Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | ||
Sep. 30, 2014 | Nov. 06, 2014 | Nov. 06, 2014 | |
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 | 21,512,275 |
Document Type | '10-Q | ' | ' |
Document Period End Date | 30-Sep-14 | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Fiscal Year Focus | '2015 | ' | ' |
Document Fiscal Period Focus | 'Q1 | ' | ' |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Income Statement [Abstract] | ' | ' |
Net sales | $187,458 | $162,228 |
Cost of goods sold | 127,129 | 112,716 |
Gross profit | 60,329 | 49,512 |
Selling, general and administrative expenses | 35,224 | 33,115 |
Operating income | 25,105 | 16,397 |
Interest expense | 3,552 | 7,774 |
Interest expense, stockholders | ' | 1,005 |
Interest (income) | -62 | -44 |
Foreign currency (gains) losses, net | -1,204 | 648 |
Income before income taxes | 22,819 | 7,014 |
Provision for income taxes | 2,338 | 1,171 |
Net income | $20,481 | $5,843 |
Net income per share | ' | ' |
basic (in dollars per share) | $0.53 | $0.19 |
diluted (in dollars per share) | $0.52 | $0.19 |
Weighted average common shares outstanding | ' | ' |
basic (in shares) | 38,900 | 30,458 |
diluted (in shares) | 39,584 | 30,458 |
Dividends per share (in dollars per share) | $0.10 | ' |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' |
Net income | $20,481 | $5,843 |
Fair value of derivative instruments | -429 | 372 |
Foreign currency translation adjustment | -9,980 | -132 |
Unrecognized net pension gains (losses) | 285 | 203 |
(Provision) benefit for income taxes | ' | -224 |
Other comprehensive income (loss) | -10,124 | 219 |
Comprehensive income | $10,357 | $6,062 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Cash and cash equivalents | $19,749 | $11,821 |
Accounts receivable, net | 110,756 | 113,858 |
Inventories, net | 146,382 | 143,184 |
Prepaid expenses and other current assets | 26,967 | 30,426 |
Total current assets | 303,854 | 299,289 |
Property, plant and equipment, net | 105,437 | 109,159 |
Intangibles, net | 28,710 | 29,803 |
Other assets | 32,819 | 34,072 |
Total assets | 470,820 | 472,323 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' |
Current portion of long-term debt | 2,950 | 2,969 |
Accounts payable | 64,544 | 59,608 |
Accrued expenses and other current liabilities | 39,293 | 49,861 |
Total current liabilities | 106,787 | 112,438 |
Long-term debt | 285,713 | 286,422 |
Other liabilities | 56,710 | 58,314 |
Total liabilities | 449,210 | 457,174 |
Commitments and contingencies (Note 9) | ' | ' |
Common stock, par value $0.0001; 300,000,000 Class A shares authorized, 17,442,953 shares issued and outstanding at September 30, 2014 and June 30, 2014; 30,000,000 Class B shares authorized, 21,512,275 and 21,348,600 shares issued and outstanding at September 30, 2014 and June 30, 2014, respectively | 4 | 4 |
Preferred stock, par value $0.0001; 16,000,000 shares authorized, no shares issued and outstanding | ' | ' |
Paid-in capital | 128,557 | 132,453 |
Accumulated deficit | -76,767 | -97,248 |
Accumulated other comprehensive income (loss) | -30,184 | -20,060 |
Total stockholders' equity | 21,610 | 15,149 |
Total liabilities and stockholders' equity | $470,820 | $472,323 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 16,000,000 | 16,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Class A common stock | ' | ' |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 17,442,953 | 17,442,953 |
Common stock, shares outstanding | 17,442,953 | 17,442,953 |
Class B common stock | ' | ' |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 21,512,275 | 21,348,600 |
Common stock, shares outstanding | 21,512,275 | 21,348,600 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
OPERATING ACTIVITIES | ' | ' |
Net income | $20,481 | $5,843 |
Adjustments to reconcile net income to net cash provided (used) by operating activities: | ' | ' |
Depreciation and amortization | 5,353 | 5,201 |
Amortization of deferred financing costs and debt discount | 242 | 391 |
Deferred income taxes | -1,003 | 551 |
Foreign currency (gains) losses, net | -316 | 173 |
Other | -97 | -38 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable, net | 1,418 | 4,822 |
Inventories, net | -7,499 | -1,565 |
Prepaid expenses and other current assets | 3,472 | -2,649 |
Other assets | 32 | -43 |
Accounts payable | 5,432 | -5,128 |
Accrued interest | 16 | -6,927 |
Accrued expenses and other liabilities | -10,171 | -853 |
Net cash provided (used) by operating activities | 17,360 | -222 |
INVESTING ACTIVITIES | ' | ' |
Capital expenditures | -3,975 | -4,222 |
Other | 15 | 1 |
Net cash provided (used) by investing activities | -3,960 | -4,221 |
FINANCING ACTIVITIES | ' | ' |
Borrowings under the domestic senior and revolving credit facility | ' | 42,500 |
Repayments of the domestic senior and revolving credit facility | ' | -28,500 |
Payments of long-term debt, capital leases and other | -861 | -17 |
Dividends paid | -3,896 | ' |
Net cash provided (used) by financing activities | -4,757 | 13,983 |
Effect of exchange rate changes on cash | -715 | -58 |
Net increase (decrease) in cash and cash equivalents | 7,928 | 9,482 |
Cash and cash equivalents at beginning of period | 11,821 | 27,369 |
Cash and cash equivalents at end of period | 19,749 | 36,851 |
Non-cash investing and financing activities | ' | ' |
Capital improvements | ' | $1,315 |
Description_of_Business
Description of Business | 3 Months Ended |
Sep. 30, 2014 | |
Description Of Business [Abstract] | ' |
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 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 Phibro and its subsidiaries. | |
The unaudited consolidated financial information for the three months ended September 30, 2014 and 2013, is presented on the same basis as the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014 (the “Annual Report”). 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, 2014, 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 Annual Report. | |
