sale, or (iii) it is disposed of other than by sale. Also, a business that, on acquisition, meets the criteria to be classified as held for sale is reported in discontinued operations. Additionally, the new guidance requires expanded disclosures about discontinued operations, as well as disclosure of the pre-tax profit or loss attributable to a disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation. The guidance is effective prospectively for all disposals (or classifications as held for sale) of components of an entity and all businesses that, on acquisition, are classified as held for sale, that occur within annual periods beginning on or after December 15, 2014 and interim periods within those years. As this guidance relates to presentation and disclosure, the adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations. | |
Our significant accounting policies are described in the notes to the consolidated financial statements included in the Registration Statement. As of March 31, 2014, there have been no material changes to any of the significant accounting policies contained therein. |
Subsequent_Event
Subsequent Event | 9 Months Ended | ||||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ' | ||||||||||||||||||||||||||||||
Subsequent Event | ' | ||||||||||||||||||||||||||||||
3 | |||||||||||||||||||||||||||||||
Subsequent Event | |||||||||||||||||||||||||||||||
Initial Public Offering | |||||||||||||||||||||||||||||||
On April 16, 2014, we completed our initial public offering (“IPO”) of 8,333,333 shares of Class A common stock at a price to the public of $15.00 per share. The proceeds to us from this offering were approximately $114,229, after deducting underwriting discounts of approximately $8,438 and offering expenses payable by us of approximately $2,333 (after giving effect to the reimbursement of certain expenses by the underwriters). | |||||||||||||||||||||||||||||||
Immediately following the consummation of the IPO, there were 38,791,553 total shares outstanding, consisting of 17,442,953 outstanding shares of Class A common stock and 21,348,600 outstanding shares of Class B common stock, after giving effect to the 0.442-for-1 stock split and reclassification of our common stock which took place immediately prior to the completion of the IPO. The shares of Class B common stock have economic rights identical to the shares of Class A common stock and entitle the holders to 10 votes per share on all matters to be voted on by stockholders generally. | |||||||||||||||||||||||||||||||
Issuance of 2014 Revolving Credit Facility and Term B Loan | |||||||||||||||||||||||||||||||
On April 16, 2014, Phibro, together with certain of its subsidiaries acting as guarantors, entered into a Credit Agreement (the “Credit Agreement”) with Bank of America, N.A. (“Bank of America”), as Administrative Agent, Collateral Agent and L/C Issuer and each lender from time to time party thereto (the “Lenders”). Under the Credit Agreement, the Lenders agreed to extend credit to the Company in the form of (i) Term B loan in an aggregate principal amount equal to $290,000 (the “Term B Loan”) and (ii) revolving credit facility in an aggregate principal amount of $100,000 (the “Revolving Credit Facility,” and together with the Term B Loan, the “Credit Facilities”). The Revolving Credit Facility contains a letter of credit facility. | |||||||||||||||||||||||||||||||
Borrowings under the Revolving Credit Facility 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 for applicable periods specified in the Credit Facilities (the “First Lien Net Leverage Ratio”). The interest rate per annum applicable to the loans under the Credit Facilities will be based on a fluctuating rate of interest equal to the sum of an applicable rate and, at the Company’s election from time to time, either (1) a base rate determined by reference to the highest of (a) the rate as publicly announced from time to time by Bank of America as its “prime rate,” (b) the federal funds effective rate plus 0.50% and (c) one-month LIBOR plus 1.00%, or (2) a Eurocurrency rate determined by reference to LIBOR with a term as selected by the Company, of one day or one, two, three or six months (or twelve months or any shorter amount of time if consented to by all of the lenders under the applicable loan). The Revolving Credit Facility has applicable rates equal to 1.75%, in the case of base rate loans, and 2.75%, in the case of LIBOR loans, and the Term B Loan has applicable margins equal to 2.00%, in the case of base rate loans, and 3.00%, in the case of LIBOR loans. Interest on the Term B Loan will be subject to a floor of 1.00% in the case of LIBOR loans. | |||||||||||||||||||||||||||||||
The maturity dates of the Revolving Credit Facility and the Term B Loan are April 15, 2019 and April 15, 2021, respectively. We issued the Term B Loan at 99.75% of par value, with proceeds of $284,740, after deducting $5,260 of original issue discount and costs related to the issuance of these facilities. | |||||||||||||||||||||||||||||||
Retirement of 9.25% Senior Notes, Mayflower Term Loan, BFI Term Loan and Domestic Senior Credit Facility | |||||||||||||||||||||||||||||||
On April 16, 2014, we retired $24,000 of term loan payable to Mayflower due December 31, 2016, $10,000 of term loan payable to BFI due August 1, 2014 and outstanding borrowings under our domestic senior credit facility. | |||||||||||||||||||||||||||||||
On April 16, 2014, we called for redemption on May 16, 2014 of $300,000 of 9.25% senior notes due July 1, 2018 (the “Senior Notes”), and deposited the necessary funds with the trustee for payment of the principal, accrued interest and redemption premium. | |||||||||||||||||||||||||||||||
Effect of the Transaction | |||||||||||||||||||||||||||||||
As a result of the retirement of our prior indebtedness, our consolidated statement of operations for the quarter and year ended June 30, 2014 will include a loss on extinguishment of debt as follows: | |||||||||||||||||||||||||||||||
| Redemption premium | | | | $ | 17,184 | | | |||||||||||||||||||||||
| Write-off of original issue discount related to retired Senior Notes and BFI | | | | | 2,123 | | | |||||||||||||||||||||||
| Write-off of capitalized debt issuance costs related to retired Senior Notes, Mayflower term loan, BFI term loan and cancelled domestic senior credit facility and other items | | | | | 4,391 | | | |||||||||||||||||||||||
| Loss on extinguishment of debt | | | | $ | 23,698 | | | |||||||||||||||||||||||
| | | | | |||||||||||||||||||||||||||
Net Income per Share and Weighted Average Shares | |||||||||||||||||||||||||||||||
For purposes of calculating net income per share, we have adjusted the weighted average number of shares for the 0.442-for-1 stock split. For purposes of calculating diluted net income per share, we have assumed a market value of $15.00 per share. | |||||||||||||||||||||||||||||||
| | | | Three Months | | | Nine Months | | |||||||||||||||||||||||
| For the Periods Ended March 31 | | | 2014 | | | 2013 | | | 2014 | | | 2013 | | |||||||||||||||||
| Net income | | | | $ | 6,370 | | | | | $ | 4,180 | | | | | $ | 14,515 | | | | | $ | 18,912 | | | |||||
| Weighted average number of shares – basic | | | | | 30,458 | | | | | | 30,458 | | | | | | 30,458 | | | | | | 30,458 | | | |||||
| Dilutive effect of stock options | | | | | 158 | | | | | | — | | | | | | 53 | | | | | | — | | | |||||
| Dilutive effect of BFI warrant | | | | | 41 | | | | | | — | | | | | | 14 | | | | | | — | | | |||||
| Weighted average number of shares – diluted | | | | | 30,657 | | | | | | 30,458 | | | | | | 30,525 | | | | | | 30,458 | | | |||||
| Net income per share: | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| basic | | | | $ | 0.21 | | | | | $ | 0.14 | | | | | $ | 0.48 | | | | | $ | 0.62 | | | |||||
| diluted | | | | $ | 0.21 | | | | | $ | 0.14 | | | | | $ | 0.48 | | | | | $ | 0.62 | | | |||||
| | | | | | | | | | | | | | | |||||||||||||||||
