Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2015 | Sep. 02, 2015 | Dec. 31, 2014 | |
Entity Registrant Name | PHIBRO ANIMAL HEALTH CORP | ||
Entity Central Index Key | 1,069,899 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 550,748,568 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2015 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Class A common stock | |||
Entity Common Stock, Shares Outstanding | 17,952,757 | ||
Class B common stock | |||
Entity Common Stock, Shares Outstanding | 21,149,811 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Statement [Abstract] | |||
Net sales | $ 748,591 | $ 691,914 | $ 653,151 |
Cost of goods sold | 512,219 | 484,139 | 474,187 |
Gross profit | 236,372 | 207,775 | 178,964 |
Selling, general and administrative expenses | 148,704 | 143,981 | 122,233 |
Operating income | 87,668 | 63,794 | 56,731 |
Interest expense | 14,554 | 29,889 | 31,383 |
Interest expense, stockholders | 3,192 | 4,388 | |
Interest (income) | (249) | (119) | (142) |
Foreign currency (gains) losses, net | (5,400) | 1,753 | 3,103 |
Loss on extinguishment of debt | 22,771 | ||
Other (income) expense, net | 151 | ||
Income before income taxes | 78,763 | 6,308 | 17,848 |
Provision (benefit) for income taxes | 18,483 | 9,435 | (7,043) |
Net income (loss) | $ 60,280 | $ (3,127) | $ 24,891 |
Net income (loss) per share: | |||
basic (in dollars per share) | $ 1.55 | $ (0.10) | $ 0.82 |
diluted (in dollars per share) | $ 1.51 | $ (0.10) | $ 0.82 |
Weighted average common shares outstanding: | |||
basic (in shares) | 38,969 | 32,193 | 30,458 |
diluted (in shares) | 39,815 | 32,193 | 30,458 |
Dividends per share (in dollars per share) | $ 0.40 | $ 0.82 | $ 0.10 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 60,280 | $ (3,127) | $ 24,891 |
Change in fair value of derivative instruments | (1,928) | 1,025 | (222) |
Foreign currency translation adjustment | (31,314) | 1,110 | (5,968) |
Unrecognized net pension gains (losses) | (3,221) | (4,423) | 5,390 |
(Provision) benefit for income taxes | 4,923 | (2,016) | |
Other comprehensive income (loss) | (31,540) | (2,288) | (2,816) |
Comprehensive income (loss) | $ 28,740 | $ (5,415) | $ 22,075 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
ASSETS | ||
Cash and cash equivalents | $ 29,216 | $ 11,821 |
Accounts receivable, net | 111,099 | 113,858 |
Inventories, net | 149,786 | 143,184 |
Prepaid expenses and other current assets | 23,627 | 30,426 |
Total current assets | 313,728 | 299,289 |
Property, plant and equipment, net | 104,414 | 109,159 |
Intangibles, net | 37,281 | 29,803 |
Other assets | 37,895 | 34,072 |
Total assets | 493,318 | 472,323 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Current portion of long-term debt | 2,809 | 2,969 |
Accounts payable | 63,061 | 59,608 |
Accrued expenses and other current liabilities | 45,463 | 49,861 |
Total current liabilities | 111,333 | 112,438 |
Revolving credit facility | 3,000 | |
Long-term debt | 283,709 | 286,422 |
Other liabilities | 65,648 | 58,314 |
Total liabilities | $ 463,690 | $ 457,174 |
Commitments and contingencies (Note 12) | ||
Common stock, par value $0.0001; 300,000,000 Class A shares authorized, 17,747,793 and 17,442,953 shares issued and outstanding at June 30, 2015 and June 30, 2014, respectively; 30,000,000 Class B shares authorized, 21,320,275 and 21,348,600 shares issued and outstanding at June 30, 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 | $ 118,192 | $ 132,453 |
Accumulated deficit | (36,968) | (97,248) |
Accumulated other comprehensive income (loss) | (51,600) | (20,060) |
Total stockholders' equity | 29,628 | 15,149 |
Total liabilities and stockholders' equity | $ 493,318 | $ 472,323 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Jun. 30, 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, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 17,747,793 | 17,442,953 |
Common stock, shares outstanding | 17,747,793 | 17,442,953 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 21,320,275 | 21,348,600 |
Common stock, shares outstanding | 21,320,275 | 21,348,600 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
OPERATING ACTIVITIES | |||
Net income | $ 60,280 | $ (3,127) | $ 24,891 |
Adjustments to reconcile net income to net cash provided (used) by operating activities: | |||
Depreciation and amortization | 21,604 | 21,453 | 19,023 |
Amortization of deferred financing costs and debt discount | 967 | 1,448 | 1,926 |
Acquisition related accrued compensation | 747 | ||
Acquisition related accrued interest | 613 | ||
Deferred income taxes | 4,761 | 1,289 | (12,035) |
Foreign currency (gains) losses, net | (3,376) | 1,429 | 2,887 |
Other | 61 | (538) | (1,438) |
Loss on extinguishment of debt | 22,771 | ||
Payment of premiums and costs on extinguished debt | (17,205) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable, net | (1,877) | (14,683) | (729) |
Inventories, net | (19,354) | (3,186) | (25,106) |
Prepaid expenses and other current assets | 7,416 | (31) | (6,526) |
Other assets | (4,236) | 5,103 | (363) |
Accounts payable | 4,796 | 1,682 | (6,601) |
Accrued interest | 90 | (13,813) | 33 |
Accrued expenses and other liabilities | (3,788) | (3,304) | 5,475 |
Net cash provided (used) by operating activities | 68,704 | (712) | 1,437 |
INVESTING ACTIVITIES | |||
Capital expenditures | (20,058) | (19,846) | (19,947) |
Business acquisitions | (10,377) | (18,692) | |
Other, net | (4,029) | 434 | 281 |
Net cash provided (used) by investing activities | (34,464) | (19,412) | (38,358) |
FINANCING ACTIVITIES | |||
Borrowings under the revolving and domestic senior credit facility | 38,000 | 175,500 | 75,000 |
Repayments of the revolving and domestic senior credit facility | (35,000) | (209,500) | (55,000) |
Proceeds from long-term debt | 289,275 | ||
Payments of long-term debt, capital leases and other | (4,090) | (335,374) | (5,201) |
Debt issuance costs | (4,551) | (924) | |
Proceeds from common shares issued | 1,334 | 114,429 | |
Dividends paid | (15,595) | (25,000) | (3,000) |
Net cash provided (used) by financing activities | (15,351) | 4,779 | 10,875 |
Effect of exchange rate changes on cash | (1,494) | (203) | (485) |
Net increase (decrease) in cash and cash equivalents | 17,395 | (15,548) | (26,531) |
Cash and cash equivalents at beginning of period | 11,821 | 27,369 | 53,900 |
Cash and cash equivalents at end of period | 29,216 | 11,821 | 27,369 |
Supplemental cash flow information | |||
Interest paid | 12,912 | 45,370 | 33,824 |
Income taxes paid, net | 10,780 | 12,207 | 7,061 |
Non-cash investing and financing activities | |||
Business acquisitions | $ 4,156 | 4,550 | |
Capital / leasehold improvements and capital lease additions | $ 1,344 | $ 103 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Stock | Preferred Stock | Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total |
Balance at Jun. 30, 2012 | $ 7 | $ 42,733 | $ (116,012) | $ (14,956) | $ (88,228) | |
Balance (in shares) at Jun. 30, 2012 | 30,458,220 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Comprehensive income (loss) | 24,891 | (2,816) | 22,075 | |||
Dividends paid | (3,000) | (3,000) | ||||
Stock-based compensation expense | 215 | 215 | ||||
Balance at Jun. 30, 2013 | $ 7 | 42,948 | (94,121) | (17,772) | (68,938) | |
Balance (in shares) at Jun. 30, 2013 | 30,458,220 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Comprehensive income (loss) | (3,127) | (2,288) | (5,415) | |||
Issuance of common stock, net of issuance costs | $ 1 | 114,428 | 114,429 | |||
Issuance of common stock, net of issuance costs (in shares) | 8,333,333 | |||||
Conversion of common stock certificate and effect of stock split | $ (4) | 4 | ||||
Dividends paid | (25,000) | (25,000) | ||||
Stock-based compensation expense | 73 | 73 | ||||
Balance at Jun. 30, 2014 | $ 4 | 132,453 | (97,248) | (20,060) | 15,149 | |
Balance (in shares) at Jun. 30, 2014 | 38,791,553 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Comprehensive income (loss) | 60,280 | (31,540) | 28,740 | |||
Exercise of stock options and warrant | 1,334 | 1,334 | ||||
Exercise of stock options and warrant (in shares) | 276,515 | |||||
Dividends paid | (15,595) | (15,595) | ||||
Balance at Jun. 30, 2015 | $ 4 | $ 118,192 | $ (36,968) | $ (51,600) | $ 29,628 | |
Balance (in shares) at Jun. 30, 2015 | 39,068,068 |
Description of Business
Description of Business | 12 Months Ended |
Jun. 30, 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. On April 16, 2014, we completed our initial public offering (“IPO”) of 14,657,200 shares of Class A common stock at a price to the public of $15.00 per share. In connection with the IPO, we issued and sold 8,333,333 shares of Class A common stock. The proceeds to us from the IPO were $114,429, after deducting underwriting discounts of $8,438 and net offering expenses payable by us of $2,133. In connection with the IPO, Mayflower Limited Partnership (“Mayflower”), a limited partnership that is managed by 3i Investments plc and advised by 3i Corporation, and whose sole limited partner is 3i Group plc, the ultimate parent company of both 3i Investments plc and 3i Corporation, sold 6,323,867 shares of Class A common stock. We did not receive any proceeds from shares sold by Mayflower. In connection with the IPO, we effected a 0.442-for-1 stock split. All amounts have been adjusted retrospectively to give effect to the stock split. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and New Accounting Standards | 12 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and New Accounting Standards | 2. Summary of Significant Accounting Policies and New Accounting Standards Principles of Consolidation and Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of Phibro and its consolidated subsidiaries. Intercompany balances and transactions have been eliminated from the consolidated financial statements. The decision whether or not to consolidate an entity requires consideration of majority voting interests, as well as effective control over the entity. We present our financial statements on the basis of our fiscal year ending June 30. All references to years in these consolidated financial statements refer to the fiscal year ending or ended on June 30 of that year. Risks, Uncertainties and Liquidity The issue of the potential for increased bacterial resistance to certain antibiotics used in certain food-producing animals is the subject of discussions on a worldwide basis and, in certain instances, has led to government restrictions on or banning of the use of antibiotics in food-producing animals. The sale of antibiotics and antibacterials is a material portion of our business. Should regulatory or other developments result in restrictions on the sale of such products, it could have a material adverse effect on our financial position, results of operations and cash flows. The testing, manufacturing, and marketing of certain of our products are subject to extensive regulation by numerous government authorities in the United States and other countries. We have significant assets in Israel, Brazil and other locations outside of the United States and a significant portion of our sales and earnings are attributable to operations conducted abroad. Our assets, results of operations and future prospects are subject to currency exchange fluctuations and restrictions, energy shortages, other economic developments, political or social instability in some countries, and uncertainty of, and governmental control over, commercial rights, which could result in a material adverse effect on our financial position, results of operations and cash flows. We are subject to environmental laws and regulations governing the use, storage, handling, generation, treatment, emission, release, discharge and disposal of certain materials and wastes, the remediation of contaminated soil and groundwater, the manufacture, sale and use of regulated materials, including pesticides, and the health and safety of employees. As such, the nature of our current and former operations and those of our subsidiaries expose Phibro and our subsidiaries to the risk of claims with respect to such matters. Use of Estimates Preparation of the consolidated financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Actual results could differ from these estimates. Significant estimates include valuation of intangible assets, depreciation and amortization