Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2015 | May. 05, 2015 | |
Entity Registrant Name | PHIBRO ANIMAL HEALTH CORP | |
Entity Central Index Key | 1,069,899 | |
Trading Symbol | pahc | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q/A | |
Document Period End Date | Mar. 31, 2015 | |
Amendment Flag | true | |
Amendment Description | EXPLANATORY NOTE This Quarterly Report on Form 10-Q/A (Amendment No. 1) is being filed as an amendment to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015, which was filed with the Securities and Exchange Commission on May 11, 2015. The purpose of the amendment is to restate the consolidated financial statements for the three and nine months ended March 31, 2015 to correct errors in accounting for income taxes arising from long-term intercompany investments. We have also made necessary conforming changes in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” resulting from the corrections. This Amendment No. 1 also presents the effects of the corrections for the three months ended September 30, 2014, and the three and six months ended December 31, 2014, related to the same errors in accounting for income taxes arising from long-term intercompany investments. See footnote 2 to the consolidated financial statements for the effects of the corrections. The corrections did not affect revenues, operating expenses or cash flows and did not affect non-GAAP financial measures of adjusted EBITDA, adjusted net income or adjusted net income per share. Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—General description of non-GAAP financial measures” in this Amendment No. 1 for a description of non-GAAP financial measures. Adjusted net income per share is derived by dividing adjusted net income by the weighted average number of common shares outstanding during the period. This Form 10Q/A speaks as of the filing date of the original Form 10-Q, and it does not reflect events occurring after the filing of the original 10-Q, nor does it modify or update those disclosures presented therein, except with regard to the modifications described above. | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Class A common stock | ||
Entity Common Stock, Shares Outstanding | 17,499,793 | |
Class B common stock | ||
Entity Common Stock, Shares Outstanding | 21,512,275 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | ||||
Net sales | $ 187,495 | $ 173,267 | $ 563,641 | $ 508,237 |
Cost of goods sold | 128,385 | 120,425 | 388,117 | 354,727 |
Gross profit | 59,110 | 52,842 | 175,524 | 153,510 |
Selling, general and administrative expenses | 37,297 | 35,520 | 108,819 | 102,773 |
Operating income | 21,813 | 17,322 | 66,705 | 50,737 |
Interest expense | 3,662 | 7,805 | 10,764 | 23,362 |
Interest expense, stockholders | 1,005 | 3,014 | ||
Interest (income) | (60) | (66) | (157) | (178) |
Foreign currency (gains) losses, net | (4,633) | 275 | (6,855) | 2,088 |
Income before income taxes | 22,844 | 8,303 | 62,953 | 22,451 |
Provision for income taxes | 6,148 | 1,933 | 13,077 | 7,936 |
Net income | $ 16,696 | $ 6,370 | $ 49,876 | $ 14,515 |
Net income per share: | ||||
basic (in dollars per share) | $ 0.43 | $ 0.21 | $ 1.28 | $ 0.48 |
diluted (in dollars per share) | $ 0.42 | $ 0.21 | $ 1.25 | $ 0.48 |
Weighted average common shares outstanding: | ||||
basic (in shares) | 38,998 | 30,458 | 38,951 | 30,458 |
diluted (in shares) | 39,919 | 30,657 | 39,766 | 30,525 |
Dividends per share | $ 0.10 | $ 0.82 | $ 0.30 | $ 0.82 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 16,696 | $ 6,370 | $ 49,876 | $ 14,515 |
Fair value of derivative instruments | (2,624) | 572 | (3,347) | 709 |
Foreign currency translation adjustment | (16,673) | 2,373 | (34,011) | (762) |
Unrecognized net pension gains (losses) | 351 | 249 | 1,053 | 678 |
(Provision) benefit for income taxes | 2,729 | 221 | 5,435 | |
Other comprehensive income (loss) | (16,217) | 3,415 | (30,870) | 625 |
Comprehensive income (loss) | $ 479 | $ 9,785 | $ 19,006 | $ 15,140 |
CONSOLIDATED BALANCE SHEETS (un
CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Mar. 31, 2015 | Jun. 30, 2014 |
ASSETS | ||
Cash and cash equivalents | $ 20,804 | $ 11,821 |
Accounts receivable, net | 115,152 | 113,858 |
Inventories, net | 136,368 | 143,184 |
Prepaid expenses and other current assets | 27,728 | 30,426 |
Total current assets | 300,052 | 299,289 |
Property, plant and equipment, net | 99,041 | 109,159 |
Intangibles, net | 38,756 | 29,803 |
Other assets | 34,489 | 34,072 |
Total assets | 472,338 | 472,323 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Current portion of long-term debt | 2,813 | 2,969 |
Accounts payable | 56,920 | 59,608 |
Accrued expenses and other current liabilities | 45,751 | 49,861 |
Total current liabilities | 105,484 | 112,438 |
Long-term debt | 284,410 | 286,422 |
Other liabilities | 59,365 | 58,314 |
Total liabilities | $ 449,259 | $ 457,174 |
Commitments and contingencies (Note 11) | ||
Common stock, par value $0.0001; 300,000,000 Class A shares authorized, 17,495,083 and 17,442,953 shares issued and outstanding at March 31, 2015 and June 30, 2014, respectively; 30,000,000 Class B shares authorized, 21,512,275 and 21,348,600 shares issued and outstanding at March 31, 2015 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 | $ 121,377 | $ 132,453 |
Accumulated deficit | (47,372) | (97,248) |
Accumulated other comprehensive income (loss) | (50,930) | (20,060) |
Total stockholders' equity | 23,079 | 15,149 |
Total liabilities and stockholders' equity | $ 472,338 | $ 472,323 |
CONSOLIDATED BALANCE SHEETS (u5
CONSOLIDATED BALANCE SHEETS (unaudited) (Parentheticals) - $ / shares | Mar. 31, 2015 | Jun. 30, 2014 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
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 | 17,495,083 | 17,442,953 |
Common stock, shares outstanding | 17,495,083 | 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 CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
OPERATING ACTIVITIES | ||
Net income | $ 49,876 | $ 14,515 |
Adjustments to reconcile net income to net cash provided (used) by operating activities: | ||
Depreciation and amortization | 15,950 | 15,615 |
Amortization of deferred financing costs and debt discount | 725 | $ 1,182 |
Acquisition related accrued compensation | 327 | |
Acquisition related accrued interest | 235 | |
Deferred income taxes | 3,331 | $ 661 |
Foreign currency (gains) losses, net | (4,587) | 1,550 |
Other | (40) | (374) |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (6,879) | (8,769) |
Inventories, net | (6,733) | (3,802) |
Prepaid expenses and other current assets | 1,449 | (1,168) |
Other assets | 105 | (1,420) |
Accounts payable | (1,199) | 2,752 |
Accrued interest | 70 | (6,893) |
Accrued expenses and other liabilities | (5,788) | 2,781 |
Net cash provided (used) by operating activities | 46,842 | 16,630 |
INVESTING ACTIVITIES | ||
Capital expenditures | (13,103) | $ (14,248) |