The consolidated financial statements include the accounts of Phibro 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. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies and New Accounting Standards | 3 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Summary of Significant Accounting Policies and New Accounting Standards | ' | ||||||||||||||||
2. Summary of Significant Accounting Policies and New Accounting Standards | |||||||||||||||||
Our significant accounting policies are described in the notes to the consolidated financial statements included in our Annual Report. As of September 30, 2014, there have been no material changes to any of the significant accounting policies contained therein. | |||||||||||||||||
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 potential dilutive common shares resulting from the exercise of stock options and warrants. For the period ended September 30, 2013, the stock options and warrants had an exercise price greater than the estimated market value and were excluded from the calculation of diluted net income per share because the effect from the assumed exercise of these options and warrants was anti-dilutive. | |||||||||||||||||
| | | | Three Months | | ||||||||||||
| For the Periods Ended September 30 | | | 2014 | | | 2013 | | |||||||||
| Net income | | | | $ | 20,481 | | | | | $ | 5,843 | | | |||
| Weighted average number of shares – basic | | | | | 38,900 | | | | | | 30,458 | | | |||
| Dilutive effect of all stock options and warrant | | | | | 684 | | | | | | — | | | |||
| Weighted average number of shares – diluted | | | | | 39,584 | | | | | | 30,458 | | | |||
| Net income per share: | | | | | | | | | | | | | | |||
| basic | | | | $ | 0.53 | | | | | $ | 0.19 | | | |||
| diluted | | | | $ | 0.52 | | | | | $ | 0.19 | | | |||
| | | | | | | | | |||||||||
New Accounting Standards | |||||||||||||||||
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, changes the criteria for reporting a discontinued operation while enhancing disclosures. 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. We do not expect adoption of this guidance will have a material effect on our consolidated financial statements. | |||||||||||||||||
ASU 2014-09, Revenue from Contracts with Customers (Topic 606), establishes principles for the recognition of revenue from contracts with customers. The underlying principle is to identify the performance obligations of a contract, allocate the revenue to each performance obligation and then to recognize revenue when the company satisfies a specific performance obligation of the contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2016. Early adoption is not permitted. The guidance should be applied retrospectively to each prior reporting period presented. We are currently evaluating the impact that adopting this guidance will have on our consolidated financial statements. | |||||||||||||||||
ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, requires management to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. Management will need to assess if there is substantial doubt about an entity’s ability to continue as a going concern within one year after the issuance date. Management will need to consider relevant conditions that are known and reasonably knowable at the issuance date. Substantial doubt exists if it is probable that the entity will be unable to meet its obligations within one year after the issuance date. Under the new standard, the definition of substantial doubt incorporates a likelihood threshold of “probable” similar to the current use of that term in U.S. Generally Accepted Accounting Principles (“GAAP”) for loss contingencies. ASU 2014-15 will be effective for annual periods ending after December 15, 2016. Earlier adoption is permitted. We do not expect adoption of this guidance will have a material effect on our consolidated financial statements. |
Statements_of_OperationsAdditi
Statements of Operations-Additional Information | 3 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Supplemental Income Statement Elements [Abstract] | ' | ||||||||||||||||
Statements of Operations-Additional Information | ' | ||||||||||||||||
3. Statements of Operations—Additional Information | |||||||||||||||||
| | | | Three Months | | ||||||||||||
| For the Periods Ended September 30 | | | 2014 | | | 2013 | | |||||||||
| Depreciation and amortization | | | | | | | | | | | | | | |||
| Depreciation of property, plant and equipment | | | | $ | 4,228 | | | | | $ | 3,852 | | | |||
| Amortization of intangible assets | | | | | 1,069 | | | | | | 1,349 | | | |||
| Amortization of other assets | | | | | 56 | | | | | | — | | | |||
| | | | | $ | 5,353 | | | | | $ | 5,201 |
Balance_SheetsAdditional_Infor
Balance Sheets-Additional Information | 3 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Balance Sheets Additional Information [Abstract] | ' | ||||||||||||||||
Balance Sheets-Additional Information | ' | ||||||||||||||||
4. Balance Sheets—Additional Information | |||||||||||||||||
| As of | | | September 30, | | | June 30, | | |||||||||
2014 | 2014 | ||||||||||||||||
| Inventories | | | | | | | | | | | | | | |||
| Raw materials | | | | $ | 53,419 | | | | | $ | 44,306 | | | |||
| Work-in-process | | | | | 7,508 | | | | | | 7,518 | | | |||
| Finished goods | | | | | 85,455 | | | | | | 91,360 | | | |||
| | | | | $ | 146,382 | | | | | $ | 143,184 | | | |||
| | | | | | | | ||||||||||
| As of | | | September 30, | | | June 30, | | |||||||||
2014 | 2014 | ||||||||||||||||
| Goodwill roll-forward | | | | | | | | | | | | | | |||
| Balance at beginning and end of period | | | | $ | 12,613 | | | | | $ | 12,613 | | | |||
| Accrued expenses and other current liabilities | | | | | | | | | | | | | | |||
| Employee related accruals | | | | $ | 15,636 | | | | | $ | 20,813 | | | |||
| Commissions and rebates | | | | | 3,230 | | | | | | 2,973 | | | |||
| Insurance related | | | | | 1,366 | | | | | | 1,395 | | | |||
| Professional fees | | | | | 3,260 | | | | | | 4,229 | | | |||