periods of long-lived and intangible assets, recoverability of long-lived and intangible assets and goodwill, realizability of deferred income tax and value-added tax assets, legal and environmental matters and actuarial assumptions related to our pension plans. We regularly evaluate our estimates and assumptions using historical experience and other factors. Our estimates are based on complex judgments, probabilities and assumptions that we believe to be reasonable. Revenue Recognition We recognize revenue for sales of our goods upon transfer of title and when risk of loss passes to the customer. Certain of our businesses have terms where title and risk of loss transfer on shipment. Certain of our businesses have terms where title and risk of loss transfer on delivery. Additional conditions for recognition of revenue are that persuasive evidence of an arrangement exists, the selling price is fixed or determinable, collections of sales proceeds are reasonably assured and we have no further performance obligations. We record estimated reductions to revenue for customer programs and incentive offerings, including pricing arrangements and other volume-based incentives, at the time the sale is recorded. Royalty and licensing income from licensing agreements are recognized when earned under the terms of the related agreements, and all performance obligations have been met, and are included in Net Sales in the consolidated statements of operations. Net sales include shipping and handling fees billed to customers. Delivery costs to our customers are included in cost of goods sold in the consolidated statements of operations. Net sales exclude value-added and other taxes based on sales. Cash and Cash Equivalents Cash equivalents include highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents held at financial institutions may at times exceed federally insured amounts. We believe we mitigate such risk by investing in or through major financial institutions. Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are recorded at the invoiced amount and do not bear interest. We grant credit terms in the normal course of business and generally do not require collateral or other security to support credit sales. Our ten largest customers represented, in aggregate, approximately 26% and 21% of accounts receivable at June 30, 2015 and 2014, respectively. The allowance for doubtful accounts is our best estimate of the probable credit losses in existing accounts receivable. We monitor the financial performance and creditworthiness of our customers so that we can properly assess and respond to changes in their credit profile. We also monitor domestic and international economic conditions for the potential effect on our customers. Past due balances are reviewed individually for collectability. Account balances are charged against the allowance when we determine it is probable the receivable will not be recovered. Inventories Inventories are valued at the lower of cost or market. Cost is determined principally under weighted average and standard cost methods, which approximate first-in, first-out (FIFO) cost. Obsolete and unsalable inventories, if any, are reflected at estimated net realizable value. Inventory costs include materials, direct labor and manufacturing overhead. Property, Plant and Equipment Property, plant and equipment are stated at cost. We capitalize interest expense as part of the cost of construction of facilities and equipment. No interest expense was capitalized in 2015, 2014 and 2013. Depreciation is charged to results of operations using the straight-line method based upon the assets’ estimated useful lives ranging from 5 to 30 years for buildings and improvements, and 3 to 16 years for machinery and equipment. We capitalize costs that extend the useful life or productive capacity of an asset. Repair and maintenance costs are expensed as incurred. In the case of disposals, the assets and related accumulated depreciation are removed from the accounts, and the net amounts, less proceeds from disposal, are included in the consolidated statements of operations. Capitalized Software Costs We capitalize costs to obtain, develop and implement software for internal use in accordance with FASB Accounting Standards Codification (“ASC”) 350-40, Internal Use Software. Amounts paid to third parties and costs of internal employees who are directly associated with the software project are also capitalized, depending on the stage of development. We expense software costs that do not meet the capitalization criteria. Capitalized software costs are included in property, plant and equipment on the consolidated balance sheets and are amortized on a straight-line basis over 3 to 7 years. Deferred Financing Costs Costs and original issue discounts or premiums related to issuance or modification of our debt are deferred on the consolidated balance sheet and amortized over the lives of the respective debt instruments. Amortization of deferred financing costs is included in interest expense in the consolidated statements of operations. Acquisitions, Intangible Assets and Goodwill Our consolidated financial statements reflect the operations of an acquired business beginning as of the date of acquisition. Assets acquired and liabilities assumed are recorded at their fair values at the date of acquisition; goodwill is recorded for any excess of the purchase price over the fair values of the net assets acquired. Significant judgment is required to determine the fair value of certain tangible and intangible assets and in assigning their respective useful lives. Accordingly, we typically obtain the assistance of third-party valuation specialists for significant tangible and intangible assets. The fair values are based on available historical information and on future expectations and assumptions deemed reasonable by management, but are inherently uncertain. We typically use an income method to measure the fair value of intangible assets, which is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants, and include the amount and timing of future cash flows (including expected growth rates and profitability), the underlying product or technology life cycles, economic barriers to entry and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances could affect the accuracy or validity of the estimates and assumptions. Determining the useful life of an intangible asset also requires judgment. Our estimates of the useful lives of intangible assets are primarily based on a number of factors including competitive environment, underlying product life cycles, operating plans and the macroeconomic environment of the countries in which the products are sold. Intangible assets are amortized over their estimated lives. Intangible assets associated with acquired in-process research and development activities (“IPR&D”) are not amortized until a product is available for sale and regulatory approval is obtained. Amortization expense is included in selling, general and administrative expenses in the consolidated statements of operations. Long-Lived Assets and Goodwill We periodically review our long-lived and amortizable intangible assets for impairment and assess whether significant events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. Such circumstances may include a significant decrease in the market price of an asset, a significant adverse change in the manner in which the asset is being used or in its physical condition or a history of operating or cash flow losses associated with the use of an asset. An impairment loss would be recognized when the carrying amount of an asset exceeds the anticipated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset’s carrying value over its fair value. In addition, we periodically reassess the estimated remaining useful lives of our long-lived assets. Changes to estimated useful lives would affect the amount of depreciation and amortization recorded in the consolidated statements of operations. We have not experienced significant changes in the carrying value or estimated remaining useful lives of our long-lived or amortizable intangible assets in the periods included in the consolidated financial statements. We assess indefinite life intangibles assets associated with acquired IPR&D for impairment annually, or whenever impairment indicators exist, by performing an initial qualitative analysis to determine if the fair value of the IPR&D is less than the carrying amount of the asset. An impairment loss would be recognized for the excess of the asset’s carrying value over its fair value. We assess goodwill for impairment annually, or whenever impairment indicators exist. In the absence of any impairment indicators, goodwill is assessed during the fourth quarter of each fiscal year. In determining the existence of an impairment indicator, certain judgments are required which are based on external market conditions as well as the current and anticipated operational performance of our business. Future events could lead us to conclude that impairment indicators exist and that goodwill may be impaired. During the fourth quarter of fiscal year 2015, we chose to use certain accounting guidance allowing an entity to perform an initial qualitative analysis of the fair value of its reporting units to determine whether it is necessary to undertake a quantitative goodwill analysis. The qualitative analysis determined the fair values of the reporting units more likely than not exceeded their carrying values and, as a result, goodwill was not impaired. During fiscal year 2014, we performed the annual goodwill impairment assessment and determined that none of the goodwill was impaired. Foreign Currency Translation We generally use local currency as the functional currency to measure the financial position and results of operations of each of our international subsidiaries. We translate assets and liabilities of these operations at the exchange rates in effect at the balance sheet date. We translate income statement accounts at the average rates of exchange prevailing during the period. Translation adjustments that arise from the use of differing exchange rates from period to period are included in accumulated other comprehensive income (loss) in stockholders’ equity. Certain of our Israeli operations have designated the U.S. dollar as their functional currency. Gains and losses arising from remeasurement of local currency accounts into U.S. dollars are included in determining net income or loss. Comprehensive Income (Loss) Comprehensive income (loss) consists of net income (loss) and the changes in: (i) the fair value of derivative instruments; (ii) foreign currency translation adjustment; (iii) unrecognized net pension gains (losses); and (iv) the related (provision) benefit for income taxes. Derivative Financial Instruments We record all derivative financial instruments on the consolidated balance sheets at fair value. Changes in the fair value of derivatives are recorded in results of operations or accumulated other comprehensive income (loss), depending on whether a derivative is designated and effective as part of a hedge transaction and, if so, the type of hedge transaction. Gains and losses on derivative instruments reported in accumulated other comprehensive income (loss) are included in the results of operations in the periods in which operations are affected by the underlying hedged item. From time to time, we use forward contracts and options to mitigate exposure to changes in foreign currency exchange rates and as a means of hedging forecasted operating costs. To qualify a derivative as a hedge, we document the nature and relationships between hedging instruments and hedged items, the highly effective nature of the hedging instrument, the risk-management objectives, the strategies for undertaking the various hedge transactions and the methods of assessing hedge effectiveness. We hedge forecasted transactions for periods not exceeding the next twenty-four months. We do not engage in trading or other speculative uses of financial instruments. Environmental Liabilities Expenditures for ongoing compliance with environmental regulations are expensed or capitalized as appropriate. We capitalize expenditures made to extend the useful life or productive capacity of an asset, including expenditures that prevent future environmental