Business acquisition | (5,000) | |
Other, net | (4,002) | $ 110 |
Net cash provided (used) by investing activities | (22,105) | (14,138) |
FINANCING ACTIVITIES | ||
Borrowings under the domestic senior and revolving credit facility | 2,000 | 145,000 |
Repayments of the domestic senior and revolving credit facility | (2,000) | (136,500) |
Payments of long-term debt, capital leases and other | (3,358) | $ (2,040) |
Proceeds from new common shares issued | 616 | |
Dividends paid | (11,692) | $ (25,000) |
Net cash provided (used) by financing activities | (14,434) | (18,540) |
Effect of exchange rate changes on cash | (1,320) | (342) |
Net increase (decrease) in cash and cash equivalents | 8,983 | (16,390) |
Cash and cash equivalents at beginning of period | 11,821 | 27,369 |
Cash and cash equivalents at end of period | 20,804 | $ 10,979 |
Non-cash investing and financing activities | ||
Business acquisition | $ 7,360 | |
Capital/leasehold improvements | $ 1,315 | |
Capital lease additions | $ 29 |
Description of Business
Description of Business | 9 Months Ended |
Mar. 31, 2015 | |
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 and nine months ended March 31, 2015 and 2014, 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”), filed with the Securities and Exchange Commission on September 18, 2014 (File no. 001-36410). 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. |
Correction of Interim Consolida
Correction of Interim Consolidated Financial Statements | 9 Months Ended |
Mar. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Correction of Interim Consolidated Financial Statements | 2. Correction of Interim Consolidated Financial Statements This Amendment No. 1 corrects our previously issued interim consolidated financial statements for the three and nine months ended March 31, 2015 to correct errors in accounting for income taxes arising from long-term intercompany investments. We incorrectly recorded benefits in the provision for income taxes instead of recording the benefits in other comprehensive income. The correcting adjustments increased the provision for income taxes, reduced net income and increased other comprehensive income. We have restated the three and nine months ended March 31, 2015, because we concluded the corrections were material to the interim consolidated financial statements. This Amendment No. 1 also presents the effects of the corrections on the three months ended September 30, 2014, and the three and six months ended December 31, 2014. We concluded the corrections were not material to those periods. We will revise in future filings the consolidated financial statements for the three months ended September 30, 2014, and the three and six months ended December 31, 2014. Consolidated statements of operations Three Three Three Six Months Nine For the Periods Ended September 30, 2014 December 31, 2014 March 31, 2015 December 31, 2014 March 31, 2015 (in thousands, except per share amount) As reported Provision (benefit) for income taxes $ 2,338 $ 1,885 $ 3,419 $ 4,223 $ 7,642 Net income (loss) 20,481 15,405 19,425 35,886 55,311 Net income (loss) per share – basic 0.53 0.40 0.50 0.92 1.42 Net income (loss) per share – diluted 0.52 0.39 0.49 0.90 1.39 Correction Provision (benefit) for income taxes $ 1,549 $ 1,157 $ 2,729 $ 2,706 $ 5,435 Net income (loss) (1,549 ) (1,157 ) (2,729 ) (2,706 ) (5,435 ) Net income (loss) per share – basic (0.04 ) (0.03 ) (0.07 ) (0.07 ) (0.14 ) Net income (loss) per share – diluted (0.04 ) (0.03 ) (0.07 ) (0.07 ) (0.14 ) As corrected Provision (benefit) for income taxes $ 3,887 $ 3,042 $ 6,148 $ 6,929 $ 13,077 Net income (loss) 18,932 14,248 16,696 33,180 49,876 Net income (loss) per share – basic 0.49 0.37 0.43 0.85 1.28 Net income (loss) per share – diluted 0.48 0.36 0.42 0.84 1.25 Certain amounts may reflect rounding adjustments Consolidated statements of comprehensive income Three Three Three Six Months Nine For the Periods Ended September 30, 2014 December 31, 2014 March 31, 2015 December 31, 2014 March 31, 2015 (in thousands) As reported Net income (loss) $ 20,481 $ 15,405 $ 19,425 $ 35,886 $ 55,311 Other comprehensive income (loss) (10,124 ) (7,235 ) (18,946 ) (17,359 ) (36,305 ) Comprehensive income (loss) 10,357 8,170 479 18,527 19,006 Correction Net income (loss) $ (1,549 ) $ (1,157 ) $ (2,729 ) $ (2,706 ) $ (5,435 ) Other comprehensive income (loss) 1,549 1,157 2,729 2,706 5,435 Comprehensive income (loss) — — — — — As corrected Net income (loss) $ 18,932 $ 14,248 $ 16,696 $ 33,180 $ 49,876 Other comprehensive income (loss) (8,575 ) (6,078 ) (16,217 ) (14,653 ) (30,870 ) Comprehensive income (loss) 10,357 8,170 479 18,527 19,006 Consolidated balance sheets As of September 30, 2014 December 31, 2014 March 31, 2015 (in thousands) As reported Accumulated deficit $ (76,767 ) $ (61,362 ) $ (41,937 ) Accumulated other comprehensive income (loss) (30,184 ) (37,419 ) (56,365 ) Total stockholders’ equity 21,610 26,043 23,079 Correction Accumulated deficit $ (1,549 ) $ (2,706 ) $ (5,435 ) Accumulated other comprehensive income (loss) 1,549 2,706 5,435 Total stockholders’ equity — — — As corrected Accumulated deficit $ (78,316 ) $ (64,068 ) $ (47,372 ) Accumulated other comprehensive income (loss) (28,635 ) (34,713 ) (50,930 ) Total stockholders’ equity 21,610 26,043 23,079 Consolidated statements of cash flows Three Months Six Months Nine Months For the Periods Ended September 30, 2014 December 31, 2014 March 31, 2015 (in thousands) As reported Net income (loss) $ 20,481 $ 35,886 $ 55,311 Deferred income tax (1,003 ) (2,530 ) (2,104 ) Net cash provided (used) by operating activities 17,360 25,763 46,842 Correction Net income (loss) $ (1,549 ) $ (2,706 ) $ (5,435 ) Deferred income tax 1,549 2,706 5,435 Net cash provided (used) by operating activities — — — As corrected Net income (loss) $ 18,932 $ 33,180 $ 49,876 Deferred income tax 546 176 3,331 Net cash provided (used) by operating activities 17,360 25,763 46,842 |
Summary of Significant Accounti
Summary of Significant Accounting Policies and New Accounting Standards | 9 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and New Accounting Standards | 3. 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 March 31, 2015, 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 three and nine month periods ended March 31, 2015, all stock options and warrants were included in the calculation of diluted net income per share. For the three and nine month periods ended March 31, 2014, all stock options and warrants were included in the calculation of diluted net income per share for the period from February 15, 2014 to March 31, 2014, with a market value of $15.00 per share. For periods prior to February 15, 2014, all stock options and warrants were excluded from the calculation of diluted net income per share because the assumed exercise of the stock options and warrants would have been anti-dilutive. Three Months Nine Months For the Periods Ended March 31 2015 2014 2015 2014 (Restated) (Restated) Net income $ 16,696 $ 6,370 $ 49,876 $ 14,515 Weighted average number of shares – basic 38,998 30,458 38,951 30,458 Dilutive effect of stock options and warrant 921 199 815 67 Weighted average number of shares – diluted 39,919 30,657 39,766 30,525 Net income per share: basic $ 0.43 $ 0.21 $ 1.28 $ 0.48 diluted $ 0.42 $ 0.21 $ 1.25 $ 0.48 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, ASU 2014-09, Revenue from Contracts with Customers (Topic 606), ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, 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. ASU 2015-01, Income Statement—Extraordinary and Unusual Items (Subtopic 225-20), |