For the three and nine month periods ended March 31, 2014, there were no shares excluded from the calculation of diluted net income per share. For the three and nine month periods ended March 31, 2013, the stock options and warrants to purchase 2,519 shares of common stock had an exercise price greater than the market price and were excluded from the calculation of diluted net income per share because the effect from the assumed exercise of these options and warrants calculated under the treasury stock method would be anti-dilutive. |
Revision_to_Prior_Period_Conso
Revision to Prior Period Consolidated Financial Statements | 9 Months Ended |
Mar. 31, 2014 | |
Accounting Changes and Error Corrections [Abstract] | ' |
Revision to Prior Period Consolidated Financial Statements | ' |
4. Revision to Prior Period Consolidated Financial Statements | |
We previously identified errors that should have been recorded in prior period consolidated financial statements. The errors included differences in reconciliations, differences in accruals, reserves and cut-off estimates, income tax provision calculations and various other items. We assessed the materiality of the items and concluded the items were not material individually or in the aggregate to prior annual or interim periods presented in our interim consolidated financial statements. However, we have elected to revise in this report the prior period comparative amounts. | |
During the quarter ended December 31, 2013, we identified and corrected errors that originated in prior periods. The error corrections increased income before income taxes by $358 in the current year. We have assessed the effects of the corrections and have concluded the items were not material, either individually or in aggregate, to our current year results of operations or any other prior period consolidated financial statements. |
Statements_of_OperationsAdditi
Statements of Operations-Additional Information | 9 Months Ended | ||||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||||
Supplemental Income Statement Elements [Abstract] | ' | ||||||||||||||||||||||||||||||
Statements of Operations-Additional Information | ' | ||||||||||||||||||||||||||||||
5. Statements of Operations—Additional Information | |||||||||||||||||||||||||||||||
| | | | Three Months | | | Nine Months | | |||||||||||||||||||||||
| For the Periods Ended March 31 | | | 2014 | | | 2013 | | | 2014 | | | 2013 | | |||||||||||||||||
| Depreciation and amortization | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| Depreciation of property, plant and equipment | | | | $ | 3,920 | | | | | $ | 3,780 | | | | | $ | 11,878 | | | | | $ | 11,280 | | | |||||
| Amortization of intangible assets | | | | | 1,202 | | | | | | 1,179 | | | | | | 3,737 | | | | | | 2,997 | | | |||||
| | | | | $ | 5,122 | | | | | $ | 4,959 | | | | | $ | 15,615 | | | | | $ | 14,277 | | | |||||
| | | | | | | | | | | | | | |
Balance_SheetsAdditional_Infor
Balance Sheets-Additional Information | 9 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Balance Sheets Additional Information [Abstract] | ' | ||||||||||||||||
Balance Sheets-Additional Information | ' | ||||||||||||||||
6. Balance Sheets—Additional Information | |||||||||||||||||
| As of | | | March 31, | | | June 30, | | |||||||||
2014 | 2013 | ||||||||||||||||
| Inventories | | | | | | | | | | | | | | |||
| Raw materials | | | | $ | 36,337 | | | | | $ | 35,702 | | | |||
| Work-in-process | | | | | 7,605 | | | | | | 7,541 | | | |||
| Finished goods | | | | | 98,862 | | | | | | 96,789 | | | |||
| | | | | $ | 142,804 | | | | | $ | 140,032 | | | |||
| Goodwill roll-forward | | | | | | | | | | | | | | |||
| Balance at beginning of period | | | | $ | 12,613 | | | | | $ | 1,717 | | | |||
| OGR acquisition | | | | | — | | | | | | 10,896 | | | |||
| Balance at end of period | | | | $ | 12,613 | | | | | $ | 12,613 | | | |||
| Accrued expenses and other current liabilities | | | | | | | | | | | | | | |||
| Employee related | | | | $ | 21,590 | | | | | $ | 17,823 | | | |||
| Interest | | | | | 6,937 | | | | | | 13,875 | | | |||
| Commissions and rebates | | | | | 3,060 | | | | | | 3,196 | | | |||
| Insurance related | | | | | 1,477 | | | | | | 1,286 | | | |||
| Professional fees | | | | | 3,670 | | | | | | 4,064 | | | |||
| Other accrued liabilities | | | | | 17,779 | | | | | | 17,194 | | | |||
| | | | | $ | 54,513 | | | | | $ | 57,438 | | | |||
| Accumulated other comprehensive income (loss) | | | | | | | | | | | | | | |||
| Derivative instruments | | | | $ | 70 | | | | | $ | (639 | ) | | | ||
| Currency translation adjustment | | | | | (3,281 | ) | | | | | | (2,519 | ) | | | |
| Unrecognized net pension gains (losses) | | | | | (11,562 | ) | | | | | | (12,240 | ) | | | |
| Tax (provision) benefit on other comprehensive income (loss) | | | | | (2,374 | ) | | | | | | (2,374 | ) | | | |
| | | | | $ | (17,147 | ) | | | | | $ | (17,772 | ) |
Acquisition
Acquisition | 9 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Business Combinations [Abstract] | ' | |||||||||
Acquisition | ' | |||||||||
7. Acquisition | ||||||||||
On December 20, 2012, Prince Agri Products, Inc. (“Prince Agri”), a subsidiary of Phibro, acquired 100% of the membership interests of OmniGen Research, LLC (“OGR”). This transaction gives the Company all rights to OmniGen-AF® patents and related intellectual property and ownership of certain property, plant and equipment. OmniGen-AF® is a proprietary nutritional specialty product that helps maintain a dairy cow’s healthy immune system. Prior to the transaction, Prince Agri had been the exclusive manufacturer and marketer of OmniGen-AF® for 9 years, under a licensing arrangement with OGR. | ||||||||||
OGR’s only revenues were the royalties paid by Prince Agri. The unaudited pro forma consolidated results of operations, as if such acquisition had occurred at the beginning of the nine month period ended March 31, 2013 are shown below. Pro forma adjustments included the elimination of royalty expense previously included in cost of sales and the addition of operating expenses related to the acquired research and development activities. | ||||||||||
| For the Period Ended March 31, 2013 | | | Nine Months | | |||||
| Net sales | | | | $ | 488,950 | | | ||
| Operating income | | | | | 42,949 | | | ||
| Net income | | | | | 20,010 | | | ||
| Net income per share – basic and diluted | | | | | 0.66 | | | ||
| Depreciation and amortization | | | | | 15,131 | |
Debt
Debt | 9 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Debt | ' | ||||||||||||||||
8. Debt | |||||||||||||||||
In April 2014, we repaid the domestic senior credit facility and all long term debt, except for capital lease obligations, as described in Subsequent Event. | |||||||||||||||||
Domestic Senior Credit Facility | |||||||||||||||||
As of March 31, 2014, we had outstanding borrowings of $42,500 and outstanding letters of credit and other commitments of $17,128, leaving $40,372 available for borrowings and letters of credit under the domestic senior credit facility. Interest rate elections under the domestic senior credit facility were dependent on the senior secured funded debt to EBITDA ratio. For a ratio that is less than 1.25:1, the interest rates were LIBOR plus 2.50% or Prime Rate plus 1.50%. For a ratio that is greater than or equal to 1.25:1, the interest rates were LIBOR plus 2.75% or Prime Rate plus 1.75%. The applicable rates of interest on the outstanding borrowings were 2.65% and 2.69% at March 31, 2014 and June 30, 2013, respectively. | |||||||||||||||||
The domestic senior credit facility required, among other things, the maintenance of a minimum level of consolidated Adjusted EBITDA, a minimum fixed charge coverage ratio and a maximum senior secured leverage ratio, each calculated on a trailing four quarter basis, and contained an acceleration clause should an event of default (as defined in the agreement) occur. The required minimum level of consolidated Adjusted EBITDA was $58,000; $65,000; $66,000; $75,000; and $78,000 for measurement periods ending on or after September 30, 2013, 2014, 2015, 2016 and 2017, respectively. As of March 31, 2014, we were in compliance with the financial covenants of the domestic senior credit facility. | |||||||||||||||||
Long-Term Debt | |||||||||||||||||
| As of | | | March 31, | | | June 30, | | |||||||||
2014 | 2013 | ||||||||||||||||
| 9.25% senior notes due July 1, 2018 | | | | $ | 300,000 | | | | | $ | 300,000 | | | |||