contamination. Other expenditures are expensed as incurred and are recorded in selling, general and administrative expenses in the consolidated statements of operations. We record the expense and related liability in the period an environmental assessment indicates remedial efforts are probable and the costs can be reasonably estimated. Estimates of the liability are based upon currently available facts, existing technology and presently enacted laws and regulations taking into consideration the likely effects of inflation and other societal and economic factors. All available evidence is considered, including prior experience in remediation of contaminated sites, other companies’ experiences and data released by the U.S. Environmental Protection Agency and other organizations. The estimated liabilities are not discounted. We record anticipated recoveries under existing insurance contracts if probable. Income Taxes The provision for income taxes includes U.S. federal, state, and foreign income taxes and foreign withholding taxes. Our annual effective income tax rate is determined based on our income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which we operate and the tax effects of items treated differently for tax purposes than for financial reporting purposes. Tax law requires certain items be included in the tax return at different times than the items are reflected in the financial statements. Some of these differences are permanent, such as expenses that are not deductible in our tax return, and some differences are temporary, reversing over time, such as depreciation expense. These temporary differences give rise to deferred tax assets and liabilities. Deferred tax assets generally represent the tax effect of items that can be used as a tax deduction or credit in future years for which we have already recorded the tax benefit in our income statement. Deferred tax liabilities generally represent the tax effect of items recorded as tax expense in our income statement for which payment has been deferred, the tax effect of expenditures for which a deduction has already been taken in our tax return but has not yet been recognized in our income statement or the tax effect of assets recorded at fair value in business combinations for which there was no corresponding tax basis adjustment. Significant judgment is required in determining our income tax provision and in evaluating our tax positions. The recognition and measurement of a tax position is based on management’s best judgment given the facts, circumstances and information available at the reporting date. Inherent in determining our annual effective income tax rate are judgments regarding business plans, planning opportunities and expectations about future outcomes. Realization of certain deferred tax assets, primarily net operating loss carryforwards, is dependent upon generating sufficient future taxable income in the appropriate jurisdiction prior to the expiration of the carryforward periods. We establish valuation allowances for deferred tax assets when the amount of expected future taxable income is not likely to support the use of the deduction or credit. We operate in multiple jurisdictions with complex tax policy and regulatory environments. In certain of these jurisdictions, we may take tax positions that management believes are supportable, but are potentially subject to successful challenge by the applicable taxing authority. We evaluate our tax positions and establish liabilities in accordance with the applicable accounting guidance on uncertainty in income taxes. We review these tax uncertainties in light of changing facts and circumstances, such as the progress of tax audits, and adjust them accordingly. Because there are a number of estimates and assumptions inherent in calculating the various components of our income tax provision, future events such as changes in tax legislation, the geographic mix of earnings, completion of tax audits or earnings repatriation plans could have an effect on those estimates and our effective income tax rate. Research and Development Expenditures Research and development expenditures are expensed as incurred and are recorded in selling, general and administrative expenses in the consolidated statements of operations. Most of our manufacturing facilities have chemists and technicians on staff involved in product development, quality assurance, quality control and providing technical services to customers. Research, development and technical service efforts are conducted at various facilities. Our animal health research and development activities relate to: fermentation development and micro-biological strain improvement; vaccine development; chemical synthesis and formulation development; nutritional specialties development; and ethanol-related products. Stock-Based Compensation All stock-based compensation to employees, including grants of stock options, is expensed over the requisite service period based on the grant date fair value of the awards. We determine the fair value of stock-based awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate the fair value. This method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options. 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 assumed exercise of stock options and warrants. For the year ended June 30, 2015, all stock options were included in the calculation of diluted net income per share. For the year ended June 30, 2014, because there was a net loss, 296,162 net shares of stock options and warrants were excluded from the calculation of diluted net income per share because of the anti-dilutive effect from the assumed exercise of these options and warrants. For the year ended June 30, 2013 all stock options and warrants had an exercise price greater than the estimated market value and thus were excluded from the calculation due to being anti-dilutive. For the Periods Ended June 30 2015 2014 2013 Net income $ 60,280 $ (3,127 ) $ 24,891 Weighted average number of shares–basic 38,969 32,193 30,458 Dilutive effect of stock options and warrant 846 — — Weighted average number of shares–diluted 39,815 32,193 30,458 Net income per share: basic $ 1.55 $ (0.10 ) $ 0.82 diluted $ 1.51 $ (0.10 ) $ 0.82 New Accounting Standards Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2015-11, Inventory (Topic 330), requires entities to measure inventory at the lower of cost and net realizable value (“NRV”). NRV is defined as“the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” The guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those fiscal years. Early application is permitted. We are evaluating the impact of adoption of this guidance on our consolidated financial statements. ASU 2015-05, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40). The amendments in this Update provide guidance to companies regarding the treatment of cloud computing arrangements and if an arrangement includes a software license. ASU 2015-05 requires that if there is an element of a license in the arrangement that a company account for that software license element consistent with the treatment of a direct acquisition of a software license. Otherwise the arrangement is to be accounted for as a service contract. This guidance does not change the existing guidance relevant to service contracts. This guidance is effective for annual reporting periods beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for both prospective and retrospective transition methods. We do not expect adoption of this guidance will have a material effect on our consolidated financial statements. ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30), intends to simplify presentation of debt issuance costs. The provisions of ASU 2015-03 require that debt issuance costs related to a recorded debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the treatment required of debt discounts. The current treatment, as prescribed by the currently effective literature, is to capitalize the costs of debt issuance as an asset. The recognition and measurement guidance for debt issuance costs otherwise remain unaffected. The provisions of ASU 2015-03 are effective for annual reporting periods beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. We do not expect adoption of this guidance will have a material effect 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 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 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. Subsequent to June 30, 2015, ASU 2015-14, Revenue from Contracts with Customers – Deferral of the Effective Date, was issued resulting in a one year deferral of the ASU 2014-09 effective date. Thus, ASU 2014-09 is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted for annual periods beginning after December 15, 2016. 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 2014-08, 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. |
Statements of Operations-Additi
Statements of Operations-Additional Information | 12 Months Ended |
Jun. 30, 2015 | |
Supplemental Income Statement Elements [Abstract] | |
Statements of Operations-Additional Information | 3. Statements of Operations—Additional Information For the Years Ended June 30 2015 2014 2013 Interest expense Term B Loan $ 11,717 $ 2,419 $ — Revolving credit facility 918 171 — Domestic senior credit facility — 1,328 1,250 Senior notes — 24,281 27,750 Mayflower, BFI and Teva term loans — 3,051 3,840 Acquisition-related accrued interest 613 — — Amortization of deferred financing fees, debt discount and imputed interest 967 1,448 2,426 Other 339 383 505 $ 14,554 $ 33,081 $ 35,771 Depreciation and amortization Depreciation of property, plant and equipment $ 16,813 $ 16,439 $ 14,917 Amortization of intangible assets 4,560 4,897 4,106 Amortization of other assets 231 117 — Depreciation and amortization $ 21,604 $ 21,453 $ 19,023 Depreciation of property, plant and equipment includes amortization of capitalized software costs of $2,905, $2,657 and $2,159 during 2015, 2014 and 2013, respectively. Amortization of intangible assets is expected to be $4,760, $3,941, $3,783, $3,749, $3,581 and $15,888 for 2016, 2017, 2018, 2019, and 2020 and thereafter, respectively. For the Years Ended June 30 2015 2014 2013 Research and development expenditures $ 9,511 $ 8,212 $ 6,638 |
Balance Sheets-Additional Infor
Balance Sheets-Additional Information | 12 Months Ended |
Jun. 30, 2015 | |
Balance Sheets Additional Information [Abstract] | |
Balance Sheets-Additional Information | 4. Balance Sheets—Additional Information As of June 30 2015 2014 Accounts receivable, net Trade accounts receivable $ 114,477 $ 115,093 Allowance for doubtful accounts (3,378 ) (1,235 ) $ 111,099 $ 113,858 As of June 30 2015 2014 Allowance for doubtful accounts Balance at beginning of period $ 1,235 $ 658 Provision for bad debts 2,587 226 Effect of changes in exchange rates (218 ) 351 Bad debt write-offs (recovery) (226 ) — Balance at end of period $ 3,378 $ 1,235 For the year ended June 30, 2013, the beginning balance for allowance for doubtful accounts was $1,041, the provision for bad debts was ($124), the bad debt write-offs was $6 and the effect of changes in exchange rates was ($265), resulting in an ending balance for allowance for doubtful accounts of $658. As of June 30 2015 2014 Inventories, net Raw materials $ 40,012 $ 44,306 Work-in-process 7,617 7,518 Finished goods 102,157 91,360 $ 149,786 $ 143,184 Property, plant and equipment, net Land $ 9,130 $ 9,773 Buildings and improvements 50,276 51,364 Machinery and equipment 171,797 172,530 231,203 233,667 Accumulated depreciation (126,789 ) (124,508 ) $ 104,414 $ 109,159 Certain facilities in Israel are on land leased for a nominal amount from the Israel Land Authority. The lease expires in July 2062. Certain facilities in Israel are on leased land. The lease expires in November 2035. Net equipment under capital leases was $48 and $142 at June 30, 2015 and 2014, respectively, including accumulated depreciation of $42 and $79, respectively. Property, plant and equipment, net includes internal-use software costs, net of accumulated depreciation, of $6,747 and $9,019 at June 30, 2015 and 2014, respectively. Machinery and equipment includes construction-in-progress of $5,748 and $4,782 at June 30, 2015 and 2014, respectively. As of June 30 Weighted- (Years) 2015 2014 Intangibles, net Cost Medicated feed additive product registrations 10 $ 11,753 $ 11,792 Rights to sell in international markets 10 4,292 4,292 Customer relationships 13 10,615 10,702 Technology 12 38,580 28,259 Distribution agreements 4 3,298 3,447 Trade names, trademarks and other 5 2,740 2,740 In-process research and development 1,579 — 72,857 61,232 As of June 30 Weighted- (Years) 2015 2014 Accumulated amortization Medicated feed additive product registrations (10,669 ) (11,039 ) Rights to sell in international markets (4,292 ) (4,292 ) Customer relationships (5,267 ) (4,265 ) Technology (9,741 ) (6,510 ) Distribution agreements (3,298 ) (3,309 ) Trade names, trademarks and other (2,309 ) (2,014 ) (35,576 ) (31,429 ) $ 37,281 $ 29,803 As of June 30 2015 2014 Other assets Goodwill $ 12,613 $ 12,613 Acquisition related note receivable 5,000 — Equity method investments 4,725 5,619 Insurance investments 4,788 4,626 Deferred financing fees 4,335 5,199 Deferred income taxes 221 3,486 Other 6,213 2,529 $ 37,895 $ 34,072 Goodwill balances did not change during 2015 and 2014. 