MJB Transactions
MJB Transactions | 9 Months Ended |
Mar. 31, 2015 | |
Collaboration And Distribution Agreement [Abstract] | |
MJB Transactions | 4. MJB Transactions In January 2015, we entered into a Collaboration and Distribution Agreement (the “Collaboration Agreement”) with MJ Biologics, Inc. (“MJB”), pursuant to which we and MJB will collaborate on the development of certain animal vaccines and MJB granted us an exclusive license to manufacture and distribute, in North America, any vaccine product currently being developed or sold by MJB or any other product which is developed under the Collaboration Agreement. We will reimburse MJB’s cost of goods, make certain minimum base payments of $200 per month to MJB during the term of the Collaboration Agreement, subject to certain offset provisions, and pay 50% of all gross margins over $400 per month to MJB. We also entered into a Technology License Agreement (the “License Agreement”) with MJB, pursuant to which MJB granted us an exclusive license to develop, manufacture and commercialize, outside of North America, vaccine products using MJB’s patents and know-how. We will make quarterly royalty payments to MJB in an amount equal to a specified percentage of net sales outside of North America. Unless otherwise terminated due to material breach or bankruptcy, the Collaboration Agreement and the License Agreement will continue in effect until the earlier of the Closing Date of the Purchase Agreement described below or the termination of the Purchase Agreement without the Closing occurring thereunder. We also entered into an Intellectual Property Purchase Agreement (the “Purchase Agreement”) with MJB, pursuant to which we will acquire the intellectual property and certain other assets comprising MJB’s business relating to animal vaccines. The closing date of the acquisition (the “Closing” or the “Closing Date”) is anticipated to occur on or before January 1, 2021, subject to certain closing conditions. Upon the occurrence of certain events, the Closing of the Purchase Agreement will occur prior to the scheduled Closing Date. Under the terms of the Purchase Agreement, we made an upfront payment to MJB of $5,000 and agreed to pay MJB a “Closing Payment” at Closing in an amount to be calculated based on the worldwide net sales of MJB’s vaccines for the twelve months immediately prior to the Closing Date. The Closing Payment will not be less than $10,000, subject to offset in certain limited circumstances. In addition, MJB will be entitled to receive earn-out payments, from the Closing Date through December 31, 2030, based on (i) a single-digit percentage of the net sales of any “Royalty Product” (as defined in the License Agreement) that we sell commercially in North America, and (ii) a single-digit percentage of the net sales of any Royalty Product that we sell commercially outside of North America, at the time of or after the Closing. In connection with this transaction, we also made a loan of $5,000 to MJB’s sole shareholder, which matures on the Closing Date. The loan bears interest at a variable rate equal to LIBOR plus 300 basis points, and accrued interest shall be paid semi-annually on each July 1 and January 1. The unpaid principal amount of the loan, together with all outstanding and unpaid interest, will be due and payable at Closing or over a period ending January 2025 in the event of a termination of the Purchase Agreement by us or upon the occurrence of certain customary events of default. We have accounted for the MJB transaction as a business combination in accordance with FASB Accounting Standards Codification (“ASC”) 805, “Business Combinations.” We have recorded intangible assets of $12,360 and a long-term liability of $7,360, net of the upfront payment, payable at the Closing Date and during the earn-out period. The closing payment will also include $5,040 (pro-rated on a monthly basis), conditional upon continuing service of a key employee through January 2018; this amount will be recognized as compensation expense over the service period. As of March 31, 2015, $327 of accrued compensation was recognized and included in the long-term liability. We determined the preliminary fair value of the identifiable intangible assets based on the present value of the estimated projected cash flows and assigned a preliminary useful life of 16 years. We determined the fair value of the future consideration payable based on the present value of the estimated payments due at the Closing Date and for estimated payments due during the earn-out period, based on projected revenues. The fair value measurements are based on significant inputs not observable in the market and represent a Level 3 measurement within the fair value hierarchy. The fair value of the consideration payable is based on factors including estimated cash flow projections and a risk-adjusted discount rate. The fair value of the consideration payable will be evaluated at each reporting date and changes in the fair value will be recorded in the statement of operations. The preliminary purchase price allocation will be finalized during the measurement period, which is no later than one year from the acquisition date. To assist us in determining the fair value of the net assets acquired at the acquisition date, we expect to obtain information related to the fair values of intangible assets acquired, consideration payable, income taxes and goodwill, if any. The results of operations of MJB were not material for the period from the date of acquisition to March 31, 2015. Pro forma information giving effect to the acquisition has not been provided because the results are not material to the consolidated financial statements. |
Statements of Operations-Additi
Statements of Operations-Additional Information | 9 Months Ended |
Mar. 31, 2015 | |
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 2015 2014 2015 2014 Depreciation and amortization Depreciation of property, plant and equipment $ 4,066 $ 3,920 $ 12,417 $ 11,878 Amortization of intangible assets 1,233 1,202 3,359 3,737 Amortization of other assets 57 — 174 — $ 5,356 $ 5,122 $ 15,950 $ 15,615 |
Balance Sheets-Additional Infor
Balance Sheets-Additional Information | 9 Months Ended |