| Deferred consideration on acquisitions | | | | | 1,449 | | | | | | 1,420 | | | |||
| Product liability claims | | | | | — | | | | | | 5,286 | | | |||
| Other accrued liabilities | | | | | 14,352 | | | | | | 13,745 | | | |||
| | | | | $ | 39,293 | | | | | $ | 49,861 | | | |||
| | | | | | | | ||||||||||
| As of | | | September 30, | | | June 30, | | |||||||||
2014 | 2014 | ||||||||||||||||
| Accumulated other comprehensive income (loss) | | | | | | | | | | | | | | |||
| Derivative instruments | | | | $ | (43 | ) | | | | | $ | 386 | | | ||
| Foreign currency translation adjustment | | | | | (11,389 | ) | | | | | | (1,409 | ) | | | |
| Unrecognized net pension gains (losses) | | | | | (16,378 | ) | | | | | | (16,663 | ) | | | |
| Income tax (provision) benefit on derivative instruments | | | | | 63 | | | | | | 63 | | | |||
| Income tax (provision) benefit on pension gains (losses) | | | | | (2,437 | ) | | | | | | (2,437 | ) | | | |
| | | | | $ | (30,184 | ) | | | | | $ | (20,060 | ) |
Debt
Debt | 3 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Debt | ' | ||||||||||||||||
5. Debt | |||||||||||||||||
Revolving Credit Facility and Term B Loan | |||||||||||||||||
Borrowings under the Revolving Credit Facility and Term B Loan (the “Credit Facilities”) bear interest based on a fluctuating rate equal to the sum of an applicable margin and, at the Company’s election from time to time, either (1) 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), or (2) 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%. The Revolving Credit Facility has applicable margins equal to 2.50% or 2.75% in the case of LIBOR loans and 1.50% or 1.75% in the case of base rate loans; the applicable margins are based on the First Lien Net Leverage Ratio (as defined in the agreement). The Term B Loan has applicable margins equal to 3.00% in the case of LIBOR loans and 2.00% in the case of base rate loans. The LIBOR rate on the Term B Loan is subject to a floor of 1.00%. The rate of interest on the Term B Loan was 4.00% at September 30, 2014. | |||||||||||||||||
As of September 30, 2014, we had no outstanding borrowings under the Revolving Credit Facility and had outstanding letters of credit and other commitments of $17,140, leaving $82,860 available for borrowings and letters of credit under the Revolving Credit Facility. 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. | |||||||||||||||||
The Revolving Credit Facility requires, among other things, the maintenance of a maximum consolidated First Lien Net Leverage Ratio calculated on a trailing four quarter basis, and contains an acceleration clause should an event of default (as defined in the agreement) occur. The permitted maximum ratio is 4.50:1.00 for measurement periods through June 30, 2015, and 4.25:1.00 for measurements periods thereafter. As of September 30, 2014, we were in compliance with the covenants of the Credit Facilities. | |||||||||||||||||
Long-Term Debt | |||||||||||||||||
| As of | | | September 30, | | | June 30, | | |||||||||
2014 | 2014 | ||||||||||||||||
| Term B loan due April 15, 2021 | | | | $ | 289,275 | | | | | $ | 290,000 | | | |||
| Capitalized lease obligations | | | | | 65 | | | | | | 94 | | | |||
| | | | | | 289,340 | | | | | | 290,094 | | | |||
| Unamortized debt discount | | | | | (677 | ) | | | | | | (703 | ) | | | |
| | | | | | 288,663 | | | | | | 289,391 | | | |||
| Less: current maturities | | | | | (2,950 | ) | | | | | | (2,969 | ) | | | |
| | | | | $ | 285,713 | | | | | $ | 286,422 |
Warrant_and_Dividends
Warrant and Dividends | 3 Months Ended |
Sep. 30, 2014 | |
Equity [Abstract] | ' |
Warrant and Dividends | ' |
6. Warrant and Dividends | |
Class B Common Stock Warrant | |
On August 1, 2014, a common stock purchase warrant for the purchase of 386,750 shares of Class B common stock, held by BFI Co., LLC (“BFI”), was automatically exercised at the exercise price of $11.83 per share on a cashless basis, resulting in a net issuance of 163,675 shares of Class B common stock to BFI. | |
Dividends | |
In September 2014, we paid a $0.10 per share dividend to holders of our Class A and Class B common stock. We intend to pay regular quarterly dividends to holders of our Class A and Class B common stock out of assets legally available for this purpose. Our future ability to pay dividends will depend upon our results of operations, financial condition, capital requirements, our ability to obtain funds from our subsidiaries and other factors that our Board of Directors deems relevant. Additionally, the terms of our current and any future agreements governing our indebtedness could limit our ability to pay dividends or make other distributions. |
Employee_Benefit_Plans
Employee Benefit Plans | 3 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | ||||||||||||||||
Employee Benefit Plans | ' | ||||||||||||||||
7. Employee Benefit Plans | |||||||||||||||||
The Company maintains 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. Plan benefits are based upon years of service and average compensation, as defined within the plan. | |||||||||||||||||
Net periodic pension expense was: | |||||||||||||||||
| | | | Three Months | | ||||||||||||
| For the Periods Ended September 30 | | | 2014 | | | 2013 | | |||||||||
| Service cost – benefits earned during the period | | | | $ | 821 | | | | | $ | 704 | | | |||
| Interest cost on benefit obligation | | | | | 734 | | | | | | 641 | | | |||
| Expected return on plan assets | | | | | (766 | ) | | | | | | (698 | ) | | | |
| Amortization of net actuarial (gain) loss and prior service costs | | | | | 286 | | | | | | 203 | | | |||
| Net periodic pension expense | | | | $ | 1,075 | | | | | $ | 850 | | | |||
| | | | | | | | |
Income_Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
8. Income Taxes | |