| Term loan payable to Mayflower due December 31, 2016 | | | | | 24,000 | | | | | | 24,000 | | | |||
| Term loan payable to BFI due August 1, 2014 | | | | | 10,000 | | | | | | 10,000 | | | |||
| Capitalized lease obligations | | | | | 110 | | | | | | 132 | | | |||
| | | | | | 334,110 | | | | | | 334,132 | | | |||
| Unamortized imputed interest and debt discount | | | | | (2,144 | ) | | | | | | (2,528 | ) | | | |
| | | | | | 331,966 | | | | | | 331,604 | | | |||
| Less: current maturities | | | | | (72 | ) | | | | | | (64 | ) | | | |
| | | | | $ | 331,894 | | | | | $ | 331,540 | | | |||
| | | | | | | | |
Employee_Benefit_Plans
Employee Benefit Plans | 9 Months Ended | ||||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||
Employee Benefit Plans | ' | ||||||||||||||||||||||||||||||
9. Employee Benefit Plans | |||||||||||||||||||||||||||||||
The Company maintains a noncontributory defined benefit pension plan for all domestic nonunion employees who were employed on or prior to December 31, 2013 and who meet certain requirements of age, length of service and hours worked per year. | |||||||||||||||||||||||||||||||
Net periodic pension expense was: | |||||||||||||||||||||||||||||||
| | | | Three Months | | | Nine Months | | |||||||||||||||||||||||
| For the Periods Ended March 31 | | | 2014 | | | 2013 | | | 2014 | | | 2013 | | |||||||||||||||||
| Service cost – benefits earned during the period | | | | $ | 535 | | | | | $ | 768 | | | | | $ | 1,843 | | | | | $ | 2,046 | | | |||||
| Interest cost on benefit obligation | | | | | 532 | | | | | | 537 | | | | | | 1,750 | | | | | | 1,543 | | | |||||
| Expected return on plan assets | | | | | (476 | ) | | | | | | (500 | ) | | | | | | (1,751 | ) | | | | | | (1,602 | ) | | | |
| Amortization of net actuarial (gain) loss and prior service costs | | | | | 249 | | | | | | 436 | | | | | | 678 | | | | | | 1,054 | | | |||||
| Net periodic pension expense | | | | $ | 840 | | | | | $ | 1,241 | | | | | $ | 2,520 | | | | | $ | 3,041 | |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
10. 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 generally 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 time 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 impact 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 upon our experience to date, 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. | |
C.P. Chemicals, Inc. (“CP”), a subsidiary of PAHC, PAHC and other defendants have reached a phased settlement with Chevron U.S.A. Inc. (“Chevron”), and a Settlement Agreement and Consent Order (the “Consent Order”) has been filed and entered by the United States District Court for the District of New Jersey (the “Court”), resolving a 1997 complaint filed by Chevron. The complaint alleged that the operations of CP at its Sewaren, New Jersey plant affected adjoining property owned by Chevron and that PAHC, the parent of CP, was also responsible to Chevron. Pursuant to the Consent Order, CP, PAHC and co-defendant Legacy Vulcan Corp. (“Vulcan”), through an entity known as North Field Extension, LLC (“NFE”), have acquired a portion of the Chevron property, and NFE will proceed with any required investigation and remediation of the acquired property and has also assumed responsibility for certain types of environmental conditions (if they exist) on the portion of the property retained by Chevron. CP/PAHC and Vulcan will each be responsible for 50% of the investigation and remediation costs, which are to be paid by CP/PAHC directly or through NFE. Another defendant has also made a contribution toward the remediation costs to be incurred by NFE in the amount of $175. Chevron retained responsibility for further investigation and remediation of certain identified environmental conditions on the portion of the property retained by it, as well as in one area of the property acquired by NFE. We believe that insurance recoveries will be available to offset some of those costs. | |
The EPA is investigating and planning for the remediation of offsite 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 operated by our subsidiary Phibro-Tech, Inc. The EPA has named Phibro-Tech and certain other subsidiaries of PAHC as potentially responsible parties (“PRPs”) 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 September 2012, the EPA notified approximately 140 PRPs, including Phibro-Tech and the other subsidiaries, that they have been identified as potentially responsible for remedial action for the groundwater plume affected by the Omega Chemical Site and for EPA oversight and response costs. Phibro-Tech contends that groundwater contamination at its site is due to historical operations that pre-date Phibro-Tech and/or contaminated groundwater that has migrated from upgradient properties. In addition, a successor to a prior owner of the Phibro-Tech site has asserted that PAHC and Phibro-Tech are obligated to provide indemnification for its potential liability and defense costs relating to the groundwater plume affected by the Omega Chemical Site. Phibro-Tech has vigorously contested this position and has asserted that the successor to the prior owner is required to indemnify Phibro-Tech for its potential liability and defense costs. Furthermore, a nearby property owner has filed a complaint in the Superior Court of the State of California against many of the PRPs associated with the groundwater plume affected by the Omega Chemical Site for alleged contamination of groundwater underneath its property. Due to the ongoing nature of the EPA’s investigation and Phibro-Tech’s dispute with the prior owner’s successor, at this time we cannot predict with any degree of certainty what, if any, liability Phibro-Tech or the other subsidiaries may ultimately have for investigation, remediation and the EPA oversight and response costs associated with the affected groundwater plume. | |
Based upon information available, to the extent such costs can be estimated with reasonable certainty, we estimated the cost for complying with the NFE Consent Order and 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 $7,265 and $8,292 at March 31, 2014 and June 30, 2013, 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 is 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 | |
Certain customers have claimed damages to their poultry resulting from the use of one of our animal health products. We believe we are entitled to coverage for the claimed damages under our insurance policies, above any applicable self-insured retention or deductible. Our insurance carrier thus far has refused to cover the damages claimed and has denied coverage. We have taken actions to enforce our rights under the policies and believe we are likely to prevail. We have accrued a $5,600 liability for the claims presented by our customers and have recorded a $5,350 asset for recovery under these insurance policies. Our judgment that we will be successful in obtaining coverage under our insurance policies for the customers’ claims is based on the policy language and relevant case law precedents. | |
PAHC and its subsidiaries are party to a number of 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. |
Income_Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
11. Income Taxes | |
The tax provision is comprised primarily of income taxes relating to profitable foreign jurisdictions and certain withholding taxes, and the Company continues to maintain a full valuation allowance against its net domestic deferred taxes. The tax provision for the three and nine month periods ended March 31, 2014 included benefits of $1,593 and $2,891, respectively, from the recognition of certain previously unrecognized tax benefits. The tax benefit for the nine month period ended March 31, 2013 included a benefit of $8,734, resulting from a reversal of a portion of our previously established deferred tax valuation allowance. The reversal was required to offset deferred tax liabilities established as part of the acquisition of OGR and its intangible assets, and changes in other comprehensive income. | |