Mar. 31, 2015 | |
Balance Sheets Additional Information [Abstract] | |
Balance Sheets-Additional Information | 6. Balance Sheets—Additional Information As of March 31, 2015 June 30, 2014 Inventories Raw materials $ 38,503 $ 44,306 Work-in-process 7,030 7,518 Finished goods 90,835 91,360 $ 136,368 $ 143,184 As of March 31, 2015 June 30, 2014 Goodwill roll-forward Balance at beginning and end of period $ 12,613 $ 12,613 As of March 31, 2015 June 30, 2014 Accrued expenses and other current liabilities Employee related accruals $ 17,837 $ 20,813 Commissions and rebates 3,814 2,973 Insurance related 1,287 1,395 Professional fees 4,089 4,229 Deferred consideration on acquisitions 1,518 1,420 Product liability claims — 5,286 Other accrued liabilities 17,206 13,745 $ 45,751 $ 49,861 As of March 31, 2015 June 30, 2014 (Restated) Accumulated other comprehensive income (loss) Derivative instruments $ (2,961 ) $ 386 Foreign currency translation adjustment (35,420 ) (1,409 ) Unrecognized net pension gains (losses) (15,610 ) (16,663 ) Income tax (provision) benefit on derivative instruments 63 63 Income tax (provision) benefit on long-term intercompany investments 5,435 — Income tax (provision) benefit on pension gains (losses) (2,437 ) (2,437 ) $ (50,930 ) $ (20,060 ) 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 $4,364 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. |
Debt
Debt | 9 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt Revolving Credit Facility and Term B Loan We have two credit facilities: a revolving credit facility (the “Revolver”) for short term borrowing, and a term B loan (the “Term B Loan,” and together with the Revolver, the “Credit Facilities”). Borrowings under 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 Revolver 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 March 31, 2015. As of March 31, 2015, we had no outstanding borrowings under the Revolver and had outstanding letters of credit and other commitments of $14,393, leaving $85,607 available for future borrowings under this agreement. 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 generally less than one year. The Revolver 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 measurement periods thereafter. As of March 31, 2015, we were in compliance with the covenants of the Credit Facilities. Long-Term Debt As of March 31, June 30, Term B loan due April 15, 2021 $ 287,825 $ 290,000 Capitalized lease obligations 24 94 287,849 290,094 Unamortized debt discount (626 ) (703 ) 287,223 289,391 Less: current maturities (2,813 ) (2,969 ) $ 284,410 $ 286,422 |
Warrant and Dividends
Warrant and Dividends | 9 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Warrant and Dividends | 8. Warrant and Dividends Class B Common Stock Warrant On August 1, 2014, a common stock purchase warrant for the purchase of 387 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 164 shares of Class B common stock to BFI. Dividends In September 2014, December 2014 and February 2015, we paid $0.10 per share quarterly dividends 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 | 9 Months Ended |
Mar. 31, 2015 | |
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 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. The following table details the net periodic pension expense: Three Months Nine Months For the Periods Ended March 31 2015 2014 2015 2014 Service cost – benefits earned during the period $ 739 $ 535 $ 2,217 $ 1,843 Interest cost on benefit obligation 654 532 1,963 1,750 Expected return on plan assets (707 ) (476 ) (2,121 ) (1,751 ) Amortization of net actuarial loss and prior service costs 351 249 1,053 678 Net periodic pension expense $ 1,037 $ 840 $ 3,112 $ 2,520 |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes For the three and nine months ended March 31, 2015, the Company’s income tax provision is comprised primarily of income taxes relating to profitable foreign jurisdictions. For the nine months ended March 31, 2015, this provision was partially offset by a benefit of $1,218 recognition of certain previously unrecognized tax benefits. The provision for income taxes on domestic pre-tax income was substantially offset by the utilization of domestic net operating losses that previously had been offset by a valuation allowance. We review the realizability of our deferred tax assets on a quarterly basis, or whenever events or changes in circumstances indicate that a review is required. We continue to maintain a full valuation allowance against the majority of our deferred tax assets from domestic and certain foreign jurisdictions. We have evaluated the positive and negative evidence relating to the valuation allowances related to certain of these deferred tax assets, and as of March 31, 2015 have determined that we will continue to maintain a full valuation allowance against these deferred tax assets. We will continue to evaluate the necessity of these valuation allowances in future periods, and to the extent that a positive earnings trend continues, a significant portion of these allowances may be released in future periods. 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. Income 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 | 9 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. 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 a facility in Santa Fe Springs, California, operated by our subsidiary Phibro-Tech, Inc. (“Phibro-Tech”). 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 $6,914 and $7,273 at March 31, 2015, 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 | 9 Months Ended |
Mar. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | 12. 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 value of the derivative, related to a hedged asset or liability (the effective portion), in accumulated other comprehensive income (loss). As the hedged item is realized, we reverse the gain or loss recorded in accumulated other comprehensive income (loss) to the consolidated statements of operations on the same line where the hedged item is charged when released/sold. 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). These derivatives generally have an expiration/maturity of two years or less and are intended to hedge cash flows related to the purchase of inventory. 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 in the period of the assessment, and immediately recognize any unrealized gains or losses related to the fair value of that derivative in the consolidated statements of operations. We record derivatives at fair value in the consolidated balance sheets. 