The tax provision is comprised primarily of income taxes relating to profitable foreign jurisdictions, partially offset by a benefit of $1,218 from the recognition of certain previously unrecognized tax benefits. The provision for income taxes on domestic pre-tax income was substantially offset by the release of a valuation allowance previously recorded on accumulated domestic net operating losses. The Company continues to maintain a full valuation allowance against net deferred tax assets from domestic and certain foreign jurisdictions. | |
We have not provided for United States or additional foreign taxes on undistributed earnings of foreign subsidiaries, which earnings have been or are intended to be indefinitely reinvested. It is not practicable at this time to determine the amount of income tax liability that would result should such earnings be repatriated. Taxes are not provided for foreign currency translation adjustments relating to investments in international subsidiaries that will be held indefinitely. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
9. 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 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 you 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. | |
The U.S. Environmental Protection Agency (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 Phibro-Tech’s Santa Fe Springs, California facility. 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 allegedly associated with the groundwater plume affected by the Omega Chemical Site (including Phibro-Tech) for alleged contamination of groundwater underneath its property; a group of companies that sent chemicals to the Omega Chemical Site for processing and recycling has filed a complaint under CERCLA in the United States District Court for the Central District of California against many of the PRPs allegedly associated with the groundwater plume affected by the Omega Chemical Site (including Phibro-Tech) for contribution toward past and future costs associated with the investigation and remediation of the groundwater plume affected by the Omega Chemical Site; and that same group of companies has served Phibro-Tech with a Notice of Endangerment and Intent to Sue Pursuant to RCRA § 7002(a)(1)(B) seeking to abate alleged imminent and substantial endangerment to health or the environment resulting from the lack of adequate offsite monitoring and groundwater source control associated with former and/or continuing operations at Phibro-Tech’s Santa Fe Springs facility. 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 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 $7,044 and $7,273 at September 30, 2014, and June 30, 2014, 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 | |
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. |
Derivatives
Derivatives | 3 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||||||||||||
Derivatives | ' | ||||||||||||||||||||||||||
10. Derivatives | |||||||||||||||||||||||||||
We monitor our exposure to commodity prices, interest rates and foreign currency exchange rates, and 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). We record the portion of the changes in the expected cash flows related to a recognized asset or liability (the effective portion) in accumulated other comprehensive income (loss). As the hedged item is realized, we report the gain or loss included in accumulated other comprehensive income (loss) in the consolidated statements of operations on the same line as the hedged item. We immediately recognize in the consolidated statements of operations in the same line as the hedged item, the portion of the changes in fair value of derivatives used as cash flow hedges that is not offset by changes in the expected cash flows related to a recognized asset or liability (the ineffective portion). | |||||||||||||||||||||||||||
We routinely assess whether the derivatives used to hedge transactions are effective. If we determine a derivative ceases to be an effective hedge, we discontinue hedge accounting, and recognize in the consolidated statements of operations, in the period the derivative no longer qualifies as a hedge, any gains or losses on the derivative. | |||||||||||||||||||||||||||
We record derivatives at fair value in prepaid expenses and other current assets in the consolidated balance sheets. We determine the fair value of derivative instruments based upon pricing models using observable market inputs for these types of financial instruments (level 2 inputs per ASC 820). | |||||||||||||||||||||||||||
At September 30, 2014, the following outstanding derivatives were designated and effective as cash flow hedges: | |||||||||||||||||||||||||||
| Instrument | | | Hedge | | | Notional | | | Fair value as of | | ||||||||||||||||
Amount at | |||||||||||||||||||||||||||
September 30, | |||||||||||||||||||||||||||
2014 | | September 30, | | | June 30, | | |||||||||||||||||||||
2014 | 2014 | ||||||||||||||||||||||||||
| Options | | | Brazilian Real calls | | | | | R$ 78,000 | | | | | $ | 174 | | | | | $ | 432 | | | ||||
| Options | | | Brazilian Real puts | | | | | (R$ 78,000 | ) | | | | | $ | (217 | ) | | | | | $ | (46 | ) | | | |
| | | | | | | | | | | | | |||||||||||||||
The unrecognized gains (losses) at September 30, 2014, are unrealized and will change depending on future exchange rates until the underlying contracts mature. Of the ($43) of unrecognized gains (losses) on derivative instruments included in accumulated other comprehensive income (loss) at September 30, 2014, we anticipate ($43) of the current fair value would be recorded in earnings within the next twelve months. We recognize gains (losses) on derivative instruments as a component of cost of goods sold when the hedged item is sold. We hedge forecasted transactions for periods not exceeding the next twenty-four months. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
11. Fair Value Measurements | |||||||||||||||||
In assessing the fair value of financial instruments at September 30, 2014, we 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 | |||||||||||||||||
We consider the carrying amounts of current assets and current liabilities, except the current portion of long-term debt, to be representative of their fair value because of the current nature of these items. | |||||||||||||||||