Historically, the Company intended to indefinitely reinvest foreign earnings outside of the United States. During fiscal 2014 the Company reviewed the ongoing cash needs of its foreign subsidiaries and determined that $25,000 was not needed for reinvestment in our Israel subsidiaries and could be remitted to the United States. Based on this review, the indefinite reinvestment assertion was changed solely with respect to these earnings, and $3,161 of foreign withholding taxes were recorded. The $25,000 was remitted to the parent company in the form of a dividend in the third quarter. All remaining undistributed earnings of foreign subsidiaries are expected to be permanently reinvested as they are required to fund needs outside the United States. Provision has not been made for U.S. or additional foreign taxes on the undistributed earnings of foreign subsidiaries, which continue to be permanently reinvested. It is not practicable at this time to determine the amount of income tax liability that would result should such earnings be repatriated. | |
Our Israel subsidiaries have been under examination for fiscal years 2009 through 2012. In April 2014, certain of these subsidiaries reached a settlement to pay additional income taxes totaling approximately $2,900. We expect the remaining open examinations to conclude within the next twelve months, the impact of which is not expected to be significant to our consolidated financial statements. As a result of the settlement, we expect our consolidated statement of operations for the quarter and year ended June 30, 2014 will include approximately $600 of certain previously unrecognized tax benefits. |
Derivatives
Derivatives | 9 Months Ended | ||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||||||||
Derivatives | ' | ||||||||||||||||||||||
12. Derivatives | |||||||||||||||||||||||
The fair value of these derivative instruments is determined based upon pricing models using observable market inputs for these types of financial instruments (level 2 inputs per ASC 820). | |||||||||||||||||||||||
At March 31, 2014, significant outstanding derivatives employed to manage market risk and designated as cash flow hedges were as follows: | |||||||||||||||||||||||
| Instrument | | | Hedge | | | Notional | | | Fair value as of | | ||||||||||||
Amount at | |||||||||||||||||||||||
March 31, | |||||||||||||||||||||||
2014 | | March 31, | | | June 30, | | |||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||
| Options | | | Brazilian Real calls | | | R$96,000 | | | | $ | 334 | | | | | $ | 365 | | | |||
| Options | | | Brazilian Real puts | | | (R$96,000) | | | | $ | (264 | ) | | | | | $ | (1,004 | ) | | | |
| | | | | | | | | | | | ||||||||||||
The unrecognized gains (losses) at March 31, 2014 are unrealized and will fluctuate depending on future exchange rates until the underlying contracts mature. Of the $70 of unrecognized gains (losses) on derivative instruments included in accumulated other comprehensive income (loss) at March 31, 2014, the Company anticipates approximately $6 of the current fair value would be recorded in earnings within the next twelve months. The Company recognizes gains (losses) on derivative instruments as a component of cost of goods sold when the hedged item is sold. The Company hedges forecasted transactions for periods not exceeding the next twenty-four months. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
13. Fair Value Measurements | |||||||||||||||||
In assessing the fair value of financial instruments at March 31, 2014, the Company has used a variety of methods and assumptions which were based on estimates of market conditions and risks existing at the time. | |||||||||||||||||
Current Assets and Liabilities | |||||||||||||||||
The carrying amounts of cash and cash equivalents, trade receivables, trade payables and short-term debt are considered to be representative of their fair value because of the current nature of these investments. | |||||||||||||||||
Long Term Debt | |||||||||||||||||
The fair values of the Senior Notes are estimated based on quoted broker prices (level 2 inputs per ASC 820) and the fair values of the term loans are estimated based on quoted yields for the Senior Notes which are similar in structure, maturity and interest rate (level 2 inputs per ASC 820). | |||||||||||||||||
| As of | | | March 31, | | | June 30, | | |||||||||
2014 | 2013 | ||||||||||||||||
| Carrying values | | | | | | | | | | | | | | |||
| 9.25% senior notes due July 1, 2018 | | | | $ | 300,000 | | | | | $ | 300,000 | | | |||
| Less unamortized original issue discount | | | | | (2,105 | ) | | | | | | (2,402 | ) | | | |
| | | | | | 297,895 | | | | | | 297,598 | | | |||
| | | | | | | | | | | | | | | |||
| Term loan payable to Mayflower due December 31, 2016 | | | | | 24,000 | | | | | | 24,000 | | | |||
| Term loan payable to BFI due August 1, 2014 | | | | | 10,000 | | | | | | 10,000 | | | |||
| Less unamortized discount | | | | | (39 | ) | | | | | | (126 | ) | | | |
| | | | | | 9,961 | | | | | | 9,874 | | | |||
| Fair values | | | | | | | | | | | | | | |||
| 9.25% senior notes due July 1, 2018 | | | | $ | 318,000 | | | | | $ | 322,500 | | | |||
| Term loan payable to Mayflower due December 31, 2016 | | | | | 27,701 | | | | | | 26,968 | | | |||
| Term loan payable to BFI due August 1, 2014 | | | | | 10,293 | | | | | | 10,644 | |
Business_Segments
Business Segments | 9 Months Ended | ||||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||||||||||||
Business Segments | ' | ||||||||||||||||||||||||||||||
14 | |||||||||||||||||||||||||||||||
Business Segments | |||||||||||||||||||||||||||||||
The Animal Health segment manufactures and markets products for the poultry, swine, cattle, dairy, aquaculture and ethanol markets. The business includes net sales of medicated feed additives and other related products, nutritional specialty products and vaccines. The Mineral Nutrition segment manufactures and markets trace minerals for the cattle, swine, poultry and pet food markets. The Performance Products segment manufactures and markets a variety of products for use in the personal care, automotive, industrial chemical and chemical catalyst industries. | |||||||||||||||||||||||||||||||
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 these segments. We do not allocate such items to the principal segments because they are not used to evaluate their operating results or financial position. Corporate costs include the departmental operating costs of the Board of Directors, the Chairman and President, the Chief Executive Officer, the Chief Financial Officer, the General Counsel, the Senior Vice President of Human Resources, the Chief Information Officer and the Business Development function. Costs include the executives and their staffs and include compensation and benefits, outside services, professional fees and office space. Assets include certain cash and cash equivalents, debt issue costs and certain other assets. | |||||||||||||||||||||||||||||||
We evaluate performance of our segments based on Adjusted EBITDA. We define Adjusted EBITDA as EBITDA plus (a) (income) loss from, and disposal of, discontinued operations, (b) other expense or less other income, as separately reported on our consolidated statements of operations, including foreign currency gains and losses and loss on extinguishment of debt, and (c) certain items that we consider to be unusual or non-recurring. We define EBITDA as net income plus (i) interest expense, net, (ii) provision for income taxes or less benefit for income taxes, and (iii) depreciation and amortization. | |||||||||||||||||||||||||||||||
The accounting policies of our segments are the same as those described in the summary of significant accounting policies included in the Registration Statement. | |||||||||||||||||||||||||||||||
| | | | Three Months | | | Nine Months | | |||||||||||||||||||||||
| For the Periods Ended March 31 | | | 2014 | | | 2013 | | | 2014 | | | 2013 | | |||||||||||||||||
| Net sales | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| Animal Health | | | | $ | 107,808 | | | | | $ | 93,883 | | | | | $ | 316,945 | | | | | $ | 284,247 | | | |||||
| Mineral Nutrition | | | | | 49,901 | | | | | | 51,757 | | | | | | 146,720 | | | | | | 154,441 | | | |||||