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. As of June 30 2015 2014 Accrued expenses and other current liabilities Employee related accruals $ 22,273 $ 20,813 Commissions and rebates 4,148 2,973 Insurance related 1,368 1,395 Professional fees 3,543 4,229 Deferred consideration on acquisitions 1,196 1,420 Product liability claims — 5,286 Other accrued liabilities 12,935 13,745 $ 45,463 $ 49,861 Other liabilities Pension and other retirement benefits $ 30,909 $ 31,025 Long term and deferred income taxes 19,098 14,282 Deferred consideration on acquisitions 7,266 2,879 Other long term liabilities 8,375 10,128 $ 65,648 $ 58,314 As of June 30 2015 2014 Accumulated other comprehensive income (loss) Derivative instruments $ (1,542 ) $ 386 Foreign currency translation adjustment (32,723 ) (1,409 ) Unrecognized net pension gains (losses) (19,884 ) (16,663 ) Income tax (provision) benefit on derivative instruments 63 63 Income tax (provision) benefit on long-term intercompany investments 4,923 — Income tax (provision) benefit on pension gains (losses) (2,437 ) (2,437 ) $ ) $ (20,060 ) |
MJB Transactions
MJB Transactions | 12 Months Ended |
Jun. 30, 2015 | |
Collaboration And Distribution Agreement [Abstract] | |
MJB Transactions | 5. 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 that 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 ASC 805, Business Combinations. We have recorded intangible assets of $9,156, which includes $7,577 of technology-related assets and $1,579 of IPR&D, and a long-term liability of $4,156, net of the upfront payment, payable at the Closing Date and during the earn-out period. We may further refine the determination of the intangible assets during the measurement 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 June 30, 2015, $747 of accrued compensation was recognized and included in the long-term liability. We determined the fair value of the identifiable intangible assets based on the present value of the estimated projected cash flows and assigned a useful life of 15 years. We determined the fair value of the estimated 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. We have not provided pro forma information giving effect to the acquisition because the results of operations of MJB for the period from the date of acquisition to June 30, 2015 were not material to the consolidated financial statements. |
Debt
Debt | 12 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Retirement of 9.25% Senior Notes, Mayflower Term Loan, BFI Term Loan and Domestic Senior Credit Facility In connection with our IPO, in April 2014, we retired a $24,000 term loan payable to Mayflower due December 31, 2016, a $10,000 term loan payable to BFI Co., LLC (“BFI”), a Bendheim family investment vehicle, due August 1, 2014 and $36,000 of outstanding borrowings under our domestic senior credit facility. In addition, in May 2014, we retired $300,000 of 9.25% senior notes, which were due July 1, 2018 (the “Senior Notes”). Primarily as the result of the retirement of the Senior Notes, our consolidated statement of operations for the year ended June 30, 2014 included a $22,771 loss on extinguishment of debt. Revolving Credit Facility and Term B Loan In April 2014, Phibro, together with certain of its subsidiaries acting as guarantors, entered into a Credit Agreement (the “Credit Agreement”) with lenders from time to time party thereto. Under the Credit Agreement, the lenders agreed to extend credit to the Company in the form of (i) a Term B loan in an aggregate principal amount equal to $290,000 (the “Term B Loan”) and (ii) a revolving credit facility in an aggregate principal amount of $100,000 (the “Revolver,” and together with the Term B Loan, the “Credit Facilities”). The Revolver was undrawn at closing and contains a letter of credit facility. We issued the Term B Loan at 99.75% of par value. In connection with entering into the Credit Facilities, we incurred and capitalized deferred financing fees of $4,551. 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 1.50% or 1.75%, in the case of base rate loans, and 2.50% or 2.75%, in the case of LIBOR loans; the margins are based on the First Lien Net Leverage Ratio. The Term B Loan has applicable margins equal to 2.00%, in the case of base rate loans, and 3.00%, in the case of LIBOR loans. Interest on the Term B Loan is subject to a floor of 1.00% in the case of LIBOR loans. Indebtedness under the Credit Facilities is collateralized by a first priority lien on substantially all assets of Phibro and certain of our domestic subsidiaries. The Term B Loan requires, among other things, mandatory quarterly principal payments of $725 beginning September 2014. The maturity dates of the Revolver and the Term B Loan are April 2019 and April 2021, respectively. Pursuant to the terms of the Credit Agreement, the Credit Facilities are subject to various covenants which, among other things and subject to the permitted exceptions described therein, restrict us and our subsidiaries with respect to: (i) incurring additional debt; (ii) making certain restricted payments or making optional redemptions of other indebtedness; (iii) making investments or acquiring assets; (iv) disposing of assets (other than in the ordinary course of business); (v) creating any liens on our assets; (vi) entering into transactions with affiliates; (vii) entering into merger or consolidation transactions; and (viii) creating guarantee obligations; provided, however, that we are permitted to pay distributions to stockholders out of available cash subject to certain annual limitations and so long as no default or event of default under the Credit Facilities shall have occurred and be continuing at the time such distribution is declared. The Revolver requires, among other things, the maintenance of a maximum consolidated first lien net debt to consolidated EBITDA 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 June 30, 2015, we were in compliance with the covenants of the Credit Facilities. As of June 30, 2015, we had $3,000 in borrowings under the Revolver and had outstanding letters of credit of $14,008, leaving $82,992 available for borrowings and letters of credit under the Revolver. 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 weighted-average interest rate on the Revolver was 2.80% for the year ended June 30, 2015. There were no outstanding borrowings under the facility for the year ended June 30, 2014. The weighted-average interest rate on the Term B loan was 4.00% for the years ended June 30, 2015 and 2014. Foreign Short-Term Debt Our Israel subsidiaries have aggregate credit facilities available of approximately $15 million (the “Israel Credit Facility”). As of June 30, 2015, we had no outstanding borrowings or other commitments outstanding under the Israel Credit Facility. Interest rate elections under the Israel Credit Facility are LIBOR plus 2.25% or Prime Rate plus 0.5%. The Israel Credit Facility matures in December 2015. Long-Term Debt As of June 30 2015 2014 Term B loan due April 2021 $ 287,100 $ 290,000 Capitalized lease obligations 18 94 287,118 290,094 Unamortized debt discount (600 ) (703 ) 286,518 289,391 Less: current maturities (2,809 ) (2,969 ) $ 283,709 $ 286,422 Aggregate Maturities of Long-Term Debt For the Years Ended June 30 2016 $ 2,913 2017 2,905 2018 2,900 2019 2,900 2020 2,900 Thereafter 272,600 Total $ 287,118 |
Common Stock, Warrant, Preferre
Common Stock, Warrant, Preferred Stock and Dividends | 12 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Preferred Stock, Common Stock, Warrant and Dividends | 7. Common Stock, Warrant, Preferred Stock and Dividends Preferred stock and common stock at June 30, 2015 and 2014 were: 2015 2014 2015 2014 As of June 30 Authorized Shares Par value Issued and outstanding shares Preferred stock 16,000,000 16,000,000 $ 0.0001 — — Common stock−Class A 300,000,000 300,000,000 $ 0.0001 17,747,793 17,442,953 Common stock−Class B 30,000,000 30,000,000 $ 0.0001 21,320,275 21,348,600 Common Stock and Common Stock Warrant General Except as otherwise provided by our amended and restated certificate of incorporation or applicable law, the holders of our Class A common stock and Class B common stock shall vote together as a single class. There are no cumulative voting rights. Holders of our Class A common stock and Class B common stock are entitled to receive dividends when and if declared by our Board of Directors out of funds legally available therefore, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our Class A common stock and Class B common stock will be entitled to receive our remaining assets available for distribution. Class A Common Stock Holders of our Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of our Class A common stock do not have preemptive, subscription or conversion rights. Our Class A common stock is not convertible and there are no redemption or sinking fund provisions applicable to our Class A common stock. Unless our Board of Directors determines otherwise, we will issue all of our capital stock in uncertificated form. Class B Common Stock Holders of our Class B common stock are entitled to 10 votes for each share held of record on all matters submitted to a vote of stockholders. BFI holds all of our outstanding Class B common stock. Holders of our Class B common stock do not have preemptive or subscription rights. There are no redemption or sinking fund provisions applicable to our Class B common stock. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain transfers by and among BFI, its affiliates and certain Bendheim family members, as described in the amended and restated certificate of incorporation. Once transferred and converted into Class A common stock, the Class B common stock will not be reissued. In addition, all shares of Class B common stock will automatically convert to shares of Class A common stock when the outstanding shares of Class B common stock and Class A common stock held by BFI, its affiliates and certain Bendheim family members, together, is less than 15% of the total outstanding shares of Class A common stock and Class B common stock, taken as a single class. Holders of our Class B common stock have the right to require us to register the sales of their shares under the Securities Act, under the terms of an agreement between us and the holders. 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, was automatically exercised. BFI paid 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. Preferred Stock We do not have any preferred stock outstanding. Our Board of Directors has the authority to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more series and to fix the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series to the fullest extent permitted by the General Corporation Law of the State of Delaware. The issuance of our preferred stock could have the effect of decreasing the trading price of our Class A common stock, restricting dividends on our capital stock, diluting the voting power of our Class A common stock, impairing the liquidation rights of our capital stock, or delaying or preventing a change in control of the Company. Dividends 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. We declared and paid quarterly cash dividends totaling $15,595 for the year ended June 30, 2015, to holders of our Class A common stock and Class B common stock. 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. |