Long Term Debt | |||||||||||||||||
We estimated the fair value of the Term B Loan based on quoted broker prices (level 2 inputs per ASC 820). | |||||||||||||||||
| As of | | | September 30, | | | June 30, | | |||||||||
2014 | 2014 | ||||||||||||||||
| Fair values | | | | | | | | | | | | | | |||
| Term B Loan | | | | $ | 285,659 | | | | | $ | 289,638 | | | |||
| | | | | | | |
Business_Segments
Business Segments | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Segment Reporting [Abstract] | ' | |||||||
Business Segments | ' | |||||||
12. 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, President and Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Senior Vice President and General Counsel, the Senior Vice President of Human Resources, the Chief Information Officer and the Executive Vice President of Corporate Strategy. Costs include the executives and their staffs and include compensation and benefits, outside services, professional fees and office space. Assets include 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 “—Summary of Significant Accounting Policies and New Accounting Standards.” | ||||||||
| Three Months | |||||||
For the Periods Ended September 30 | 2014 | 2013 | ||||||
Net sales | | | | | ||||
Animal Health | $ | 117,225 | $ | 101,171 | ||||
Mineral Nutrition | | 55,447 | | 46,186 | ||||
Performance Products | | 14,786 | | 14,871 | ||||
| $ | 187,458 | $ | 162,228 | ||||
Adjusted EBITDA | | | | | ||||
Animal Health | $ | 32,454 | $ | 24,107 | ||||
Mineral Nutrition | | 3,479 | | 2,460 | ||||
Performance Products | | 1,036 | | 1,096 | ||||
Corporate | | (6,511 | ) | | (6,065 | ) | ||
| $ | 30,458 | $ | 21,598 | ||||
Reconciliation of Adjusted EBITDA to income before income taxes | | | | | ||||
Adjusted EBITDA | $ | 30,458 | $ | 21,598 | ||||
Depreciation and amortization | | (5,353 | ) | | (5,201 | ) | ||
Interest expense, net | | (3,490 | ) | | (8,735 | ) | ||
Foreign currency gains (losses), net | | 1,204 | | (648 | ) | |||
Income before income taxes | $ | 22,819 | $ | 7,014 | ||||
| | |||||||
As of | September 30, | June 30, | ||||||
2014 | 2014 | |||||||
Identifiable assets | | | | | ||||
Animal Health | $ | 356,508 | $ | 361,376 | ||||
Mineral Nutrition | | 54,827 | | 57,460 | ||||
Performance Products | | 23,172 | | 23,429 | ||||
Corporate | | 36,313 | | 30,058 | ||||
| $ | 470,820 | $ | 472,323 | ||||
All goodwill is included in the Animal Health segment. The Animal Health segment includes advances to and investment in equity method investee of $5,254 and $5,140 as of September 30, 2014, and June 30, 2014, respectively. The Performance Products segment includes an investment in equity method investee of $522 and $479 as of September 30, 2014, and June 30, 2014, respectively. Corporate includes all cash and cash equivalents. | ||||||||
We evaluate our investments in equity method investees for impairment if circumstances indicate that the fair value of the investment may be impaired. The assets underlying a $5,254 equity investment are currently idled; we have concluded the investment is not currently impaired, based on expected future operating cash flows and/or disposal value. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies and New Accounting Standards (Policies) | 3 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
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 potential dilutive common shares resulting from the exercise of stock options and warrants. For the period ended September 30, 2013, the stock options and warrants had an exercise price greater than the estimated market value and were excluded from the calculation of diluted net income per share because the effect from the assumed exercise of these options and warrants was anti-dilutive. | |||||||||||||||||
| | | | Three Months | | ||||||||||||
| For the Periods Ended September 30 | | | 2014 | | | 2013 | | |||||||||
| Net income | | | | $ | 20,481 | | | | | $ | 5,843 | | | |||
| Weighted average number of shares – basic | | | | | 38,900 | | | | | | 30,458 | | | |||
| Dilutive effect of all stock options and warrant | | | | | 684 | | | | | | — | | | |||
| Weighted average number of shares – diluted | | | | | 39,584 | | | | | | 30,458 | | | |||
| Net income per share: | | | | | | | | | | | | | | |||
| basic | | | | $ | 0.53 | | | | | $ | 0.19 | | | |||
| diluted | | | | $ | 0.52 | | | | | $ | 0.19 | | | |||
| | | | | | | | | |||||||||
New Accounting Standards | ' | ||||||||||||||||
New Accounting Standards | |||||||||||||||||
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, changes the criteria for reporting a discontinued operation while enhancing disclosures. 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. We do not expect adoption of this guidance will have a material effect on our consolidated financial statements. | |||||||||||||||||
ASU 2014-09, Revenue from Contracts with Customers (Topic 606), establishes principles for the recognition of revenue from contracts with customers. The underlying principle is to identify the performance obligations of a contract, allocate the revenue to each performance obligation and then to recognize revenue when the company satisfies a specific performance obligation of the contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2016. Early adoption is not permitted. The guidance should be applied retrospectively to each prior reporting period presented. We are currently evaluating the impact that adopting this guidance will have on our consolidated financial statements. | |||||||||||||||||
ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, requires management to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. Management will need to assess if there is substantial doubt about an entity’s ability to continue as a going concern within one year after the issuance date. Management will need to consider relevant conditions that are known and reasonably knowable at the issuance date. Substantial doubt exists if it is probable that the entity will be unable to meet its obligations within one year after the issuance date. Under the new standard, the definition of substantial doubt incorporates a likelihood threshold of “probable” similar to the current use of that term in U.S. Generally Accepted Accounting Principles (“GAAP”) for loss contingencies. ASU 2014-15 will be effective for annual periods ending after December 15, 2016. Earlier adoption is permitted. We do not expect adoption of this guidance will have a material effect on our consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies and New Accounting Standards (Tables) | 3 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Schedule of net income per share and weighted average shares | ' | ||||||||||||||||
| | | | Three Months | | ||||||||||||
| For the Periods Ended September 30 | | | 2014 | | | 2013 | | |||||||||
| Net income | | | | $ | 20,481 | | | | | $ | 5,843 | | | |||
| Weighted average number of shares – basic | | | | | 38,900 | | | | | | 30,458 | | | |||
| Dilutive effect of all stock options and warrant | | | | | 684 | | | | | | — | | | |||
| Weighted average number of shares – diluted | | | | | 39,584 | | | | | | 30,458 | | | |||
| Net income per share: | | | | | | | | | | | | | | |||
| basic | | | | $ | 0.53 | | | | | $ | 0.19 | | | |||
| diluted | | | | $ | 0.52 | | | | | $ | 0.19 | | | |||
| | | | | | | | |
Statements_of_OperationsAdditi1
Statements of Operations-Additional Information (Tables) | 3 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Supplemental Income Statement Elements [Abstract] | ' | ||||||||||||||||
Schedule of additional information of statements of operations | ' | ||||||||||||||||
| | | | Three Months | | ||||||||||||
| For the Periods Ended September 30 | | | 2014 | | | 2013 | | |||||||||
| Depreciation and amortization | | | | | | | | | | | | | | |||
| Depreciation of property, plant and equipment | | | | $ | 4,228 | | | | | $ | 3,852 | | | |||
| Amortization of intangible assets | | | | | 1,069 | | | | | | 1,349 | | | |||
| Amortization of other assets | | | | | 56 | | | | | | — | | | |||
| | | | | $ | 5,353 | | | | | $ | 5,201 | | | |||
| | | | | | | |
Balance_SheetsAdditional_Infor1
Balance Sheets-Additional Information (Tables) | 3 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Balance Sheets Additional Information [Abstract] | ' | ||||||||||||||||
Schedule of additional information of balance sheets | ' | ||||||||||||||||
| As of | | | September 30, | | | June 30, | | |||||||||
2014 | 2014 | ||||||||||||||||
| Inventories | | | | | | | | | | | | | | |||
| Raw materials | | | | $ | 53,419 | | | | | $ | 44,306 | | | |||
| Work-in-process | | | | | 7,508 | | | | | | 7,518 | | | |||
| Finished goods | | | | | 85,455 | | | | | | 91,360 | | | |||
| | | | | $ | 146,382 | | | | | $ | 143,184 | | | |||
| | | | | | | | ||||||||||
| As of | | | September 30, | | | June 30, | | |||||||||
2014 | 2014 | ||||||||||||||||
| Goodwill roll-forward | | | | | | | | | | | | | | |||
| Balance at beginning and end of period | | | | $ | 12,613 | | | | | $ | 12,613 | | | |||
| Accrued expenses and other current liabilities | | | | | | | | | | | | | | |||
| Employee related accruals | | | | $ | 15,636 | | | | | $ | 20,813 | | | |||
| Commissions and rebates | | | | | 3,230 | | | | | | 2,973 | | | |||
| Insurance related | | | | | 1,366 | | | | | | 1,395 | | | |||
| Professional fees | | | | | 3,260 | | | | | | 4,229 | | | |||
| Deferred consideration on acquisitions | | | | | 1,449 | | | | | | 1,420 | | | |||
| Product liability claims | | | | | — | | | | | | 5,286 | | | |||
| Other accrued liabilities | | | | | 14,352 | | | | | | 13,745 | | | |||
| | | | | $ | 39,293 | | | | | $ | 49,861 | | | |||
| | | | | | | | ||||||||||
| As of | | | September 30, | | | June 30, | | |||||||||
2014 | 2014 | ||||||||||||||||
| Accumulated other comprehensive income (loss) | | | | | | | | | | | | | | |||
| Derivative instruments | | | | $ | (43 | ) | | | | | $ | 386 | | | ||
| Foreign currency translation adjustment | | | | | (11,389 | ) | | | | | | (1,409 | ) | | | |
| Unrecognized net pension gains (losses) | | | | | (16,378 | ) | | | | | | (16,663 | ) | | | |
| Income tax (provision) benefit on derivative instruments | | | | | 63 | | | | | | 63 | | | |||
| Income tax (provision) benefit on pension gains (losses) | | | | | (2,437 | ) | | | | | | (2,437 | ) | | | |
| | | | | $ | (30,184 | ) | | | | | $ | (20,060 | ) | | | |
| | | | | | | |
Debt_Tables
Debt (Tables) | 3 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of long term debt | ' | ||||||||||||||||
| As of | | | September 30, | | | June 30, | | |||||||||
2014 | 2014 | ||||||||||||||||
| Term B loan due April 15, 2021 | | | | $ | 289,275 | | | | | $ | 290,000 | | | |||
| Capitalized lease obligations | | | | | 65 | | | | | | 94 | | | |||
| | | | | | 289,340 | | | | | | 290,094 | | | |||
| Unamortized debt discount | | | | | (677 | ) | | | | | | (703 | ) | | | |
| | | | | | 288,663 | | | | | | 289,391 | | | |||
| Less: current maturities | | | | | (2,950 | ) | | | | | | (2,969 | ) | | | |
| | | | | $ | 285,713 | | | | | $ | 286,422 | | | |||
| | | | | | | |
Employee_Benefit_Plans_Tables
Employee Benefit Plans (Tables) | 3 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of net periodic pension expense | ' | ||||||||||||||||
| | | | Three Months | | ||||||||||||
| For the Periods Ended September 30 | | | 2014 | | | 2013 | | |||||||||
| Service cost – benefits earned during the period | | | | $ | 821 | | | | | $ | 704 | | | |||
| Interest cost on benefit obligation | | | | | 734 | | | | | | 641 | | | |||
| Expected return on plan assets | | | | | (766 | ) | | | | | | (698 | ) | | | |
| Amortization of net actuarial (gain) loss and prior service costs | | | | | 286 | | | | | | 203 | | | |||
| Net periodic pension expense | | | | $ | 1,075 | | | | | $ | 850 | | | |||
| | | | | | | | |
Derivatives_Tables
Derivatives (Tables) | 3 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||||||||||||