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 March 31, 2015, the following table details the Company’s outstanding derivatives that are designated and effective as cash flow hedges: Instrument Hedge Notional Fair value as of March 31, June 30, Options Brazilian Real calls R$136,500 $ 327 $ 432 Options Brazilian Real puts R$(136,500) $ (3,288 ) $ (46 ) The unrecognized gains (losses) at March 31, 2015, are unrealized and will fluctuate relative to the value of future exchange rates until the derivative contracts mature. Of the $(2,961) of unrecognized gain (losses) on derivative instruments included in accumulated other comprehensive income (loss) at March 31, 2015, we anticipate that $(1,800) of the current fair value will be recognized into earnings within the next twelve months. We recognize gains (losses) related to these derivative instruments as a component of cost of goods sold at the time the hedged item is sold. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Mar. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 13. Fair Value Measurements In assessing the fair value of financial instruments at March 31, 2015, 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 and Other Long Term Liabilities We estimated the fair value of the Term B Loan based on quoted broker prices (Level 2 inputs per ASC 820). We estimated the fair value of the deferred consideration on acquisition using the income approach, based on the Company’s current sales forecast related to the acquired business (Level 3 inputs per ASC 820). For the fair value of the derivative instruments, see “Notes to the Consolidated Financial Statements—Derivatives.” As of March 31, June 30, Fair values Term B Loan $ 285,666 $ 289,638 Deferred consideration on acquisition 7,360 — |
Business Segments
Business Segments | 9 Months Ended |
Mar. 31, 2015 | |
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, 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 Nine Months For the Periods Ended March 31 2015 2014 2015 2014 Net sales Animal Health $ 117,346 $ 107,808 $ 353,356 $ 316,945 Mineral Nutrition 57,320 49,901 171,509 146,720 Performance Products 12,829 15,558 38,776 44,572 $ 187,495 $ 173,267 $ 563,641 $ 508,237 Adjusted EBITDA Animal Health $ 29,629 $ 25,505 $ 90,379 $ 74,134 Mineral Nutrition 3,761 2,807 10,994 8,145 Performance Products 994 906 2,192 3,105 Corporate (6,888 ) (6,774 ) (20,583 ) (19,032 ) $ 27,496 $ 22,444 $ 82,982 $ 66,352 Three Months Nine Months For the Periods Ended March 31 2015 2014 2015 2014 Reconciliation of Adjusted EBITDA to income before income taxes Adjusted EBITDA $ 27,496 $ 22,444 $ 82,982 $ 66,352 Depreciation and amortization (5,356 ) (5,122 ) (15,950 ) (15,615 ) Interest expense, net (3,602 ) (8,744 ) (10,607 ) (26,198 ) Foreign currency gains (losses), net 4,633 (275 ) 6,855 (2,088 ) Acquisition related accrued compensation (327 ) — (327 ) — Income before income taxes $ 22,844 $ 8,303 $ 62,953 $ 22,451 As of March 31, June 30, Identifiable assets Animal Health $ 351,881 $ 361,376 Mineral Nutrition 58,887 57,460 Performance Products 21,827 23,429 Corporate 39,743 30,058 $ 472,338 $ 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 $4,364 and $5,140 as of March 31, 2015, and June 30, 2014, respectively. The Performance Products segment includes an investment in equity method investee of $451 and $479 as of March 31, 2015, and June 30, 2014, respectively. Corporate includes all cash and cash equivalents. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies and New Accounting Standards (Policies) | 9 Months Ended |
Mar. 31, 2015 | |
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 three and nine month periods ended March 31, 2015, all stock options and warrants were included in the calculation of diluted net income per share. For the three and nine month periods ended March 31, 2014, all stock options and warrants were included in the calculation of diluted net income per share for the period from February 15, 2014 to March 31, 2014, with a market value of $15.00 per share. For periods prior to February 15, 2014, all stock options and warrants were excluded from the calculation of diluted net income per share because the assumed exercise of the stock options and warrants would have been anti-dilutive. Three Months Nine Months For the Periods Ended March 31 2015 2014 2015 2014 (Restated) (Restated) Net income $ 16,696 $ 6,370 $ 49,876 $ 14,515 Weighted average number of shares – basic 38,998 30,458 38,951 30,458 Dilutive effect of stock options and warrant 921 199 815 67 Weighted average number of shares – diluted 39,919 30,657 39,766 30,525 Net income per share: basic $ 0.43 $ 0.21 $ 1.28 $ 0.48 diluted $ 0.42 $ 0.21 $ 1.25 $ 0.48 |
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, ASU 2014-09, Revenue from Contracts with Customers (Topic 606), ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, 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. ASU 2015-01, Income Statement—Extraordinary and Unusual Items (Subtopic 225-20), |
Correction of Interim Consoli22
Correction of Interim Consolidated Financial Statements (Tables) | 9 Months Ended |
Mar. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of error corrections and prior period adjustments | Consolidated statements of operations Three Three Three Six Months Nine For the Periods Ended September 30, 2014 December 31, 2014 March 31, 2015 December 31, 2014 March 31, 2015 (in thousands, except per share amount) As reported Provision (benefit) for income taxes $ 2,338 $ 1,885 $ 3,419 $ 4,223 $ 7,642 Net income (loss) 20,481 15,405 19,425 35,886 55,311 Net income (loss) per share – basic 0.53 0.40 0.50 0.92 1.42 Net income (loss) per share – diluted 0.52 0.39 0.49 0.90 1.39 Correction Provision (benefit) for income taxes $ 1,549 $ 1,157 $ 2,729 $ 2,706 $ 5,435 Net income (loss) (1,549 ) (1,157 ) (2,729 ) (2,706 ) (5,435 ) Net income (loss) per share – basic (0.04 ) (0.03 ) (0.07 ) (0.07 ) (0.14 ) Net income (loss) per share – diluted (0.04 ) (0.03 ) (0.07 ) (0.07 ) (0.14 ) As corrected Provision (benefit) for income taxes $ 3,887 $ 3,042 $ 6,148 $ 6,929 $ 13,077 Net income (loss) 18,932 14,248 16,696 33,180 49,876 Net income (loss) per share – basic 0.49 0.37 0.43 0.85 1.28 Net income (loss) per share – diluted 0.48 0.36 0.42 0.84 1.25 Certain amounts may reflect rounding adjustments Consolidated statements of comprehensive income Three Three Three Six Months Nine For the Periods Ended September 30, 2014 December 31, 2014 March 31, 2015 December 31, 2014 March 31, 2015 (in thousands) As reported Net income (loss) $ 20,481 $ 15,405 $ 19,425 $ 35,886 $ 55,311 Other comprehensive income (loss) (10,124 ) (7,235 ) (18,946 ) (17,359 ) (36,305 ) Comprehensive income (loss) 10,357 8,170 479 18,527 19,006 Correction Net income (loss) $ (1,549 ) $ (1,157 ) $ (2,729 ) $ (2,706 ) $ (5,435 ) Other comprehensive income (loss) 1,549 1,157 2,729 2,706 5,435 Comprehensive income (loss) — — — — — As corrected Net income (loss) $ 18,932 $ 14,248 $ 16,696 $ 33,180 $ 49,876 Other comprehensive income (loss) (8,575 ) (6,078 ) (16,217 ) (14,653 ) (30,870 ) Comprehensive income (loss) 10,357 8,170 479 18,527 19,006 Consolidated balance sheets As of September 30, 2014 December 31, 2014 March 31, 2015 (in thousands) As reported Accumulated