Stock Option Plan
Stock Option Plan | 12 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option Plan | 8. Stock Option Plan In March 2008, our Board of Directors and stockholders adopted the 2008 Incentive Plan (the “Incentive Plan”). The Incentive Plan provides directors, officers, employees and consultants to the Company with opportunities to purchase common stock pursuant to options that may be granted, and receive grants of restricted stock and other stock-based awards granted, from time to time by the Board of Directors or a committee approved by the Board. The Incentive Plan provides for grants of stock options, stock awards and other incentives for up to 6,630,000 shares. There were 5,131,620 Class A shares available for grant pursuant to the Incentive Plan as of June 30, 2015. In February 2009 and April 2013, PAHC’s Compensation Committee awarded stock options with an exercise price of $11.83 per share, pursuant to the Incentive Plan. In connection with the grants, we obtained third party valuation reports and determined that the exercise price per share was not less than the fair value of the common stock at the grant date. The weighted-average grant-date fair value of stock options was $0.99. The awards granted were non-qualified stock options that vested at various dates through March 2014. The options expire in February 2019. All stock options are exercisable for Class A common stock. The Company recognized compensation expense for the options over the vesting period in selling, general and administrative expenses. As of June 30, 2015, there was no unrecognized compensation expense. Expense related to stock options for 2015, 2014 and 2013, was $0, $73 and $215, respectively. The following table summarizes the activity related to stock options during 2015: Options Shares Weighted- Per Share Outstanding, June 30, 2014 1,498,380 $ 11.83 Granted — — Exercised (112,840 ) $ 11.83 Forfeited or expired — — Outstanding, June 30, 2015 1,385,540 $ 11.83 Exercisable, June 30, 2015 1,385,540 $ 11.83 All options were fully vested and exercisable at June 30, 2015. At June 30, 2015, options outstanding and exercisable had a weighted average remaining contractual life was 3.7 years, and had a $37,562 aggregate intrinsic value, based on the market price as of that date, less the exercise price. The Company uses the Black-Scholes option pricing model for determining the fair value of option grants. The following assumptions were used in the Black-Scholes model in determining the fair value of the most recently granted stock options: 2013 Risk-free rate of return 2.70% Expected life 3.0 to 7.5 years Expected volatility 35%−50% Expected dividend yield 0.00% The risk-free rate of return is based on U.S. treasury rates, for bonds with similar maturities, as of the grant date. The expected life is based on historical turnover rates by employee classification. Expected volatility is estimated based on implied volatility and a comparison to similar publicly traded companies in similar industries. At the dates of the grants, the expected dividend yield assumed the Company would not pay dividends for the expected life of the options. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. Related Party Transactions The Mayflower term loan and the BFI term loan were related party transactions for the periods outstanding. Certain relatives of Mr. Bendheim provided services to us as employees or consultants and received aggregate compensation and benefits of approximately $1,927, $1,764 and $1,858 for 2015, 2014 and 2013, respectively. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Jun. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 10. 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. The measurement dates for the pension plan were as of June 30, 2015, 2014 and 2013. Changes in the projected benefit obligation, plan assets and funded status were: For the Years Ended June 30 2015 2014 Change in projected benefit obligation Projected benefit obligation at beginning of year $ 57,599 $ 46,569 Service cost 2,954 2,457 Interest cost 2,618 2,333 Benefits paid (1,116 ) (1,092 ) Actuarial (gain) loss 550 7,332 Projected benefit obligation at end of year $ 62,605 $ 57,599 Change in plan assets Fair value of plan assets at beginning of year $ 39,581 $ 31,501 Actual return on plan assets (1,248 ) 4,339 Employer contributions 6,815 4,833 Benefits paid (1,116 ) (1,092 ) Fair value of plan assets at end of year $ 44,032 $ 39,581 Funded status at end of year $ ) $ (18,018 ) The funded status is included in other liabilities in the consolidated balance sheets. At June 30, 2015 and 2014, the accumulated benefit obligation was $56,904 and $51,980, respectively. The Company expects to contribute approximately $12,990 to the pension plan during 2016. We seek to maintain an asset balance that meets the long-term funding requirements identified by actuarial projections while also satisfying ERISA fiduciary responsibilities. Accumulated other comprehensive (income) loss related to the pension plan was: For the Years Ended June 30 2015 2014 Balance at beginning of period $ 16,663 $ 12,240 Amortization of net actuarial loss (gain) and prior service costs (1,405 ) (903 ) Current period net actuarial loss (gain) 4,626 5,326 Net change 3,221 4,423 Balance at end of period $ 19,884 $ 16,663 Amortization of unrecognized net actuarial (gain) loss and prior service costs will be approximately $1,589 during 2016. Net periodic pension expense was: For the Years Ended June 30 2015 2014 2013 Service cost−benefits earned during the year $ 2,954 $ 2,457 $ 2,729 Interest cost on benefit obligation 2,618 2,333 2,058 Expected return on plan assets (2,828 ) (2,334 ) (2,136 ) Amortization of net actuarial loss and prior service costs 1,405 904 1,405 Net periodic pension expense $ 4,149 $ 3,360 $ 4,056 Significant actuarial assumptions for the plan were: For the Years Ended June 30 2015 2014 2013 Discount rate for service and interest 4.5% 5.0% 4.4% Expected rate of return on plan assets 6.7% 7.0% 7.5% Rate of compensation increase 3.0%–3.75% 3.0%–4.5% 3.0%–4.5% Discount rate for year-end benefit obligation 4.6% 4.5% 5.0% The plan used the Aon Hewitt AA Bond Universe as a benchmark for its discount rate as of June 30, 2015, 2014 and 2013. The discount rate is determined by matching the pension plan’s timing and amount of expected cash outflows to a bond yield curve constructed from a population of AA-rated corporate bond issues which are generally non-callable and have at least $250 million par value outstanding. From this, the discount rate that results in the same present value is calculated. Estimated future benefit payments, including benefits attributable to future service, are: For the Years Ended June 30 2016 $ 1,685 2017 1,938 2018 2,173 2019 2,433 2020 2,724 2021–2024 17,886 The plan’s target asset allocations for 2016 and the weighted-average asset allocation of plan assets as of June 30, 2015 and 2014 are: Target Percentage of Plan Assets For the years ended June 30 2016 2015 2014 Debt securities 10%–35% 19 % 20 % Equity securities 20%–50% 35 % 35 % Global asset allocation/risk parity (1) 20%–40% 35 % 35 % Other 0%–25% 11 % 10 % (1) The global asset allocation/risk parity category consists of a variety of asset classes including, but not limited to, global bonds, global equities, real estate and commodities. The expected long-term rate of return for the plan’s total assets is generally based on the plan’s asset mix. In determining the rate to use, we consider the expected long-term real returns on asset categories, expectations for inflation, estimates of the effect of active management and actual historical returns. The investment policy and strategy is to earn a long term investment return sufficient to meet the obligations of the plans, while assuming a moderate amount of risk in order to maximize investment return. In order to achieve this goal, assets are invested in a diversified portfolio consisting of equity securities, debt securities, and other investments in a manner consistent with ERISA’s fiduciary requirements. The fair values of the Company’s plan assets by asset category were: Fair Value Measurements Using As of June 30, 2015 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 129 $ — $ — $ 129 Common-collective funds Global large cap equities — 10,995 — 10,995 Fixed income securities — 8,565 — 8,565 Global asset allocations/risk parity — 6,685 — 6,685 Mutual funds Global equities 4,366 — — 4,366 Global asset allocations/risk parity 4,303 — — 4,303 Other Global asset allocations/risk parity — — 4,251 4,251 Other — — 4,738 4,738 $ 8,798 $ 26,245 $ 8,989 $ 44,032 Fair Value Measurements Using As of June 30, 2014 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 138 $ — $ — $ 138 Common-collective funds Global large cap equities — 9,909 — 9,909 Fixed income securities — 3,935 — 3,935 Global asset allocations/risk parity — 5,803 — 5,803 Mutual funds Global equities 3,925 — — 3,925 Fixed income securities 1,913 — — 1,913 Global asset allocations/risk parity 3,927 — — 3,927 Other Fixed income securities — — 2,007 2,007 Global asset allocations/risk parity — — 3,954 3,954 Other — — 4,070 4,070 $ 9,903 $ 19,647 $ 10,031 $ 39,581 The table below provides a summary of the changes in the fair value of Level 3 assets: Change in Fair Value Level 3 assets 2015 2014 Balance at beginning of period $ 10,031 $ 280 Redemptions (2,026 ) 22 Purchases 1,280 9,773 Change in fair value (296 ) (44 ) Balance at end of period $ 8,989 $ 10,031 The following outlines the valuation methodologies used to estimate the fair value of our pension plan assets: • Cash and cash equivalents are valued at $1 per unit; • Common-collective funds are determined based on current market values of the underlying assets of the fund; • Mutual funds and foreign currency deposits are valued using quoted market prices in active markets; and • For Level 3 managed assets, business appraisers use a combination of valuations and appraisal methodologies, as well as a number of assumptions to create a price which brokers evaluate. For Level 3 non-managed assets, pricing is provided by various sources, such as issuer or investment manager. Our consolidated balance sheets include other liabilities of $12,438 and $13,007 as of June 30, 2015 and 2014, respectively, for other retirement benefits, including supplemental executive retirement benefits, international retirement plans and other employee benefit plans. Expense under these plans was $3,286, $3,832 and $2,817 for 2015, 2014 and 2013, respectively. We provide a 401(k) retirement savings plan, under which United States employees may make a pre-tax contribution of up to the lesser of 60% of compensation or the maximum amount permitted under the U.S. Internal Revenue Code. We make a matching contribution equal to 100% of the first 1% of an employee’s contribution and make a matching contribution equal to 50% of the next 5% of an employee’s contribution. Employees hired on or after January 1, 2014, receive a non-elective Company contribution of 3% and are eligible to receive an additional discretionary payment between 1% and 4%, depending on age and years of service, provided that such payments comply with mandatory non-discrimination testing. Participants are fully vested in employer contributions after two years of service. Our contribution expense was $1,583, $1,281 and $1,175 in 2015, 2014 and 2013, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes Income (loss) before income taxes was: For the Years Ended June 30 2015 2014 2013 Domestic $ 15,937 $ (26,226 ) (6,581 ) Foreign 62,826 32,534 24,429 Income (loss) before income taxes $ 78,763 $ 6,308 17,848 Components of the provision for income taxes were: For the Years Ended June 30 2015 2014 2013 Current provision (benefit): Federal $ (468 ) $ (673 ) $ — State and local (48 ) (268 ) 391 Foreign 13,868 9,087 4,487 Total current provision 13,352 8,146 4,878 Deferred provision (benefit): Federal 6,157 (1,632 ) (12,160 ) State and local 1,311 (1,877 ) (616 ) Foreign 5,933 966 (1,204 ) Change in valuation allowance–domestic (7,468 ) 3,509 1,704 Change in valuation allowance–foreign (802 ) 323 355 Total deferred provision 5,131 1,289 (11,921 ) Provision (benefit) for income taxes $ 18,483 $ 9,435 $ (7,043 ) Reconciliations of the Federal statutory rate to the Company’s effective tax rate were: For the Years Ended June 30 2015 2014 2013 Federal income tax rate 35.0 % 35.0 % 35.0 % State and local taxes, net of federal benefit 0.2 (0.9 ) 1.4 Change in federal valuation allowance (7.8 ) 43.6 7.8 Foreign income tax rates and change in foreign valuation allowance (1.6 ) (60.9 ) (17.5 ) Foreign withholding tax 0.3 36.5 1.4 Foreign incentive tax rates (4.1 ) (30.1 ) (13.9 ) Acquisition related change in domestic valuation allowance — — (50.7 ) Change in liability for uncertain tax positions 1.5 (34.9 ) 5.4 Taxable income not recorded on books — — 0.6 Repatriation of foreign earnings — 138.7 — Permanent items (0.3 ) 26.1 (7.9 ) Other 0.3 (3.5 ) (1.1 ) Effective tax rate 23.5 % 149.6 % (39.5 )% We have not provided for United States or additional foreign taxes on approximately $125,313 of 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. During 2014, we reviewed the ongoing cash needs of our foreign subsidiaries and determined $25,000 was not needed for reinvestment. Based on this review, we changed our indefinite reinvestment assertion solely with respect to those earnings and recorded $3,160 of foreign withholding taxes in the provision for income taxes. Our domestic operations received a $25,000 repatriation of foreign earnings in 2014. The tax effects of significant temporary differences that comprise deferred tax assets and liabilities were: As of June 30 2015 2014 Deferred tax assets: Employee related accruals $ 9,778 $ 12,417 Inventory 3,889 2,303 Environmental remediation 2,155 2,306 Net operating loss carry forwards–domestic 13,641 19,183 Net operating loss carry forwards–foreign 4,127 8,729 Other 5,418 7,237 39,008 52,175 Valuation allowance (26,622 ) (32,892 ) 12,386 19,283 Deferred tax liabilities: Property, plant and equipment and intangible assets (11,088 ) (13,428 ) Unrealized foreign exchange gains — (4,680 ) Other (461 ) (131 ) (11,549 ) (18,239 ) Net deferred tax asset (liability) $ 837 $ 1,044 Deferred taxes are included in the consolidated balance sheets as follows: As of June 30 2015 2014 Prepaid expenses and other current assets $ 7,456 $ 3,242 Accrued expenses and other current liabilities — (1,626 ) Other assets 222 3,486 Other liabilities (6,841 ) (4,058 ) $ 837 $ 1,044 We review the realizability of our deferred tax assets whenever circumstances require. As of June 30, 2015, we evaluated the positive and negative evidence relating to the realizability of certain deferred tax assets and determined we will maintain a full valuation allowance against our deferred tax assets from domestic and certain foreign jurisdictions. Currently there is insufficient positive evidence to support that it is more likely than not we will be able to utilize these deferred tax assets. We will evaluate the realizability of the deferred tax assets in future periods, and to the extent that a positive earnings trend continues, a significant portion of the valuation allowances may be released, resulting in a benefit to the provision for income taxes. The valuation allowances for deferred tax assets for the periods presented were: As of June 30 2015 2014 2013 Balance at beginning of period $ 32,892 $ 27,753 $ 36,763 Provision for income taxes (6,270 ) 5,139 2,059 Permanent adjustment for Other Comprehensive — — (2,016 ) Acquisition related adjustment — — (9,053 ) Balance at end of period $ 26,622 $ 32,892 $ 27,753 The valuation allowance for deferred tax assets as of June 30, 2015, includes $21,887 related to domestic jurisdictions and $4,735 related to foreign jurisdictions. The change in valuation allowance for the year ended June 30, 2013, included a $9,053 reversal of domestic valuation allowance. The reversal offset acquisition-related deferred tax liabilities recorded related to certain acquired definite-lived intangible assets. The Company has approximately $34,728 of domestic federal net operating loss carry forwards that expire in 2027 through 2034 and approximately $67,644 of state net operating loss carry forwards that will expire in 2015 through 2034. In addition, the Company has approximately $13,396 of foreign net operating loss carry forwards, most of which are in jurisdictions which have no expiration. Unrecognized tax benefits of $8,078, along with accrued interest and penalties of $1,326 as of June 30 2015, if recognized, would impact the effective tax rate. A reconciliation of the beginning and ending amounts of unrecognized tax benefits for the periods presented are detailed below: As of June 30 2015 2014 2013 Unrecognized tax benefits–beginning of period $ 7,420 $ 12,261 $ 6,565 Tax position changes–prior periods (24 ) 1,276 4,996 Tax position changes–current period 1,945 1,036 404 Settlements with tax authorities — (2,215 ) — Lapse of statute of limitations (907 ) (5,157 ) — Translation (356 ) 219 296 Unrecognized tax benefits–end of period $ 8,078 $ 7,420 $ 12,261 Interest and penalties–end of period 1,326 1,344 1,952 Total liabilities related to uncertain tax positions $ 9,404 $ 8,764 $ 14,213 We recognize interest and penalties associated with uncertain tax positions as a component of the provision for income taxes. We recognized interest and penalties of $66, $(661) and $441 for 2015, 2014 and 2013, respectively. During 2016, we potentially will reverse $1,637 of uncertain tax positions as a result of the lapse of the statute of limitations, with a corresponding benefit to the provision for income taxes. During 2014, certain of our foreign subsidiaries reached a settlement regarding tax examinations, resulting in a $2,614 payment to the tax authorities, a $572 reduction in our provision for income taxes and a $2,215 reduction in previously unrecognized tax benefits. Income tax returns for the following periods are no longer subject to examination by the relevant tax authorities: • U.S. federal and significant states, through June 30, 2006; • Brazil, through December 31, 2009; • Israel, through June 30, 2009 for certain subsidiaries and through June 30, 2012 for certain subsidiaries. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Leases We lease land and office, warehouse and manufacturing equipment and facilities for minimum annual rentals, plus certain cost escalations. We record rent expense on a straight line basis over the term of the lease. At June 30, 2015, we had the following future minimum lease commitments: For the Years Ended June 30 Capital leases Non-cancellable operating leases 2016 $ 15 $ 4,513 2017 6 4,194 2018 — 3,886 2019 — 2,888 2020 — 2,712 Thereafter — 4,198 Total minimum lease payments $ 21 $ 22,391 Amounts representing interest (3 ) Present value of minimum lease payments $ 18 Rent expense under operating leases was $7,240, $6,958, and $6,084, for 2015, 2014 and 2013, respectively. Environmental Our operations and properties are subject to extensive federal, state, local and foreign laws and regulations, including those governing pollution; protection of the environment; the use, management, and release of hazardous materials, substances and wastes; air emissions; greenhouse gas emissions; water use, supply and discharges; the investigation and remediation of contamination; the manufacture, distribution, and sale of regulated materials, including pesticides; the importing, exporting and transportation of products; and the health and safety of our employees (collectively, “Environmental Laws”). As such, the nature of our current and former operations exposes us to the risk of claims with respect to such matters, including fines, penalties, and remediation obligations that may be imposed by regulatory authorities. Under certain circumstances, we might be required to curtail operations until a particular problem is remedied. Known costs and expenses under Environmental Laws incidental to ongoing operations, including the cost of litigation proceedings relating to environmental matters, are included within operating results. Potential costs and expenses may also be incurred in connection with the repair or upgrade of facilities to meet existing or new requirements under Environmental Laws or to investigate or remediate potential or actual contamination and from time to time we establish reserves for such contemplated investigation and remediation costs. In many instances, the ultimate costs under Environmental Laws and the 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 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 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, and a group of companies that sent chemicals to the Omega Chemical Site for processing and recycling has filed a complaint under CERCLA, RCRA and the common law public nuisance doctrine 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. 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 $6,827 and $7,273 at June 30, 2015 and 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. Employment and Severance Agreements We have entered into employment agreements with certain executive management and other employees which specify severance benefits of up to 15 months of the employee’s compensation. |
Derivatives
Derivatives | 12 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | 13. Derivatives We monitor our exposure to commodity prices, interest rates and foreign currency exchange rates, and use derivatives to manage certain of these risks. 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 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 sold, we recognize 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). 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. For additional details regarding fair value, see “—Fair Value Measurements.” At June 30, 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 June 30, 2015 2014 Options Brazilian Real calls R$ 136,500 $ 493 $ 432 Options Brazilian Real puts (R$ 136,500) (2,035 ) (46 ) The unrecognized gains (losses) at June 30, 2015, are unrealized and will fluctuate based on future exchange rates until the derivative contracts mature. All derivative contracts that matured during 2015, 2014 and 2013 had no value at maturity and no gains (losses) were realized. Of the $(1,542) of unrecognized gain (losses) on derivative instruments included in accumulated other comprehensive income (loss) at June 30, 2015, we anticipate that $(300) of the current fair value will be recognized in 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. We hedge forecasted transactions for periods not exceeding twenty-four months. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 14. Fair Value Measurements Fair value is defined as the exit price that would be received to sell an asset or paid to transfer a liability. Fair value is a market-based measurement that should be determined using assumptions that market participants would use in pricing an asset or liability. Financial assets and liabilities are measured at fair value using the three-level valuation hierarchy for disclosure of fair value measurements. The determination of the applicable level within the hierarchy of a particular asset or liability depends on the inputs used in the valuation as of the measurement date, notably the extent to which the inputs are market-based (observable) or internally derived (unobservable). Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs based on a company’s own assumptions about market participant assumptions developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Significant observable inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly through corroboration with observable market data. Level 3 – Unobservable inputs for which there is little or no market data available, and which are significant to the overall fair value measurement, are employed which require the reporting entity to develop its own assumptions. In assessing the fair value of financial instruments at June 30, 2015 and 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 to be representative of their fair value because of the current nature of these items. Letters of Credit We obtain letters of credit in connection with certain regulatory and insurance obligations, inventory purchases and other contractual obligations. The carrying values of these letters of credit are considered to be representative of their fair values because of the nature of the instruments. Long Term Debt We record the Term B Loan at book value in our consolidated financial statements. We believe the carrying value of the Term B Loan is approximately equal to the fair value. Deferred Consideration on Acquisitions We estimated the fair value of the deferred consideration on acquisitions using the income approach, based on the Company’s current sales forecast related to the acquired business. Derivatives We determine the fair value of derivative instruments based upon pricing models using observable market inputs for these types of financial instruments, such as spot and forward currency translation rates. As of June 30 2015 2014 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivatives $ — $ (1,542 ) $ — $ — $ 386 $ — Deferred consideration on acquisitions — — 5,465 — — 1,015 The table below provides a summary of the changes in the fair value of Level 3 assets: 2015 2014 Balance at beginning of period $ 1,015 $ 1,725 Changes in estimate 216 (403 ) New items 4,769 — Payments (535 ) (307 ) Balance at end of period $ 5,465 $ 1,015 For a detailed discussion on the fair value of our pension plan assets and the applicable hierarchy for the various components, see “—Employee Benefit Plans.” |