Schedule of outstanding derivatives designated and effective as cash flow hedges | ' | ||||||||||||||||||||||||||
| Instrument | | | Hedge | | | Notional | | | Fair value as of | | ||||||||||||||||
Amount at | |||||||||||||||||||||||||||
September 30, | |||||||||||||||||||||||||||
2014 | | September 30, | | | June 30, | | |||||||||||||||||||||
2014 | 2014 | ||||||||||||||||||||||||||
| Options | | | Brazilian Real calls | | | | | R$ 78,000 | | | | | $ | 174 | | | | | $ | 432 | | | ||||
| Options | | | Brazilian Real puts | | | | | (R$ 78,000 | ) | | | | | $ | (217 | ) | | | | | $ | (46 | ) | | | |
| | | | | | | | | | | | |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Schedule of the fair values of the senior notes | ' | ||||||||||||||||
| As of | | | September 30, | | | June 30, | | |||||||||
2014 | 2014 | ||||||||||||||||
| Fair values | | | | | | | | | | | | | | |||
| Term B Loan | | | | $ | 285,659 | | | | | $ | 289,638 | | | |||
| | | | | | | |
Business_Segments_Tables
Business Segments (Tables) | 3 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Schedule of information regarding reportable segments | ' | ||||||||||||||||
| | | | Three Months | | ||||||||||||
| For the Periods Ended September 30 | | | 2014 | | | 2013 | | |||||||||
| Net sales | | | | | | | | | | | | | | |||
| Animal Health | | | | $ | 117,225 | | | | | $ | 101,171 | | | |||
| Mineral Nutrition | | | | | 55,447 | | | | | | 46,186 | | | |||
| Performance Products | | | | | 14,786 | | | | | | 14,871 | | | |||
| | | | | $ | 187,458 | | | | | $ | 162,228 | | | |||
| Adjusted EBITDA | | | | | | | | | | | | | | |||
| Animal Health | | | | $ | 32,454 | | | | | $ | 24,107 | | | |||
| Mineral Nutrition | | | | | 3,479 | | | | | | 2,460 | | | |||
| Performance Products | | | | | 1,036 | | | | | | 1,096 | | | |||
| Corporate | | | | | (6,511 | ) | | | | | | (6,065 | ) | | | |
| | | | | $ | 30,458 | | | | | $ | 21,598 | | | |||
| Reconciliation of Adjusted EBITDA to income before income taxes | | | | | | | | | | | | | | |||
| Adjusted EBITDA | | | | $ | 30,458 | | | | | $ | 21,598 | | | |||
| Depreciation and amortization | | | | | (5,353 | ) | | | | | | (5,201 | ) | | | |
| Interest expense, net | | | | | (3,490 | ) | | | | | | (8,735 | ) | | | |
| Foreign currency gains (losses), net | | | | | 1,204 | | | | | | (648 | ) | | | ||
| Income before income taxes | | | | $ | 22,819 | | | | | $ | 7,014 | | | |||
| | | | | | | | ||||||||||
| As of | | | September 30, | | | June 30, | | |||||||||
2014 | 2014 | ||||||||||||||||
| Identifiable assets | | | | | | | | | | | | | | |||
| Animal Health | | | | $ | 356,508 | | | | | $ | 361,376 | | | |||
| Mineral Nutrition | | | | | 54,827 | | | | | | 57,460 | | | |||
| Performance Products | | | | | 23,172 | | | | | | 23,429 | | | |||
| Corporate | | | | | 36,313 | | | | | | 30,058 | | | |||
| | | | | $ | 470,820 | | | | | $ | 472,323 | | | |||
| | | | | | | |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies and New Accounting Standards (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Accounting Policies [Abstract] | ' | ' |
Net income | $20,481 | $5,843 |
Weighted average number of shares - basic | 38,900 | 30,458 |
Dilutive effect of all stock options and warrant | 684 | ' |
Weighted average number of shares - diluted | 39,584 | 30,458 |
Net income per share: | ' | ' |
basic (in dollars per share) | $0.53 | $0.19 |
diluted (in dollars per share) | $0.52 | $0.19 |
Statements_of_OperationsAdditi2
Statements of Operations-Additional Information (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Depreciation and amortization | ' | ' |
Depreciation of property, plant and equipment | $4,228 | $3,852 |
Amortization of intangible assets | 1,069 | 1,349 |
Amortization of other assets | 56 | ' |
Depreciation and amortization | $5,353 | $5,201 |
Balance_SheetsAdditional_Infor2
Balance Sheets-Additional Information (Details) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Inventories | ' | ' |
Raw materials | $53,419 | $44,306 |
Work-in-process | 7,508 | 7,518 |
Finished goods | 85,455 | 91,360 |
Inventory, net | 146,382 | 143,184 |
Goodwill roll-forward | ' | ' |
Balance at beginning and end of period | 12,613 | 12,613 |
Accrued expenses and other current liabilities | ' | ' |
Employee related accruals | 15,636 | 20,813 |
Commissions and rebates | 3,230 | 2,973 |
Insurance related | 1,366 | 1,395 |
Professional fees | 3,260 | 4,229 |
Deferred consideration on acquisitions | 1,449 | 1,420 |
Product liability claims | ' | 5,286 |
Other accrued liabilities | 14,352 | 13,745 |
Accrued expenses and other current liabilities, total | 39,293 | 49,861 |
Accumulated other comprehensive income (loss) | ' | ' |
Derivative instruments | -43 | 386 |
Foreign currency translation adjustment | -11,389 | -1,409 |
Unrecognized net pension gains (losses) | -16,378 | -16,663 |
Income tax (provision) benefit on derivative instruments | 63 | 63 |
Income tax (provision) benefit on pension gains (losses) | -2,437 | -2,437 |
Accumulated other comprehensive income (loss) | ($30,184) | ($20,060) |
Debt_Summary_of_longterm_debt_
Debt - Summary of long-term debt (Details) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Capitalized lease obligations | $65 | $94 |
Long-term debt and capital lease obligations, gross | 289,340 | 290,094 |
Unamortized debt discount | -677 | -703 |
Long-term debt and capital lease obligations, net | 288,663 | 289,391 |
Less: current maturities | -2,950 | -2,969 |
Long-term debt | 285,713 | 286,422 |
Term B loan due April 15, 2021 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt, gross | $289,275 | $290,000 |
Debt_Detail_Textuals
Debt (Detail Textuals) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Credit Facility | ' |
Debt Instrument [Line Items] | ' |
Outstanding borrowings | $17,140 |
Available borrowings under credit lines | $82,860 |
Covenant requirement, Beginning September 30, 2014 through June 30, 2015 | '4.50:1.00 |
Covenant requirement, Thereafter | '4.25:1.00 |