deficit $ (76,767 ) $ (61,362 ) $ (41,937 ) Accumulated other comprehensive income (loss) (30,184 ) (37,419 ) (56,365 ) Total stockholders’ equity 21,610 26,043 23,079 Correction Accumulated deficit $ (1,549 ) $ (2,706 ) $ (5,435 ) Accumulated other comprehensive income (loss) 1,549 2,706 5,435 Total stockholders’ equity — — — As corrected Accumulated deficit $ (78,316 ) $ (64,068 ) $ (47,372 ) Accumulated other comprehensive income (loss) (28,635 ) (34,713 ) (50,930 ) Total stockholders’ equity 21,610 26,043 23,079 Consolidated statements of cash flows Three Months Six Months Nine Months For the Periods Ended September 30, 2014 December 31, 2014 March 31, 2015 (in thousands) As reported Net income (loss) $ 20,481 $ 35,886 $ 55,311 Deferred income tax (1,003 ) (2,530 ) (2,104 ) Net cash provided (used) by operating activities 17,360 25,763 46,842 Correction Net income (loss) $ (1,549 ) $ (2,706 ) $ (5,435 ) Deferred income tax 1,549 2,706 5,435 Net cash provided (used) by operating activities — — — As corrected Net income (loss) $ 18,932 $ 33,180 $ 49,876 Deferred income tax 546 176 3,331 Net cash provided (used) by operating activities 17,360 25,763 46,842 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies and New Accounting Standards (Tables) | 9 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of net income per share and weighted average shares | Three Months Nine Months For the Periods Ended March 31 2015 2014 2015 2014 (Restated) (Restated) Net income $ 16,696 $ 6,370 $ 49,876 $ 14,515 Weighted average number of shares – basic 38,998 30,458 38,951 30,458 Dilutive effect of stock options and warrant 921 199 815 67 Weighted average number of shares – diluted 39,919 30,657 39,766 30,525 Net income per share: basic $ 0.43 $ 0.21 $ 1.28 $ 0.48 diluted $ 0.42 $ 0.21 $ 1.25 $ 0.48 |
Statements of Operations-Addi24
Statements of Operations-Additional Information (Tables) | 9 Months Ended |
Mar. 31, 2015 | |
Supplemental Income Statement Elements [Abstract] | |
Schedule of additional information of statements of operations | Three Months Nine Months For the Periods Ended March 31 2015 2014 2015 2014 Depreciation and amortization Depreciation of property, plant and equipment $ 4,066 $ 3,920 $ 12,417 $ 11,878 Amortization of intangible assets 1,233 1,202 3,359 3,737 Amortization of other assets 57 — 174 — $ 5,356 $ 5,122 $ 15,950 $ 15,615 |
Balance Sheets-Additional Inf25
Balance Sheets-Additional Information (Tables) | 9 Months Ended |
Mar. 31, 2015 | |
Balance Sheets Additional Information [Abstract] | |
Schedule of additional information of balance sheets | As of March 31, 2015 June 30, 2014 Inventories Raw materials $ 38,503 $ 44,306 Work-in-process 7,030 7,518 Finished goods 90,835 91,360 $ 136,368 $ 143,184 As of March 31, 2015 June 30, 2014 Goodwill roll-forward Balance at beginning and end of period $ 12,613 $ 12,613 As of March 31, 2015 June 30, 2014 Accrued expenses and other current liabilities Employee related accruals $ 17,837 $ 20,813 Commissions and rebates 3,814 2,973 Insurance related 1,287 1,395 Professional fees 4,089 4,229 Deferred consideration on acquisitions 1,518 1,420 Product liability claims — 5,286 Other accrued liabilities 17,206 13,745 $ 45,751 $ 49,861 As of March 31, 2015 June 30, 2014 (Restated) Accumulated other comprehensive income (loss) Derivative instruments $ (2,961 ) $ 386 Foreign currency translation adjustment (35,420 ) (1,409 ) Unrecognized net pension gains (losses) (15,610 ) (16,663 ) Income tax (provision) benefit on derivative instruments 63 63 Income tax (provision) benefit on long-term intercompany investments 5,435 — Income tax (provision) benefit on pension gains (losses) (2,437 ) (2,437 ) $ (50,930 ) $ (20,060 ) |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of long term debt | As of March 31, June 30, Term B loan due April 15, 2021 $ 287,825 $ 290,000 Capitalized lease obligations 24 94 287,849 290,094 Unamortized debt discount (626 ) (703 ) 287,223 289,391 Less: current maturities (2,813 ) (2,969 ) $ 284,410 $ 286,422 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
Mar. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of net periodic pension expense | Three Months Nine Months For the Periods Ended March 31 2015 2014 2015 2014 Service cost – benefits earned during the period $ 739 $ 535 $ 2,217 $ 1,843 Interest cost on benefit obligation 654 532 1,963 1,750 Expected return on plan assets (707 ) (476 ) (2,121 ) (1,751 ) Amortization of net actuarial loss and prior service costs 351 249 1,053 678 Net periodic pension expense $ 1,037 $ 840 $ 3,112 $ 2,520 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Mar. 31, 2015 | |
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 March 31, June 30, Options Brazilian Real calls R$136,500 $ 327 $ 432 Options Brazilian Real puts R$(136,500) $ (3,288 ) $ (46 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Mar. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of term loan and deferred consideration on acquisition | As of March 31, June 30, Fair values Term B Loan $ 285,666 $ 289,638 Deferred consideration on acquisition 7,360 — |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Mar. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of information regarding reportable segments | Three Months Nine Months For the Periods Ended March 31 2015 2014 2015 2014 Net sales Animal Health $ 117,346 $ 107,808 $ 353,356 $ 316,945 Mineral Nutrition 57,320 49,901 171,509 146,720 Performance Products 12,829 15,558 38,776 44,572 $ 187,495 $ 173,267 $ 563,641 $ 508,237 Adjusted EBITDA Animal Health $ 29,629 $ 25,505 $ 90,379 $ 74,134 Mineral Nutrition 3,761 2,807 10,994 8,145 Performance Products 994 906 2,192 3,105 Corporate (6,888 ) (6,774 ) (20,583 ) (19,032 ) $ 27,496 $ 22,444 $ 82,982 $ 66,352 Three Months Nine Months For the Periods Ended March 31 2015 2014 2015 2014 Reconciliation of Adjusted EBITDA to income before income taxes Adjusted EBITDA $ 27,496 $ 22,444 $ 82,982 $ 66,352 Depreciation and amortization (5,356 ) (5,122 ) (15,950 ) (15,615 ) Interest expense, net (3,602 ) (8,744 ) (10,607 ) (26,198 ) Foreign currency gains (losses), net 4,633 (275 ) 6,855 (2,088 ) Acquisition related accrued compensation (327 ) — (327 ) — Income before income taxes $ 22,844 $ 8,303 $ 62,953 $ 22,451 As of March 31, June 30, Identifiable assets Animal Health $ 351,881 $ 361,376 Mineral Nutrition 58,887 57,460 Performance Products 21,827 23,429 Corporate 39,743 30,058 $ 472,338 $ 472,323 |
Correction of Interim Consoli31
Correction of Interim Consolidated Financial Statements (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Consolidated statements of operations | |||||||
Provision (benefit) for income taxes | $ 6,148 | $ 3,042 | $ 3,887 | $ 1,933 | $ 6,929 | $ 13,077 | $ 7,936 |
Net income (loss) | $ 16,696 | $ 14,248 | $ 18,932 | $ 6,370 | $ 33,180 | $ 49,876 | $ 14,515 |
Net income (loss) per share - basic | $ 0.43 | $ 0.37 | $ 0.49 | $ 0.21 | $ 0.85 | $ 1.28 | $ 0.48 |