Business Segments
Business Segments | 12 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Business Segments | 15. 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 herein. For the Years Ended June 30 2015 2014 2013 Net sales Animal Health $ 470,800 $ 431,053 $ 384,941 Mineral Nutrition 227,102 201,599 203,169 Performance Products 50,689 59,262 65,041 $ 748,591 $ 691,914 $ 653,151 Depreciation and amortization Animal Health $ 15,430 $ 15,484 $ 13,907 Mineral Nutrition 2,468 2,368 2,275 Performance Products 577 412 242 Corporate 3,129 3,189 2,599 $ 21,604 $ 21,453 $ 19,023 Adjusted EBITDA Animal Health $ 120,259 $ 100,280 $ 82,997 Mineral Nutrition 14,429 11,636 12,069 Performance Products 2,646 4,626 2,927 Corporate (27,315 ) (25,945 ) (22,239 ) $ 110,019 $ 90,597 $ 75,754 Reconciliation of Adjusted EBITDA to income before income taxes Adjusted EBITDA $ 110,019 $ 90,597 $ 75,754 Depreciation and amortization (21,604 ) (21,453 ) (19,023 ) Loss on insurance claim — (5,350 ) — Acquisition related compensation expense (747 ) — — Interest expense, net (14,305 ) (32,962 ) (35,629 ) Foreign currency gains (losses), net 5,400 (1,753 ) (3,103 ) Loss on extinguishment of debt — (22,771 ) — Other income (expense), net — — (151 ) Income before income taxes $ 78,763 $ 6,308 $ 17,848 As of June 30 2015 2014 Identifiable assets Animal Health $ 361,078 $ 361,376 Mineral Nutrition 59,881 57,460 Performance Products 22,255 23,429 Corporate 50,104 30,058 $ 493,318 $ 472,323 The Animal Health segment includes all goodwill. The Animal Health segment includes advances to and investment in equity method investee of $4,364 and $5,140 as of June 30, 2015 and 2014, respectively. The Performance Products segment includes an investment in equity method investee of $361 and $479 as of June 30, 2015 and 2014, respectively. Corporate includes all cash and cash equivalents. |
Geographic Information
Geographic Information | 12 Months Ended |
Jun. 30, 2015 | |
Segments, Geographical Areas [Abstract] | |
Geographic Information | 16. Geographic Information The following is information about our geographic operations. Information is attributed to the geographic areas based on the locations of our subsidiaries. For the Years Ended June 30 2015 2014 2013 Net sales United States $ 475,942 $ 435,414 $ 414,768 Israel 93,459 89,739 93,248 Latin America and Canada 99,578 84,775 68,575 Europe and Africa 36,397 38,563 32,501 Asia/Pacific 43,215 43,423 44,059 $ 748,591 $ 691,914 $ 653,151 As of June 30 2015 2014 Property, plant and equipment, net United States $ 43,775 $ 40,926 Israel 36,367 33,426 Brazil 22,767 32,946 Other 1,505 1,861 $ 104,414 $ 109,159 |
Selected Quarterly Results of O
Selected Quarterly Results of Operations Data (Unaudited) | 12 Months Ended |
Jun. 30, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Results of Operations Data (Unaudited) | 17. Selected Quarterly Financial Data (Unaudited) This quarterly financial data was prepared on the same basis as, and should be read in conjunction with, the audited consolidated financial statements and related notes included herein. We previously restated our 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 restated the three and nine months ended March 31, 2015, because we concluded the corrections were material to the interim consolidated financial statements. This quarterly financial data 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. Quarters Year For the Periods Ended September 30, (Revised) December 31, (Revised) March 31, (Restated) June 30, 2015 June 30, 2015 (in thousands) Net sales Animal Health $ 117,225 $ 118,785 $ 117,346 $ 117,444 $ 470,800 Mineral Nutrition 55,447 58,742 57,320 55,593 227,102 Performance Products 14,786 11,161 12,829 11,913 50,689 Total net sales 187,458 188,688 187,495 184,950 748,591 Cost of goods sold 127,129 132,603 128,385 124,102 512,219 Gross profit 60,329 56,085 59,110 60,848 236,372 Selling, general and administrative expenses 35,224 36,298 37,297 39,885 148,704 Operating income (loss) 25,105 19,787 21,813 20,963 87,668 Interest expense, net 3,490 3,515 3,602 3,698 14,305 Foreign currency (gains) losses, net (1,204 ) (1,018 ) (4,633 ) 1,455 (5,400 ) Income before income taxes 22,819 17,290 22,844 15,810 78,763 Provision (benefit) for income taxes 3,887 3,042 6,148 5,406 18,483 Net income $ 18,932 $ 14,248 $ 16,696 $ 10,404 $ 60,280 Net income per share basic $ 0.49 $ 0.37 $ 0.43 $ 0.27 $ 1.55 diluted $ 0.48 $ 0.36 $ 0.42 $ 0.26 $ 1.51 Adjusted EBITDA Animal Health $ 32,454 $ 28,296 $ 29,629 $ 29,880 $ 120,259 Mineral Nutrition 3,479 3,754 3,761 3,435 14,429 Performance Products 1,036 162 994 454 2,646 Corporate (6,511 ) (7,184 ) (6,888 ) (6,732 ) (27,315 ) Adjusted EBITDA $ 30,458 $ 25,028 $ 27,496 $ 27,037 $ 110,019 Reconciliation of Adjusted EBITDA to income Adjusted EBITDA $ 30,458 $ 25,028 $ 27,496 $ 27,037 $ 110,019 Depreciation and amortization (5,353 ) (5,241 ) (5,356 ) (5,654 ) (21,604 ) Acquisition related compensation expense — — (327 ) (420 ) (747 ) Interest expense, net (3,490 ) (3,515 ) (3,602 ) (3,698 ) (14,305 ) Foreign currency gains (losses), net 1,204 1,018 4,633 (1,455 ) 5,400 Income before income taxes $ 22,819 $ 17,290 $ 22,844 $ 15,810 $ 78,763 Quarters Year For the Periods Ended September 30, 2013 December 31, 2013 March 31, 2014 June 30, 2014 June 30, 2014 (in thousands) Net sales Animal Health $ 101,171 $ 107,966 $ 107,808 $ 114,108 $ 431,053 Mineral Nutrition 46,186 50,633 49,901 54,879 201,599 Performance Products 14,871 14,143 15,558 14,690 59,262 Total net sales 162,228 172,742 173,267 183,677 691,914 Cost of goods sold 112,716 121,586 120,425 129,412 484,139 Gross profit 49,512 51,156 52,842 54,265 207,775 Selling, general and administrative expenses 33,115 34,138 35,520 41,208 143,981 Operating income (loss) 16,397 17,018 17,322 13,057 63,794 Interest expense, net 8,735 8,719 8,744 6,764 32,962 Foreign currency (gains) losses, net 648 1,165 275 (335 ) 1,753 Loss on extinguishment of debt — — — 22,771 22,771 Income (loss) before income taxes 7,014 7,134 8,303 (16,143 ) 6,308 Provision (benefit) for income taxes 1,171 4,832 1,933 1,499 9,435 Net income (loss) $ 5,843 $ 2,302 $ 6,370 $ (17,642 ) $ (3,127 ) Net income per share–basic and diluted $ 0.19 $ 0.08 $ 0.21 $ (0.47 ) $ (0.10 ) Adjusted EBITDA Animal Health $ 24,107 $ 24,522 $ 25,505 $ 26,146 $ 100,280 Mineral Nutrition 2,460 2,878 2,807 3,491 11,636 Performance Products 1,096 1,103 906 1,521 4,626 Corporate (6,065 ) (6,193 ) (6,774 ) (6,913 ) (25,945 ) Adjusted EBITDA $ 21,598 $ 22,310 $ 22,444 $ 24,245 $ 90,597 Reconciliation of Adjusted EBITDA to income Adjusted EBITDA $ 21,598 $ 22,310 $ 22,444 $ 24,245 $ 90,597 Depreciation and amortization (5,201 ) (5,292 ) (5,122 ) (5,838 ) (21,453 ) Loss on insurance claim — — — (5,350 ) (5,350 ) Interest expense, net (8,735 ) (8,719 ) (8,744 ) (6,764 ) (32,962 ) Foreign currency gains (losses), net (648 ) (1,165 ) (275 ) 335 (1,753 ) Loss on extinguishment of debt — — — (22,771 ) (22,771 ) Income before income taxes $ 7,014 $ 7,134 $ 8,303 $ (16,143 ) $ 6,308 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies and New Accounting Standards (Policies) | 12 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of Phibro and its consolidated subsidiaries. Intercompany balances and transactions have been eliminated from the consolidated financial statements. The decision whether or not to consolidate an entity requires consideration of majority voting interests, as well as effective control over the entity. We present our financial statements on the basis of our fiscal year ending June 30. All references to years in these consolidated financial statements refer to the fiscal year ending or ended on June 30 of that year. |
Risks, Uncertainties and Liquidity | Risks, Uncertainties and Liquidity The issue of the potential for increased bacterial resistance to certain antibiotics used in certain food-producing animals is the subject of discussions on a worldwide basis and, in certain instances, has led to government restrictions on or banning of the use of antibiotics in food-producing animals. The sale of antibiotics and antibacterials is a material portion of our business. Should regulatory or other developments result in restrictions on the sale of such products, it could have a material adverse effect on our financial position, results of operations and cash flows. The testing, manufacturing, and marketing of certain of our products are subject to extensive regulation by numerous government authorities in the United States and other countries. We have significant assets in Israel, Brazil and other locations outside of the United States and a significant portion of our sales and earnings are attributable to operations conducted abroad. Our assets, results of operations and future prospects are subject to currency exchange fluctuations and restrictions, energy shortages, other economic developments, political or social instability in some countries, and uncertainty of, and governmental control over, commercial rights, which could result in a material adverse effect on our financial position, results of operations and cash flows. We are subject to environmental laws and regulations governing the use, storage, handling, generation, treatment, emission, release, discharge and disposal of certain materials and wastes, the remediation of contaminated soil and groundwater, the manufacture, sale and use of regulated materials, including pesticides, and the health and safety of employees. As such, the nature of our current and former operations and those of our subsidiaries expose Phibro and our subsidiaries to the risk of claims with respect to such matters. |
Use of Estimates | Use of Estimates Preparation of the consolidated financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Actual results could differ from these estimates. Significant estimates include valuation of intangible assets, depreciation and amortization periods of long-lived and intangible assets, recoverability of long-lived and intangible assets and goodwill, realizability of deferred income tax and value-added tax assets, legal and environmental matters and actuarial assumptions related to our pension plans. We regularly evaluate our estimates and assumptions using historical experience and other factors. Our estimates are based on complex judgments, probabilities and assumptions that we believe to be reasonable. |