| Performance Products | | | | | 15,558 | | | | | | 17,045 | | | | | | 44,572 | | | | | | 50,262 | | | |||||
| | | | | $ | 173,267 | | | | | $ | 162,685 | | | | | $ | 508,237 | | | | | $ | 488,950 | | | |||||
| Adjusted EBITDA | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| Animal Health | | | | $ | 25,505 | | | | | $ | 20,334 | | | | | $ | 74,134 | | | | | $ | 59,953 | | | |||||
| Mineral Nutrition | | | | | 2,807 | | | | | | 3,439 | | | | | | 8,145 | | | | | | 9,304 | | | |||||
| Performance Products | | | | | 906 | | | | | | 1,577 | | | | | | 3,105 | | | | | | 4,548 | | | |||||
| Corporate | | | | | (6,774 | ) | | | | | | (5,930 | ) | | | | | | (19,032 | ) | | | | | | (17,702 | ) | | | |
| | | | | $ | 22,444 | | | | | $ | 19,420 | | | | | $ | 66,352 | | | | | $ | 56,103 | | | |||||
| Adjusted EBITDA to income before income taxes | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| Adjusted EBITDA | | | | $ | 22,444 | | | | | $ | 19,420 | | | | | $ | 66,352 | | | | | $ | 56,103 | | | |||||
| Depreciation and amortization | | | | | (5,122 | ) | | | | | | (4,959 | ) | | | | | | (15,615 | ) | | | | | | (14,277 | ) | | | |
| Interest expense, net | | | | | (8,744 | ) | | | | | | (8,875 | ) | | | | | | (26,198 | ) | | | | | | (26,655 | ) | | | |
| Foreign currency (gains) losses, net | | | | | (275 | ) | | | | | | (838 | ) | | | | | | (2,088 | ) | | | | | | (1,132 | ) | | | |
| Other (income) expense, net | | | | | — | | | | | | (482 | ) | | | | | | — | | | | | | (528 | ) | | | |||
| Income before income taxes | | | | $ | 8,303 | | | | | $ | 4,266 | | | | | $ | 22,451 | | | | | $ | 13,511 | | | |||||
| | | | | | | | | | | | | | | |||||||||||||||||
| As of | | | March 31, | | | June 30, | | |||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||
| Identifiable assets | | | | | | | | | | | | | | | ||||||||||||||||
| Animal Health | | | | $ | 357,104 | | | | | $ | 354,422 | | | |||||||||||||||||
| Mineral Nutrition | | | | | 58,910 | | | | | | 62,933 | | | |||||||||||||||||
| Performance Products | | | | | 23,500 | | | | | | 21,710 | | | |||||||||||||||||
| Corporate | | | | | 33,763 | | | | | | 35,077 | | | |||||||||||||||||
| | | | | $ | 473,277 | | | | | $ | 474,142 | | | |||||||||||||||||
| | | | | | | | | |||||||||||||||||||||||
All goodwill is included in the Animal Health segment. | |||||||||||||||||||||||||||||||
During our fiscal quarter ended December 31, 2013, we reorganized our reportable segments for financial reporting to better align them with how we currently review operating results for purposes of allocating resources and managing performance. We created two new reportable segments, the Animal Health segment and the Mineral Nutrition segment, and eliminated the Animal Health & Nutrition (AH&N) segment. The Animal Heath segment consists of the business units within the former AH&N segment, excluding the Mineral Nutrition business unit, which is now a separate reportable segment. In accordance with ASC No. 280, “Segment Reporting” (“ASC 280”), we have reclassified all amounts to conform to our new reportable segment presentation. |
General_Policies
General (Policies) | 9 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Use of Estimates | ' |
Use of Estimates | |
Preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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. Significant estimates include reserves for bad debts, inventory obsolescence, depreciation and amortization periods of long-lived and intangible assets, recoverability of long-lived and intangible assets and goodwill, realizability of deferred income tax and value-added tax assets, legal and environmental matters 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. |
Subsequent_Event_Tables
Subsequent Event (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||||
Subsequent Events [Abstract] | ' | ||||||||||||||||||||||||||||||
Schedule of loss on extinguishment of debt | ' | ||||||||||||||||||||||||||||||
| Redemption premium | | | | $ | 17,184 | | | |||||||||||||||||||||||
| Write-off of original issue discount related to retired Senior Notes and BFI | | | | | 2,123 | | | |||||||||||||||||||||||
| Write-off of capitalized debt issuance costs related to retired Senior Notes, Mayflower term loan, BFI term loan and cancelled domestic senior credit facility and other items | | | | | 4,391 | | | |||||||||||||||||||||||
| Loss on extinguishment of debt | | | | $ | 23,698 | | | |||||||||||||||||||||||
| | | | | |||||||||||||||||||||||||||
Schedule of net income per share and weighted average shares | ' | ||||||||||||||||||||||||||||||
| | | | Three Months | | | Nine Months | | |||||||||||||||||||||||
| For the Periods Ended March 31 | | | 2014 | | | 2013 | | | 2014 | | | 2013 | | |||||||||||||||||
| Net income | | | | $ | 6,370 | | | | | $ | 4,180 | | | | | $ | 14,515 | | | | | $ | 18,912 | | | |||||
| Weighted average number of shares – basic | | | | | 30,458 | | | | | | 30,458 | | | | | | 30,458 | | | | | | 30,458 | | | |||||
| Dilutive effect of stock options | | | | | 158 | | | | | | — | | | | | | 53 | | | | | | — | | | |||||
| Dilutive effect of BFI warrant | | | | | 41 | | | | | | — | | | | | | 14 | | | | | | — | | | |||||
| Weighted average number of shares – diluted | | | | | 30,657 | | | | | | 30,458 | | | | | | 30,525 | | | | | | 30,458 | | | |||||
| Net income per share: | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| basic | | | | $ | 0.21 | | | | | $ | 0.14 | | | | | $ | 0.48 | | | | | $ | 0.62 | | | |||||
| diluted | | | | $ | 0.21 | | | | | $ | 0.14 | | | | | $ | 0.48 | | | | | $ | 0.62 | | | |||||
| | | | | | | | | | | | | | |
Statements_of_OperationsAdditi1
Statements of Operations-Additional Information (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||||
Supplemental Income Statement Elements [Abstract] | ' | ||||||||||||||||||||||||||||||
Schedule of additional information of statements of operations | ' | ||||||||||||||||||||||||||||||
| | | | Three Months | | | Nine Months | | |||||||||||||||||||||||
| For the Periods Ended March 31 | | | 2014 | | | 2013 | | | 2014 | | | 2013 | | |||||||||||||||||
| Depreciation and amortization | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| Depreciation of property, plant and equipment | | | | $ | 3,920 | | | | | $ | 3,780 | | | | | $ | 11,878 | | | | | $ | 11,280 | | | |||||
| Amortization of intangible assets | | | | | 1,202 | | | | | | 1,179 | | | | | | 3,737 | | | | | | 2,997 | | | |||||
| | | | | $ | 5,122 | | | | | $ | 4,959 | | | | | $ | 15,615 | | | | | $ | 14,277 | |
Balance_SheetsAdditional_Infor1
Balance Sheets-Additional Information (Tables) | 9 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Balance Sheets Additional Information [Abstract] | ' | ||||||||||||||||
Schedule of additional information of balance sheets | ' | ||||||||||||||||
| As of | | | March 31, | | | June 30, | | |||||||||
2014 | 2013 | ||||||||||||||||
| Inventories | | | | | | | | | | | | | | |||
| Raw materials | | | | $ | 36,337 | | | | | $ | 35,702 | | | |||
| Work-in-process | | | | | 7,605 | | | | | | 7,541 | | | |||
| Finished goods | | | | | 98,862 | | | | | | 96,789 | | | |||
| | | | | $ | 142,804 | | | | | $ | 140,032 | | | |||
| Goodwill roll-forward | | | | | | | | | | | | | | |||
| Balance at beginning of period | | | | $ | 12,613 | | | | | $ | 1,717 | | | |||
| OGR acquisition | | | | | — | | | | | | 10,896 | | | |||
| Balance at end of period | | | | $ | 12,613 | | | | | $ | 12,613 | | | |||
| Accrued expenses and other current liabilities | | | | | | | | | | | | | | |||
| Employee related | | | | $ | 21,590 | | | | | $ | 17,823 | | | |||
| Interest | | | | | 6,937 | | | | | | 13,875 | | | |||
| Commissions and rebates | | | | | 3,060 | | | | | | 3,196 | | | |||
| Insurance related | | | | | 1,477 | | | | | | 1,286 | | | |||
| Professional fees | | | | | 3,670 | | | | | | 4,064 | | | |||
| Other accrued liabilities | | | | | 17,779 | | | | | | 17,194 | | | |||
| | | | | $ | 54,513 | | | | | $ | 57,438 | | | |||
| Accumulated other comprehensive income (loss) | | | | | | | | | | | | | | |||
| Derivative instruments | | | | $ | 70 | | | | | $ | (639 | ) | | | ||
| Currency translation adjustment | | | | | (3,281 | ) | | | | | | (2,519 | ) | | | |