Net income (loss) per share - diluted | $ 0.42 | $ 0.36 | $ 0.48 | $ 0.21 | $ 0.84 | $ 1.25 | $ 0.48 |
As reported | |||||||
Consolidated statements of operations | |||||||
Provision (benefit) for income taxes | $ 3,419 | $ 1,885 | $ 2,338 | $ 4,223 | $ 7,642 | ||
Net income (loss) | $ 19,425 | $ 15,405 | $ 20,481 | $ 35,886 | $ 55,311 | ||
Net income (loss) per share - basic | $ 0.50 | $ 0.40 | $ 0.53 | $ 0.92 | $ 1.42 | ||
Net income (loss) per share - diluted | $ 0.49 | $ 0.39 | $ 0.52 | $ 0.90 | $ 1.39 | ||
Correction | |||||||
Consolidated statements of operations | |||||||
Provision (benefit) for income taxes | $ 2,729 | $ 1,157 | $ 1,549 | $ 2,706 | $ 5,435 | ||
Net income (loss) | $ (2,729) | $ (1,157) | $ (1,549) | $ (2,706) | $ (5,435) | ||
Net income (loss) per share - basic | $ (0.07) | $ (0.03) | $ (0.04) | $ (0.07) | $ (0.14) | ||
Net income (loss) per share - diluted | $ (0.07) | $ (0.03) | $ (0.04) | $ (0.07) | $ (0.14) |
Correction of Interim Consoli32
Correction of Interim Consolidated Financial Statements (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Consolidated statements of comprehensive income | |||||||
Net income (loss) | $ 16,696 | $ 14,248 | $ 18,932 | $ 6,370 | $ 33,180 | $ 49,876 | $ 14,515 |
Other comprehensive income (loss) | (16,217) | (6,078) | (8,575) | 3,415 | (14,653) | (30,870) | 625 |
Comprehensive income (loss) | 479 | 8,170 | 10,357 | $ 9,785 | 18,527 | 19,006 | $ 15,140 |
As reported | |||||||
Consolidated statements of comprehensive income | |||||||
Net income (loss) | 19,425 | 15,405 | 20,481 | 35,886 | 55,311 | ||
Other comprehensive income (loss) | (18,946) | (7,235) | (10,124) | (17,359) | (36,305) | ||
Comprehensive income (loss) | 479 | 8,170 | 10,357 | 18,527 | 19,006 | ||
Correction | |||||||
Consolidated statements of comprehensive income | |||||||
Net income (loss) | (2,729) | (1,157) | (1,549) | (2,706) | (5,435) | ||
Other comprehensive income (loss) | $ 2,729 | $ 1,157 | $ 1,549 | $ 2,706 | $ 5,435 | ||
Comprehensive income (loss) |
Correction of Interim Consoli33
Correction of Interim Consolidated Financial Statements (Details 2) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 |
Consolidated balance sheets | ||||
Accumulated deficit | $ (47,372) | $ (64,068) | $ (78,316) | $ (97,248) |
Accumulated other comprehensive income (loss) | (50,930) | (34,713) | (28,635) | (20,060) |
Total stockholders' equity | 23,079 | 26,043 | 21,610 | $ 15,149 |
As reported | ||||
Consolidated balance sheets | ||||
Accumulated deficit | (41,937) | (61,362) | (76,767) | |
Accumulated other comprehensive income (loss) | (56,365) | (37,419) | (30,184) | |
Total stockholders' equity | 23,079 | 26,043 | 21,610 | |
Correction | ||||
Consolidated balance sheets | ||||
Accumulated deficit | (5,435) | (2,706) | (1,549) | |
Accumulated other comprehensive income (loss) | $ 5,435 | $ 2,706 | $ 1,549 | |
Total stockholders' equity |
Correction of Interim Consoli34
Correction of Interim Consolidated Financial Statements (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Consolidated statements of cash flows | |||||||
Net income (loss) | $ 16,696 | $ 14,248 | $ 18,932 | $ 6,370 | $ 33,180 | $ 49,876 | $ 14,515 |
Deferred income tax | 546 | 176 | 3,331 | 661 | |||
Net cash provided (used) by operating activities | 17,360 | 25,763 | 46,842 | $ 16,630 | |||
As reported | |||||||
Consolidated statements of cash flows | |||||||
Net income (loss) | 19,425 | 15,405 | 20,481 | 35,886 | 55,311 | ||
Deferred income tax | (1,003) | (2,530) | (2,104) | ||||
Net cash provided (used) by operating activities | 17,360 | 25,763 | 46,842 | ||||
Correction | |||||||
Consolidated statements of cash flows | |||||||
Net income (loss) | $ (2,729) | $ (1,157) | (1,549) | (2,706) | (5,435) | ||
Deferred income tax | $ 1,549 | $ 2,706 | $ 5,435 | ||||
Net cash provided (used) by operating activities |
Summary of Significant Accoun35
Summary of Significant Accounting Policies and New Accounting Standards (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Accounting Policies [Abstract] | |||||||
Net income | $ 16,696 | $ 14,248 | $ 18,932 | $ 6,370 | $ 33,180 | $ 49,876 | $ 14,515 |
Weighted average number of shares - basic | 38,998 | 30,458 | 38,951 | 30,458 | |||
Dilutive effect of stock options and warrant | 921 | 199 | 815 | 67 | |||
Weighted average number of shares - diluted | 39,919 | 30,657 | 39,766 | 30,525 | |||
Net income per share: | |||||||
basic (in dollars per share) | $ 0.43 | $ 0.37 | $ 0.49 | $ 0.21 | $ 0.85 | $ 1.28 | $ 0.48 |
diluted (in dollars per share) | $ 0.42 | $ 0.36 | $ 0.48 | $ 0.21 | $ 0.84 | $ 1.25 | $ 0.48 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies and New Accounting Standards (Detail Textuals) | Mar. 31, 2014$ / shares |
Accounting Policies [Abstract] | |
Market value of common stock | $ 15 |
MJB Transactions (Detail Textua
MJB Transactions (Detail Textuals) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Jan. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | |
Business Acquisition [Line Items] | ||||
Accrued compensation | $ 327 | $ 327 | ||
Collaboration and Distribution Agreement (the "Collaboration Agreement") | MJ Biologics, Inc. ("MJB") | ||||
Business Acquisition [Line Items] | ||||
Minimum base payments per month | $ 200 | |||
Payout percentage | 50.00% | |||
Gross margin amount per month | $ 400 | |||
Intangible assets | 12,360 | 12,360 | ||
Long-term liability net of upfront payment | 7,360 | $ 7,360 | ||
Closing payment on pro rated on monthly basis | $ 5,040 | |||
Identifiable intangible assets useful life | 16 years | |||
Collaboration and Distribution Agreement (the "Collaboration Agreement") | MJ Biologics, Inc. ("MJB") | Long-term liability | ||||
Business Acquisition [Line Items] | ||||
Accrued compensation | $ 327 | |||
Intellectual Property Purchase Agreement (the "Purchase Agreement") | MJ Biologics, Inc. ("MJB") | ||||
Business Acquisition [Line Items] | ||||
Upfront payment | 5,000 | |||
Minimum closing payment | 10,000 | |||
Amount of loan | $ 5,000 | |||
Variable interest rate | LIBOR plus 300 basis points |
Statements of Operations-Addi38
Statements of Operations-Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Depreciation and amortization | ||||
Depreciation of property, plant and equipment | $ 4,066 | $ 3,920 | $ 12,417 | $ 11,878 |
Amortization of intangible assets | 1,233 | $ 1,202 | 3,359 | $ 3,737 |
Amortization of other assets | 57 | 174 | ||
Depreciation and amortization | $ 5,356 | $ 5,122 | $ 15,950 | $ 15,615 |
Balance Sheets-Additional Inf39
Balance Sheets-Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 |
Inventories | ||||
Raw materials | $ 38,503 | $ 44,306 | ||
Work-in-process | 7,030 | 7,518 | ||
Finished goods | 90,835 | 91,360 | ||
Inventory, net | 136,368 | 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 | 17,837 | 20,813 | ||
Commissions and rebates | 3,814 | 2,973 | ||
Insurance related | 1,287 | 1,395 | ||