Credit Agreement | Bank of America | Term B Loans | ' |
Debt Instrument [Line Items] | ' |
Rate of interest on Term B Loan | 4.00% |
Credit Agreement | Bank of America | Term B Loans | LIBOR | ' |
Debt Instrument [Line Items] | ' |
Applicable interest rates | '3.00% |
Applicable floor rates | 1.00% |
Credit Agreement | Bank of America | Term B Loans | Base Rate | ' |
Debt Instrument [Line Items] | ' |
Applicable interest rates | '2.00% |
Credit Agreement | Bank of America | Credit Facility | LIBOR | ' |
Debt Instrument [Line Items] | ' |
Interest rate, description | '2.50% or 2.75% |
Credit Agreement | Bank of America | Credit Facility | Base Rate | ' |
Debt Instrument [Line Items] | ' |
Interest rate, description | '1.50% or 1.75% |
Credit Agreement | Bank of America | Term B Loans And Revolving Credit Facility | LIBOR | ' |
Debt Instrument [Line Items] | ' |
Basis for effective rate | '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) |
Credit Agreement | Bank of America | Term B Loans And Revolving Credit Facility | Base Rate | ' |
Debt Instrument [Line Items] | ' |
Basis for effective rate | '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 |
Warrant_and_Dividends_Detail_T
Warrant and Dividends (Detail Textuals) (USD $) | 3 Months Ended | 3 Months Ended | |||
Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Aug. 01, 2014 | |
Class A common stock | Class A common stock | Class B common stock | Class B common stock | Class B common stock | |
BFI Co., LLC ("BFI") | |||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' |
Number of warrants to purchase common stock | ' | ' | ' | ' | 386,750 |
Exercise price | ' | ' | ' | ' | $11.83 |
Net issuance of common stock | 17,442,953 | 17,442,953 | 21,512,275 | 21,348,600 | 163,675 |
Dividends per share, cash paid | $0.10 | ' | $0.10 | ' | ' |
Employee_Benefit_Plans_Net_per
Employee Benefit Plans - Net periodic pension expense (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Compensation and Retirement Disclosure [Abstract] | ' | ' |
Service cost - benefits earned during the period | $821 | $704 |
Interest cost on benefit obligation | 734 | 641 |
Expected return on plan assets | -766 | -698 |
Amortization of net actuarial (gain) loss and prior service costs | 286 | 203 |
Net periodic pension expense | $1,075 | $850 |
Income_Taxes_Detail_Textuals
Income Taxes (Detail Textuals) (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Income Tax Disclosure [Abstract] | ' |
Benefit from recognition of unrecognized tax benefits | $1,218 |
Commitments_and_Contingencies_
Commitments and Contingencies (Detail Textuals) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2012 | Sep. 30, 2014 | Jun. 30, 2014 |
Party | Current And Long term Liabilities | Current And Long term Liabilities | |
Commitments And Contingencies [Line Items] | ' | ' | ' |
Number of potentially responsible parties | 140 | ' | ' |
Accrual for environmental loss contingencies payments | ' | $7,044 | $7,273 |
Derivatives_Details
Derivatives (Details) (Options, Cash flow hedges) | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | Brazilian Real calls | Brazilian Real calls | Brazilian Real calls | Brazilian Real puts | Brazilian Real puts | Brazilian Real puts |
BRL | Level 2 | Level 2 | BRL | Level 2 | Level 2 | |
USD ($) | USD ($) | USD ($) | USD ($) | |||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' |
Notional amount | 78,000 | ' | ' | -78,000 | ' | ' |
Fair value | ' | $174 | $432 | ' | ($217) | ($46) |
Derivatives_Detail_Textuals
Derivatives (Detail Textuals) (Options, Cash flow hedges, USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Derivative [Line Items] | ' |
Unrecognized gains (losses) on derivative instruments recorded in earnings within the next twelve months | ($43) |
Other comprehensive income (loss) | ' |
Derivative [Line Items] | ' |
Unrecognized gains (losses) on derivative instruments | ($43) |
Fair_Value_Measurements_Long_T
Fair Value Measurements - Long Term Debt (Details) (Fair values, Term B Loan, USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Fair values | Term B Loan | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Long term debt fair value | $285,659 | $289,638 |
Business_Segments_Details
Business Segments (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 |
Segment Reporting Information [Line Items] | ' | ' | ' |
Net sales | $187,458 | $162,228 | ' |
Adjusted EBITDA | 30,458 | 21,598 | ' |
Depreciation and amortization | -5,353 | -5,201 | ' |
Interest expense, net | -3,490 | -8,735 | ' |
Foreign currency gains (losses), net | 1,204 | -648 | ' |
Income before income taxes | 22,819 | 7,014 | ' |
Identifiable assets | 470,820 | ' | 472,323 |
Operating Segments | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Net sales | 187,458 | 162,228 | ' |
Adjusted EBITDA | 30,458 | 21,598 | ' |
Identifiable assets | 470,820 | ' | 472,323 |
Operating Segments | Animal Health | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Net sales | 117,225 | 101,171 | ' |
Adjusted EBITDA | 32,454 | 24,107 | ' |
Identifiable assets | 356,508 | ' | 361,376 |
Operating Segments | Mineral Nutrition | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Net sales | 55,447 | 46,186 | ' |
Adjusted EBITDA | 3,479 | 2,460 | ' |
Identifiable assets | 54,827 | ' | 57,460 |
Operating Segments | Performance Products | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Net sales | 14,786 | 14,871 | ' |
Adjusted EBITDA | 1,036 | 1,096 | ' |
Identifiable assets | 23,172 | ' | 23,429 |
Corporate | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Adjusted EBITDA | -6,511 | -6,065 | ' |
Identifiable assets | $36,313 | ' | $30,058 |
Business_Segments_Detail_Textu
Business Segments (Detail Textuals) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | ||
Animal Health | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Equity method investments | $5,254 | $5,140 |
Performance Products | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Equity method investments | $522 | $479 |