| Unrecognized net pension gains (losses) | | | | | (11,562 | ) | | | | | | (12,240 | ) | | | |
| Tax (provision) benefit on other comprehensive income (loss) | | | | | (2,374 | ) | | | | | | (2,374 | ) | | | |
| | | | | $ | (17,147 | ) | | | | | $ | (17,772 | ) |
Acquisition_Tables
Acquisition (Tables) | 9 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
Business Combinations [Abstract] | ' | |||||||||
Schedule of unaudited pro forma consolidated results of operations | ' | |||||||||
| For the Period Ended March 31, 2013 | | | Nine Months | | |||||
| Net sales | | | | $ | 488,950 | | | ||
| Operating income | | | | | 42,949 | | | ||
| Net income | | | | | 20,010 | | | ||
| Net income per share – basic and diluted | | | | | 0.66 | | | ||
| Depreciation and amortization | | | | | 15,131 | | | ||
| | | | |
Debt_Tables
Debt (Tables) | 9 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of long term debt | ' | ||||||||||||||||
| As of | | | March 31, | | | June 30, | | |||||||||
2014 | 2013 | ||||||||||||||||
| 9.25% senior notes due July 1, 2018 | | | | $ | 300,000 | | | | | $ | 300,000 | | | |||
| Term loan payable to Mayflower due December 31, 2016 | | | | | 24,000 | | | | | | 24,000 | | | |||
| Term loan payable to BFI due August 1, 2014 | | | | | 10,000 | | | | | | 10,000 | | | |||
| Capitalized lease obligations | | | | | 110 | | | | | | 132 | | | |||
| | | | | | 334,110 | | | | | | 334,132 | | | |||
| Unamortized imputed interest and debt discount | | | | | (2,144 | ) | | | | | | (2,528 | ) | | | |
| | | | | | 331,966 | | | | | | 331,604 | | | |||
| Less: current maturities | | | | | (72 | ) | | | | | | (64 | ) | | | |
| | | | | $ | 331,894 | | | | | $ | 331,540 | | | |||
| | | | | | | | |
Employee_Benefit_Plans_Tables
Employee Benefit Plans (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||
Schedule of net periodic pension expense | ' | ||||||||||||||||||||||||||||||
| | | | Three Months | | | Nine Months | | |||||||||||||||||||||||
| For the Periods Ended March 31 | | | 2014 | | | 2013 | | | 2014 | | | 2013 | | |||||||||||||||||
| Service cost – benefits earned during the period | | | | $ | 535 | | | | | $ | 768 | | | | | $ | 1,843 | | | | | $ | 2,046 | | | |||||
| Interest cost on benefit obligation | | | | | 532 | | | | | | 537 | | | | | | 1,750 | | | | | | 1,543 | | | |||||
| Expected return on plan assets | | | | | (476 | ) | | | | | | (500 | ) | | | | | | (1,751 | ) | | | | | | (1,602 | ) | | | |
| Amortization of net actuarial (gain) loss and prior service costs | | | | | 249 | | | | | | 436 | | | | | | 678 | | | | | | 1,054 | | | |||||
| Net periodic pension expense | | | | $ | 840 | | | | | $ | 1,241 | | | | | $ | 2,520 | | | | | $ | 3,041 | |
Derivatives_Tables
Derivatives (Tables) | 9 Months Ended | ||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||||||||
Schedule of significant outstanding derivatives employed to manage market risk and designated as cash flow hedges | ' | ||||||||||||||||||||||
| Instrument | | | Hedge | | | Notional | | | Fair value as of | | ||||||||||||
Amount at | |||||||||||||||||||||||
March 31, | |||||||||||||||||||||||
2014 | | March 31, | | | June 30, | | |||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||
| Options | | | Brazilian Real calls | | | R$96,000 | | | | $ | 334 | | | | | $ | 365 | | | |||
| Options | | | Brazilian Real puts | | | (R$96,000) | | | | $ | (264 | ) | | | | | $ | (1,004 | ) |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Schedule of the fair values of the senior notes | ' | ||||||||||||||||
| As of | | | March 31, | | | June 30, | | |||||||||
2014 | 2013 | ||||||||||||||||
| Carrying values | | | | | | | | | | | | | | |||
| 9.25% senior notes due July 1, 2018 | | | | $ | 300,000 | | | | | $ | 300,000 | | | |||
| Less unamortized original issue discount | | | | | (2,105 | ) | | | | | | (2,402 | ) | | | |
| | | | | | 297,895 | | | | | | 297,598 | | | |||
| | | | | | | | | | | | | | | |||
| Term loan payable to Mayflower due December 31, 2016 | | | | | 24,000 | | | | | | 24,000 | | | |||
| Term loan payable to BFI due August 1, 2014 | | | | | 10,000 | | | | | | 10,000 | | | |||
| Less unamortized discount | | | | | (39 | ) | | | | | | (126 | ) | | | |
| | | | | | 9,961 | | | | | | 9,874 | | | |||
| Fair values | | | | | | | | | | | | | | |||
| 9.25% senior notes due July 1, 2018 | | | | $ | 318,000 | | | | | $ | 322,500 | | | |||
| Term loan payable to Mayflower due December 31, 2016 | | | | | 27,701 | | | | | | 26,968 | | | |||
| Term loan payable to BFI due August 1, 2014 | | | | | 10,293 | | | | | | 10,644 | | | |||
| | | | | | | | |
Business_Segments_Tables
Business Segments (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||||||||||||
Schedule of information regarding reportable segments | ' | ||||||||||||||||||||||||||||||
| | | | Three Months | | | Nine Months | | |||||||||||||||||||||||
| For the Periods Ended March 31 | | | 2014 | | | 2013 | | | 2014 | | | 2013 | | |||||||||||||||||
| Net sales | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| Animal Health | | | | $ | 107,808 | | | | | $ | 93,883 | | | | | $ | 316,945 | | | | | $ | 284,247 | | | |||||
| Mineral Nutrition | | | | | 49,901 | | | | | | 51,757 | | | | | | 146,720 | | | | | | 154,441 | | | |||||
| Performance Products | | | | | 15,558 | | | | | | 17,045 | | | | | | 44,572 | | | | | | 50,262 | | | |||||
| | | | | $ | 173,267 | | | | | $ | 162,685 | | | | | $ | 508,237 | | | | | $ | 488,950 | | | |||||
| Adjusted EBITDA | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| Animal Health | | | | $ | 25,505 | | | | | $ | 20,334 | | | | | $ | 74,134 | | | | | $ | 59,953 | | | |||||
| Mineral Nutrition | | | | | 2,807 | | | | | | 3,439 | | | | | | 8,145 | | | | | | 9,304 | | | |||||
| Performance Products | | | | | 906 | | | | | | 1,577 | | | | | | 3,105 | | | | | | 4,548 | | | |||||
| Corporate | | | | | (6,774 | ) | | | | | | (5,930 | ) | | | | | | (19,032 | ) | | | | | | (17,702 | ) | | | |
| | | | | $ | 22,444 | | | | | $ | 19,420 | | | | | $ | 66,352 | | | | | $ | 56,103 | | | |||||
| Adjusted EBITDA to income before income taxes | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| Adjusted EBITDA | | | | $ | 22,444 | | | | | $ | 19,420 | | | | | $ | 66,352 | | | | | $ | 56,103 | | | |||||
| Depreciation and amortization | | | | | (5,122 | ) | | | | | | (4,959 | ) | | | | | | (15,615 | ) | | | | | | (14,277 | ) | | | |
| Interest expense, net | | | | | (8,744 | ) | | | | | | (8,875 | ) | | | | | | (26,198 | ) | | | | | | (26,655 | ) | | | |
| Foreign currency (gains) losses, net | | | | | (275 | ) | | | | | | (838 | ) | | | | | | (2,088 | ) | | | | | | (1,132 | ) | | | |
| Other (income) expense, net | | | | | — | | | | | | (482 | ) | | | | | | — | | | | | | (528 | ) | | | |||
| Income before income taxes | | | | $ | 8,303 | | | | | $ | 4,266 | | | | | $ | 22,451 | | | | | $ | 13,511 | | | |||||
| | | | | | | | | | | | | | | |||||||||||||||||
| As of | | | March 31, | | | June 30, | | |||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||
| Identifiable assets | | | | | | | | | | | | | | | ||||||||||||||||
| Animal Health | | | | $ | 357,104 | | | | | $ | 354,422 | | | |||||||||||||||||
| Mineral Nutrition | | | | | 58,910 | | | | | | 62,933 | | | |||||||||||||||||
| Performance Products | | | | | 23,500 | | | | | | 21,710 | | | |||||||||||||||||
| Corporate | | | | | 33,763 | | | | | | 35,077 | | | |||||||||||||||||
| | | | | $ | 473,277 | | | | | $ | 474,142 | | | |||||||||||||||||
| | | | | | | | |
Subsequent_Event_Loss_on_extin
Subsequent Event - Loss on extinguishment of debt (Details) (Subsequent event, Senior notes, USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Subsequent Event [Line Items] | ' |
Redemption premium | $17,184 |
Loss on extinguishment of debt | 23,698 |
BFI | ' |
Subsequent Event [Line Items] | ' |
Write-off of original issue discount related to retired Senior Notes and BFI | 2,123 |
Mayflower and BFI | ' |
Subsequent Event [Line Items] | ' |
Write-off of capitalized debt issuance costs related to retired Senior Notes, Mayflower term loan, BFI term loan and cancelled domestic senior credit facility and other items | $4,391 |
Subsequent_Event_Net_Income_pe