Professional fees | 4,089 | 4,229 | ||
Deferred consideration on acquisitions | $ 1,518 | 1,420 | ||
Product liability claims | 5,286 | |||
Other accrued liabilities | $ 17,206 | 13,745 | ||
Accrued expenses and other current liabilities, total | 45,751 | 49,861 | ||
Accumulated other comprehensive income (loss) | ||||
Derivative instruments | (2,961) | 386 | ||
Foreign currency translation adjustment | (35,420) | (1,409) | ||
Unrecognized net pension gains (losses) | (15,610) | (16,663) | ||
Income tax (provision) benefit on derivative instruments | 63 | $ 63 | ||
Income tax (provision) benefit on long-term intercompany investments | 5,435 | |||
Income tax (provision) benefit on pension gains (losses) | (2,437) | $ (2,437) | ||
Accumulated other comprehensive income (loss) | $ (50,930) | $ (34,713) | $ (28,635) | $ (20,060) |
Balance Sheets-Additional Inf40
Balance Sheets-Additional Information (Detail Textuals) $ in Thousands | Mar. 31, 2015USD ($) |
Balance Sheets Additional Information [Abstract] | |
Equity method investments | $ 4,364 |
Debt - Summary of long-term deb
Debt - Summary of long-term debt (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Jun. 30, 2014 |
Debt Instrument [Line Items] | ||
Total | $ 284,410 | $ 286,422 |
Term B loan due April 15, 2021 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 287,825 | 290,000 |
Capitalized lease obligations | 24 | 94 |
Long-term debt and capital lease obligations, gross | 287,849 | 290,094 |
Unamortized debt discount | (626) | (703) |
Long-term debt and capital lease obligations, net | 287,223 | 289,391 |
Less: current maturities | (2,813) | (2,969) |
Total | $ 284,410 | $ 286,422 |
Debt (Detail Textuals)
Debt (Detail Textuals) - Mar. 31, 2015 - USD ($) $ in Thousands | Total |
Credit Facility | |
Debt Instrument [Line Items] | |
Outstanding borrowings | $ 14,393 |
Available borrowings under credit lines | $ 85,607 |
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) - $ / shares | Aug. 01, 2014 | Mar. 31, 2015 |
Class A common stock | ||
Class of Stock [Line Items] | ||
Dividends per share, cash paid | $ 0.10 | |
Class B common stock | ||
Class of Stock [Line Items] | ||
Dividends per share, cash paid | $ 0.10 | |
Class B common stock | BFI Co., LLC ("BFI") | ||
Class of Stock [Line Items] | ||
Number of warrants to purchase common stock | 387 | |
Exercise price | $ 11.83 | |
Net issuance of common stock | 164 |
Employee Benefit Plans - Net pe
Employee Benefit Plans - Net periodic pension expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ||||
Service cost - benefits earned during the period | $ 739 | $ 535 | $ 2,217 | $ 1,843 |
Interest cost on benefit obligation | 654 | 532 | 1,963 | 1,750 |
Expected return on plan assets | (707) | (476) | (2,121) | (1,751) |
Amortization of net actuarial loss and prior service costs | 351 | 249 | 1,053 | 678 |
Net periodic pension expense | $ 1,037 | $ 840 | $ 3,112 | $ 2,520 |
Income Taxes (Detail Textuals)
Income Taxes (Detail Textuals) $ in Thousands | Mar. 31, 2015USD ($) |
Income Tax Disclosure [Abstract] | |
Benefit from recognition of unrecognized tax benefits | $ 1,218 |
Commitments and Contingencies (
Commitments and Contingencies (Detail Textuals) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2012Party | Mar. 31, 2015USD ($) | Jun. 30, 2014USD ($) | |
Commitments And Contingencies [Line Items] | |||
Number of potentially responsible parties | Party | 140 | ||
Current And Long term Liabilities | |||
Commitments And Contingencies [Line Items] | |||
Accrual for environmental loss contingencies payments | $ 6,914 | $ 7,273 |
Derivatives (Details)
Derivatives (Details) - Options - Cash flow hedges BRL in Thousands, $ in Thousands | Mar. 31, 2015USD ($) | Mar. 31, 2015BRL | Jun. 30, 2014USD ($) |
Brazilian Real calls | |||
Derivative [Line Items] | |||
Notional amount | BRL | BRL 136,500 | ||
Brazilian Real calls | Level 2 | |||
Derivative [Line Items] | |||
Fair value | $ 327 | $ 432 | |
Brazilian Real puts | |||
Derivative [Line Items] | |||
Notional amount | BRL | BRL (136,500) | ||
Brazilian Real puts | Level 2 | |||
Derivative [Line Items] | |||
Fair value | $ (3,288) | $ (46) |
Derivatives (Detail Textuals)
Derivatives (Detail Textuals) - Options - Cash flow hedges $ in Thousands | 9 Months Ended |
Mar. 31, 2015USD ($) | |
Derivative [Line Items] | |
Unrecognized gains (losses) on derivative instruments | $ (2,961) |
Other comprehensive income (loss) | |
Derivative [Line Items] | |
Unrecognized gains (losses) on derivative instruments recorded in earnings within the next twelve months | $ (1,800) |
Fair Value Measurements - Long
Fair Value Measurements - Long Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Jun. 30, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Deferred consideration on acquisition | $ 7,360 | |
Fair values | Term B Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long term debt fair value | $ 285,666 | $ 289,638 |
Business Segments (Details)
Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Jun. 30, 2014 | |
Segment Reporting Information [Line Items] | |||||
Net sales | $ 187,495 | $ 173,267 | $ 563,641 | $ 508,237 | |
Adjusted EBITDA | 27,496 | 22,444 | 82,982 | 66,352 | |
Depreciation and amortization | (5,356) | (5,122) | (15,950) | (15,615) | |
Interest expense, net | (3,602) | (8,744) | (10,607) | (26,198) | |
Foreign currency gains (losses), net | 4,633 | (275) | 6,855 | $ (2,088) | |
Acquisition related accrued compensation | (327) | (327) | |||
Income before income taxes | 22,844 | 8,303 | 62,953 | $ 22,451 | |
Identifiable assets | 472,338 | 472,338 | $ 472,323 | ||
Operating Segments | Animal Health | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 117,346 | 107,808 | 353,356 | 316,945 | |
Adjusted EBITDA | 29,629 | 25,505 | 90,379 | 74,134 | |
Identifiable assets | 351,881 | 351,881 | 361,376 | ||
Operating Segments | Mineral Nutrition | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 57,320 | 49,901 | 171,509 | 146,720 | |
Adjusted EBITDA | 3,761 | 2,807 | 10,994 | 8,145 | |
Identifiable assets | 58,887 | 58,887 | 57,460 | ||
Operating Segments | Performance Products | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 12,829 | 15,558 | 38,776 | 44,572 | |
Adjusted EBITDA | 994 | 906 | 2,192 | 3,105 | |
Identifiable assets | 21,827 | 21,827 | 23,429 | ||
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Adjusted EBITDA | (6,888) | $ (6,774) | (20,583) | $ (19,032) | |
Identifiable assets | $ 39,743 | $ 39,743 | $ 30,058 |
Business Segments (Detail Textu
Business Segments (Detail Textuals) - USD ($) $ in Thousands | Mar. 31, 2015 | Jun. 30, 2014 |
Segment Reporting Information [Line Items] | ||
Equity method investments | $ 4,364 | |
Animal Health | ||
Segment Reporting Information [Line Items] | ||
Equity method investments | 4,364 | $ 5,140 |
Performance Products | ||
Segment Reporting Information [Line Items] | ||
Equity method investments | $ 451 | $ 479 |