Subsequent Event - Net Income per Share and Weighted Average Shares (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | ||||
Subsequent Events [Abstract] | ' | ' | ' | ' | ||||
Net income | $6,370 | $4,180 | $14,515 | $18,912 | ||||
Weighted average number of shares - basic | 30,458 | [1] | 30,458 | [1] | 30,458 | [1] | 30,458 | [1] |
Dilutive effect of stock options | 158 | ' | 53 | ' | ||||
Dilutive effect of BFI warrant | 41 | ' | 14 | ' | ||||
Weighted average number of shares - diluted | 30,657 | [1] | 30,458 | [1] | 30,525 | [1] | 30,458 | [1] |
Net income per share: | ' | ' | ' | ' | ||||
basic | $0.21 | $0.14 | $0.48 | $0.62 | ||||
diluted | $0.21 | $0.14 | $0.48 | $0.62 | ||||
[1] | after 0.442-for-1 split |
Subsequent_Event_Detail_Textua
Subsequent Event (Detail Textuals) (USD $) | 9 Months Ended | 0 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Apr. 16, 2014 | Apr. 16, 2014 | Apr. 16, 2014 | Apr. 04, 2014 |
Subsequent event | Subsequent event | Subsequent event | Subsequent event | ||
IPO | IPO | IPO | IPO | ||
Class A common stock | Class B common stock | Class A and Class B | |||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' |
Initial public offering of common stock | ' | ' | 8,333,333 | ' | ' |
Price per share | ' | ' | $15 | ' | ' |
Proceeds from offering | ' | ' | $114,229 | ' | ' |
Underwriting discount | ' | ' | 8,438 | ' | ' |
Offering expense payable | ' | ' | $2,333 | ' | ' |
Shares outstanding | ' | 38,791,553 | 17,442,953 | 21,348,600 | ' |
Stock Split | ' | ' | ' | ' | '0.442-for-1 stock split |
0.442-for-1 split | |||||
Common stock holder entiltled to vote per share | ' | ' | ' | '10 votes | ' |
Subsequent_Event_Detail_Textua1
Subsequent Event (Detail Textuals 1) (Subsequent event, Credit agreement, Bank of America, N.A, USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | Apr. 16, 2014 |
Term B Loan | ' |
Subsequent Event [Line Items] | ' |
Aggregate principal amount | $290,000 |
Maturity dates | 15-Apr-21 |
Par value in percentage | 99.75% |
Proceeds from term loan | 284,740 |
Original issue discount and issuance cost | 5,260 |
Term B Loan | LIBOR | ' |
Subsequent Event [Line Items] | ' |
Applicable interest rates | 3.00% |
Applicable floor rates | 1.00% |
Term B Loan | Base Rate | ' |
Subsequent Event [Line Items] | ' |
Applicable interest rates | 2.00% |
Revolving Credit Facility | ' |
Subsequent Event [Line Items] | ' |
Aggregate principal amount | $100,000 |
Maturity dates | 15-Apr-19 |
Revolving Credit Facility | LIBOR | ' |
Subsequent Event [Line Items] | ' |
Applicable interest rates | 2.75% |
Revolving Credit Facility | Base Rate | ' |
Subsequent Event [Line Items] | ' |
Applicable interest rates | 1.75% |
Term B Loans And Revolving Credit Facility | LIBOR | ' |
Subsequent Event [Line Items] | ' |
Basis for effective rate | ' |
(2) a Eurocurrency rate determined by reference to LIBOR with a term as selected by the Company, of one day or one, two, three or six months (or twelve months or any shorter amount of time if consented to by all of the lenders under the applicable loan) | |
Term B Loans And Revolving Credit Facility | Base Rate | ' |
Subsequent Event [Line Items] | ' |
Basis for effective rate | ' |
(1) a base rate determined by reference to the highest of (a) the rate as publicly announced from time to time by Bank of America as its “prime rate,” (b) the federal funds effective rate plus 0.50% and (c) one-month LIBOR plus 1.00% |
Subsequent_Event_Detail_Textua2
Subsequent Event (Detail Textuals 2) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | 16-May-14 | 16-May-14 | Apr. 16, 2014 | Apr. 16, 2014 |
Subsequent event | Subsequent event | Subsequent event | Subsequent event | ||||
Senior notes | Senior notes | Term loan payable | Term loan payable | ||||
BFI | Mayflower | BFI | |||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Redemption or retirement of debt | ' | ' | ' | ' | $300,000 | $24,000 | $10,000 |
Senior notes | ' | 9.25% | ' | 9.25% | ' | ' | ' |
Market value per share | ' | $15 | ' | ' | ' | ' | ' |
Stock options and warrants to purchase common stock excluded from the calculation of diluted net income per share | 2,519 | ' | 2,519 | ' | ' | ' | ' |
Revision_to_Prior_Period_Conso1
Revision to Prior Period Consolidated Financial Statements (Detail Textuals) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Revision To Prior Period Consolidated Financial Statements [Abstract] | ' |
Error corrections increased income before income taxes | $358 |
Statements_of_OperationsAdditi2
Statements of Operations-Additional Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Depreciation and amortization | ' | ' | ' | ' |
Depreciation of property, plant and equipment | $3,920 | $3,780 | $11,878 | $11,280 |
Amortization of intangible assets | 1,202 | 1,179 | 3,737 | 2,997 |
Total depreciation and amortization | $5,122 | $4,959 | $15,615 | $14,277 |
Balance_SheetsAdditional_Infor2
Balance Sheets-Additional Information (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Jun. 30, 2013 |
Inventories | ' | ' |
Raw materials | $36,337 | $35,702 |
Work-in-process | 7,605 | 7,541 |
Finished goods | 98,862 | 96,789 |
Inventory, net | 142,804 | 140,032 |
Goodwill roll-forward | ' | ' |
Balance at beginning of period | 12,613 | 1,717 |
OGR acquisition | ' | 10,896 |
Balance at end of period | 12,613 | 12,613 |
Accrued expenses and other current liabilities | ' | ' |
Employee related | 21,590 | 17,823 |
Interest | 6,937 | 13,875 |
Commissions and rebates | 3,060 | 3,196 |
Insurance related | 1,477 | 1,286 |
Professional fees | 3,670 | 4,064 |
Other accrued liabilities | 17,779 | 17,194 |
Accrued expenses and other current liabilities, total | 54,513 | 57,438 |
Accumulated other comprehensive income (loss) | ' | ' |
Derivative instruments | 70 | -639 |
Currency translation adjustment | -3,281 | -2,519 |
Unrecognized net pension gains (losses) | -11,562 | -12,240 |
Tax (provision) benefit on other comprehensive income (loss) | -2,374 | -2,374 |
Accumulated other comprehensive income (loss) | ($17,147) | ($17,772) |
Acquisition_Summary_of_unaudit
Acquisition - Summary of unaudited pro forma consolidated results of operations (Details) (USD $) | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2013 |
Business Combinations [Abstract] | ' |
Net sales | $488,950 |
Operating income | 42,949 |
Net income | 20,010 |
Net income per share - basic and diluted | $0.66 |
Depreciation and amortization | $15,131 |
Acquisition_Detail_Textuals
Acquisition (Detail Textuals) (Prince Agri Products Inc, Omni Gen Research LLC) | Dec. 20, 2012 |
Prince Agri Products Inc | Omni Gen Research LLC | ' |
Business Acquisition [Line Items] | ' |
Membership interest acquired | 100.00% |
Debt_Summary_of_longterm_debt_
Debt - Summary of long-term debt (Details) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Capitalized lease obligations | $110 | $132 |
Long-term debt and capital lease obligations, gross | 334,110 | 334,132 |
Unamortized imputed interest and debt discount | -2,144 | -2,528 |
Long-term debt and capital lease obligations, net | 331,966 | 331,604 |
Less: current maturities | -72 | -64 |
Long-term debt | 331,894 | 331,540 |
9.25% senior notes | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt, gross | 300,000 | 300,000 |
Term Notes | Mayflower | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt, gross | 24,000 | 24,000 |
Term Notes | BFI | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt, gross | $100,000 | $10,000 |
Debt_Summary_of_longterm_debt_1
Debt - Summary of long-term debt (Parenthetical) (Details) | Mar. 31, 2014 |
Debt Disclosure [Abstract] | ' |
Stated interest rate of senior notes | 9.25% |
Debt_Detail_Textuals
Debt (Detail Textuals) (Domestic senior credit facility, USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Jun. 30, 2013 |
Line of Credit Facility [Line Items] | ' | ' |
Description of variable rate basis | 'Interest rate elections under the domestic senior credit facility were dependent on the senior secured funded debt to EBITDA ratio. For a ratio that is less than 1.25:1, the interest rates were LIBOR plus 2.50% or Prime Rate plus 1.50%. For a ratio that is greater than or equal to 1.25:1, the interest rates were LIBOR plus 2.75% or Prime Rate plus 1.75%. | ' |
Increased borrowing capacity | $42,500 | ' |
Letters of Credit outstanding | 17,128 | ' |
Outstanding borrowings | $40,372 | ' |
Senior secured funded debt to EBITDA ratio used for interest elections | '1.25:1 | ' |
Applicable rate of interest | 2.65% | 2.69% |
LIBOR | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Basis spread on variable rate if debt to EBITDA ratio is less than 1.25:1 | 2.50% | ' |
Basis spread on variable rate if debt to EBITDA ratio is greater than 1.25:1 | 2.75% | ' |
Prime Rate | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Basis spread on variable rate if debt to EBITDA ratio is less than 1.25:1 | 1.50% | ' |
Basis spread on variable rate if debt to EBITDA ratio is greater than 1.25:1 | 1.75% | ' |
Debt_Detail_Textuals_1
Debt (Detail Textuals 1) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Debt Disclosure [Abstract] | ' |
Minimum required level of consolidated EBITDA for measurement periods ending on or after September 30, 2013 | $58,000 |
Minimum required level of consolidated EBITDA for measurement periods ending on or after September 30, 2014 | 65,000 |
Minimum required level of consolidated EBITDA for measurement periods ending on or after September 30, 2015 | 66,000 |
Minimum required level of consolidated EBITDA for measurement periods ending on or after September 30, 2016 | 75,000 |
Minimum required level of consolidated EBITDA for measurement periods ending on or after September 30, 2017 | $78,000 |
Employee_Benefit_Plans_Net_per
Employee Benefit Plans - Net periodic pension expense (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Compensation and Retirement Disclosure [Abstract] | ' | ' | ' | ' |
Service cost - benefits earned during the period | $535 | $768 | $1,843 | $2,046 |
Interest cost on benefit obligation | 532 | 537 | 1,750 | 1,543 |
Expected return on plan assets | -476 | -500 | -1,751 | -1,602 |
Amortization of net actuarial (gain) loss and prior service costs | 249 | 436 | 678 | 1,054 |
Net periodic pension expense | $840 | $1,241 | $2,520 | $3,041 |
Commitments_and_Contingencies_
Commitments and Contingencies (Detail Textuals) (USD $) | 1 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2012 | Mar. 31, 2014 | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 |
Party | Operating closed and third-party sites | Operating closed and third-party sites | C.P. Chemicals, Inc. | ||
Current And Long term Liabilities | Current And Long term Liabilities | ||||
Commitments And Contingencies [Line Items] | ' | ' | ' | ' | ' |
Rate of investigation and remediation costs | ' | ' | ' | ' | 50.00% |
Environmental remediation expense | ' | ' | ' | ' | $175 |
Accrual for environmental loss contingencies payments | ' | ' | 7,265 | 8,292 | ' |
Number of potentially responsible parties | 140 | ' | ' | ' | ' |
Product liability claims | ' | 5,600 | ' | ' | ' |
Insurance claim receivable | ' | $5,350 | ' | ' | ' |
Income_Taxes_Detail_Textuals
Income Taxes (Detail Textuals) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Apr. 30, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Increase resulting from prior period tax positions in valuation allowance | ' | $1,593 | $2,891 | $8,734 |
Cash remitted | ' | ' | 25,000 | ' |
Foreign withholding taxes | ' | ' | 3,161 | ' |
Additional income taxes | 2,900 | ' | ' | ' |
Previously unrecognized tax benefits expected to recognize in June 2014 | $600 | ' | ' | ' |
Derivatives_Details
Derivatives (Details) (Options, Cash flow hedges) | Mar. 31, 2014 | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | Brazilian Real calls | Brazilian Real calls | Brazilian Real calls | Brazilian Real puts | Brazilian Real puts | Brazilian Real puts |
BRL | Fair value, Level 2 | Fair value, Level 2 | BRL | Fair value, Level 2 | Fair value, Level 2 | |
USD ($) | USD ($) | USD ($) | USD ($) | |||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' |
Notional amount | 96,000 | ' | ' | -96,000 | ' | ' |
Fair value | ' | $334 | $365 | ' | ($264) | ($1,004) |
Derivatives_Detail_Textuals
Derivatives (Detail Textuals) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | Options | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges | ||
Cash flow hedges | Options | |||
Cash flow hedges | ||||
Other comprehensive income (loss) | ||||
Derivative [Line Items] | ' | ' | ' | ' |
Accumulated other comprehensive income (loss) | ($17,147) | ($17,772) | ' | $70 |
Unrecognized gains (losses) on derivative instruments recorded in earnings within the next twelve months | ' | ' | $6 | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Mar. 31, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Carrying values | 9.25% senior notes | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Long-term debt | $300,000 | $300,000 |
Less unamortized discount | -2,105 | -2,402 |
Long-term debt, carrying value | 297,895 | 297,598 |
Carrying values | Term Notes/Loan | Mayflower | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Long-term debt | 24,000 | 24,000 |
Long-term debt, carrying value | 24,000 | 24,000 |
Carrying values | Term Notes/Loan | BFI | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Long-term debt | 10,000 | 10,000 |
Less unamortized discount | -39 | -126 |
Long-term debt, carrying value | 9,961 | 9,874 |
Fair values | 9.25% senior notes | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Long-term debt, fair value | 318,000 | 322,500 |
Fair values | Term Notes/Loan | Mayflower | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Long-term debt, fair value | 22,701 | 26,968 |
Fair values | Term Notes/Loan | BFI | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Long-term debt, fair value | $10,293 | $10,644 |
Fair_Value_Measurements_Parent
Fair Value Measurements (Parentheticals) (Details) | Mar. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' |
Percentage of interest rate | 9.25% |
Carrying values | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' |
Percentage of interest rate | 9.25% |
Fair values | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' |
Percentage of interest rate | 9.25% |
Business_Segments_Details
Business Segments (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Jun. 30, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net sales | $173,267 | $162,685 | $508,237 | $488,950 | ' |
Depreciation and amortization | -5,122 | -4,959 | -15,615 | -14,277 | ' |
Foreign currency (gains) losses, net | 275 | 838 | 2,088 | 1,132 | ' |
Other (income) expense, net | ' | 482 | ' | 528 | ' |
Income before income taxes | 8,303 | 4,266 | 22,451 | 13,511 | ' |
Identifiable assets | 473,277 | ' | 473,277 | ' | 474,142 |
Operating Segments | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net sales | 173,267 | 162,685 | 508,237 | 488,950 | ' |
Adjusted EBITDA | 22,444 | 19,420 | 66,352 | 56,103 | ' |
Depreciation and amortization | -5,122 | -4,959 | -15,615 | -14,277 | ' |
Interest expense, net | -8,744 | -8,875 | -26,198 | -26,655 | ' |
Foreign currency (gains) losses, net | -275 | -838 | -2,088 | -1,132 | ' |
Other (income) expense, net | ' | -482 | ' | -528 | ' |
Income before income taxes | 8,303 | 4,266 | 22,451 | 13,511 | ' |
Identifiable assets | 473,277 | ' | 473,277 | ' | 474,142 |
Operating Segments | Animal Health | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net sales | 107,808 | 93,883 | 316,945 | 284,247 | ' |
Adjusted EBITDA | 25,505 | 20,334 | 74,134 | 59,953 | ' |
Identifiable assets | 357,104 | ' | 357,104 | ' | 354,422 |
Operating Segments | Mineral Nutrition | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net sales | 49,901 | 51,757 | 146,720 | 154,441 | ' |
Adjusted EBITDA | 2,807 | 3,439 | 8,145 | 9,304 | ' |
Identifiable assets | 58,910 | ' | 58,910 | ' | 62,933 |
Operating Segments | Performance Products | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net sales | 15,558 | 17,045 | 44,572 | 50,262 | ' |
Adjusted EBITDA | 906 | 1,577 | 3,105 | 4,548 | ' |
Identifiable assets | 23,500 | ' | 23,500 | ' | 21,710 |
Corporate | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Adjusted EBITDA | -6,774 | -5,930 | -19,032 | -17,702 | ' |
Identifiable assets | $33,763 | ' | $33,763 | ' | $35,077 |