Revenue Recognition | Revenue Recognition We recognize revenue for sales of our goods upon transfer of title and when risk of loss passes to the customer. Certain of our businesses have terms where title and risk of loss transfer on shipment. Certain of our businesses have terms where title and risk of loss transfer on delivery. Additional conditions for recognition of revenue are that persuasive evidence of an arrangement exists, the selling price is fixed or determinable, collections of sales proceeds are reasonably assured and we have no further performance obligations. We record estimated reductions to revenue for customer programs and incentive offerings, including pricing arrangements and other volume-based incentives, at the time the sale is recorded. Royalty and licensing income from licensing agreements are recognized when earned under the terms of the related agreements, and all performance obligations have been met, and are included in Net Sales in the consolidated statements of operations. Net sales include shipping and handling fees billed to customers. Delivery costs to our customers are included in cost of goods sold in the consolidated statements of operations. Net sales exclude value-added and other taxes based on sales. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents include highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents held at financial institutions may at times exceed federally insured amounts. We believe we mitigate such risk by investing in or through major financial institutions. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are recorded at the invoiced amount and do not bear interest. We grant credit terms in the normal course of business and generally do not require collateral or other security to support credit sales. Our ten largest customers represented, in aggregate, approximately 26% and 21% of accounts receivable at June 30, 2015 and 2014, respectively. The allowance for doubtful accounts is our best estimate of the probable credit losses in existing accounts receivable. We monitor the financial performance and creditworthiness of our customers so that we can properly assess and respond to changes in their credit profile. We also monitor domestic and international economic conditions for the potential effect on our customers. Past due balances are reviewed individually for collectability. Account balances are charged against the allowance when we determine it is probable the receivable will not be recovered. |
Inventories | Inventories Inventories are valued at the lower of cost or market. Cost is determined principally under weighted average and standard cost methods, which approximate first-in, first-out (FIFO) cost. Obsolete and unsalable inventories, if any, are reflected at estimated net realizable value. Inventory costs include materials, direct labor and manufacturing overhead. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost. We capitalize interest expense as part of the cost of construction of facilities and equipment. No interest expense was capitalized in 2015, 2014 and 2013. Depreciation is charged to results of operations using the straight-line method based upon the assets’ estimated useful lives ranging from 5 to 30 years for buildings and improvements, and 3 to 16 years for machinery and equipment. We capitalize costs that extend the useful life or productive capacity of an asset. Repair and maintenance costs are expensed as incurred. In the case of disposals, the assets and related accumulated depreciation are removed from the accounts, and the net amounts, less proceeds from disposal, are included in the consolidated statements of operations. |
Capitalized Software Costs | Capitalized Software Costs We capitalize costs to obtain, develop and implement software for internal use in accordance with FASB Accounting Standards Codification (“ASC”) 350-40, Internal Use Software. Amounts paid to third parties and costs of internal employees who are directly associated with the software project are also capitalized, depending on the stage of development. We expense software costs that do not meet the capitalization criteria. Capitalized software costs are included in property, plant and equipment on the consolidated balance sheets and are amortized on a straight-line basis over 3 to 7 years. |
Deferred Financing Costs | Deferred Financing Costs Costs and original issue discounts or premiums related to issuance or modification of our debt are deferred on the consolidated balance sheet and amortized over the lives of the respective debt instruments. Amortization of deferred financing costs is included in interest expense in the consolidated statements of operations. |
Acquisitions, Intangible Assets and Goodwill | Acquisitions, Intangible Assets and Goodwill Our consolidated financial statements reflect the operations of an acquired business beginning as of the date of acquisition. Assets acquired and liabilities assumed are recorded at their fair values at the date of acquisition; goodwill is recorded for any excess of the purchase price over the fair values of the net assets acquired. Significant judgment is required to determine the fair value of certain tangible and intangible assets and in assigning their respective useful lives. Accordingly, we typically obtain the assistance of third-party valuation specialists for significant tangible and intangible assets. The fair values are based on available historical information and on future expectations and assumptions deemed reasonable by management, but are inherently uncertain. We typically use an income method to measure the fair value of intangible assets, which is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration of other marketplace participants, and include the amount and timing of future cash flows (including expected growth rates and profitability), the underlying product or technology life cycles, economic barriers to entry and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances could affect the accuracy or validity of the estimates and assumptions. Determining the useful life of an intangible asset also requires judgment. Our estimates of the useful lives of intangible assets are primarily based on a number of factors including competitive environment, underlying product life cycles, operating plans and the macroeconomic environment of the countries in which the products are sold. Intangible assets are amortized over their estimated lives. Intangible assets associated with acquired in-process research and development activities (“IPR&D”) are not amortized until a product is available for sale and regulatory approval is obtained. Amortization expense is included in selling, general and administrative expenses in the consolidated statements of operations. |
Long-Lived Assets and Goodwill | Long-Lived Assets and Goodwill We periodically review our long-lived and amortizable intangible assets for impairment and assess whether significant events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. Such circumstances may include a significant decrease in the market price of an asset, a significant adverse change in the manner in which the asset is being used or in its physical condition or a history of operating or cash flow losses associated with the use of an asset. An impairment loss would be recognized when the carrying amount of an asset exceeds the anticipated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset’s carrying value over its fair value. In addition, we periodically reassess the estimated remaining useful lives of our long-lived assets. Changes to estimated useful lives would affect the amount of depreciation and amortization recorded in the consolidated statements of operations. We have not experienced significant changes in the carrying value or estimated remaining useful lives of our long-lived or amortizable intangible assets in the periods included in the consolidated financial statements. We assess indefinite life intangibles assets associated with acquired IPR&D for impairment annually, or whenever impairment indicators exist, by performing an initial qualitative analysis to determine if the fair value of the IPR&D is less than the carrying amount of the asset. An impairment loss would be recognized for the excess of the asset’s carrying value over its fair value. We assess goodwill for impairment annually, or whenever impairment indicators exist. In the absence of any impairment indicators, goodwill is assessed during the fourth quarter of each fiscal year. In determining the existence of an impairment indicator, certain judgments are required which are based on external market conditions as well as the current and anticipated operational performance of our business. Future events could lead us to conclude that impairment indicators exist and that goodwill may be impaired. During the fourth quarter of fiscal year 2015, we chose to use certain accounting guidance allowing an entity to perform an initial qualitative analysis of the fair value of its reporting units to determine whether it is necessary to undertake a quantitative goodwill analysis. The qualitative analysis determined the fair values of the reporting units more likely than not exceeded their carrying values and, as a result, goodwill was not impaired. During fiscal year 2014, we performed the annual goodwill impairment assessment and determined that none of the goodwill was impaired. |
Foreign Currency Translation | Foreign Currency Translation We generally use local currency as the functional currency to measure the financial position and results of operations of each of our international subsidiaries. We translate assets and liabilities of these operations at the exchange rates in effect at the balance sheet date. We translate income statement accounts at the average rates of exchange prevailing during the period. Translation adjustments that arise from the use of differing exchange rates from period to period are included in accumulated other comprehensive income (loss) in stockholders’ equity. Certain of our Israeli operations have designated the U.S. dollar as their functional currency. Gains and losses arising from remeasurement of local currency accounts into U.S. dollars are included in determining net income or loss. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) consists of net income (loss) and the changes in: (i) the fair value of derivative instruments; (ii) foreign currency translation adjustment; (iii) unrecognized net pension gains (losses); and (iv) the related (provision) benefit for income taxes. |
Derivative Financial Instruments | Derivative Financial Instruments We record all derivative financial instruments on the consolidated balance sheets at fair value. Changes in the fair value of derivatives are recorded in results of operations or accumulated other comprehensive income (loss), depending on whether a derivative is designated and effective as part of a hedge transaction and, if so, the type of hedge transaction. Gains and losses on derivative instruments reported in accumulated other comprehensive income (loss) are included in the results of operations in the periods in which operations are affected by the underlying hedged item. From time to time, we use forward contracts and options to mitigate exposure to changes in foreign currency exchange rates and as a means of hedging forecasted operating costs. To qualify a derivative as a hedge, we document the nature and relationships between hedging instruments and hedged items, the highly effective nature of the hedging instrument, the risk-management objectives, the strategies for undertaking the various hedge transactions and the methods of assessing hedge effectiveness. We hedge forecasted transactions for periods not exceeding the next twenty-four months. We do not engage in trading or other speculative uses of financial instruments. |
Environmental Liabilities | Environmental Liabilities Expenditures for ongoing compliance with environmental regulations are expensed or capitalized as appropriate. We capitalize expenditures made to extend the useful life or productive capacity of an asset, including expenditures that prevent future environmental contamination. Other expenditures are expensed as incurred and are recorded in selling, general and administrative expenses in the consolidated statements of operations. We record the expense and related liability in the period an environmental assessment indicates remedial efforts are probable and the costs can be reasonably estimated. Estimates of the liability are based upon currently available facts, existing technology and presently enacted laws and regulations taking into consideration the likely effects of inflation and other societal and economic factors. All available evidence is considered, including prior experience in remediation of contaminated sites, other companies’ experiences and data released by the U.S. Environmental Protection Agency and other organizations. The estimated liabilities are not discounted. We record anticipated recoveries under existing insurance contracts if probable. |
Income Taxes | Income Taxes The provision for income taxes includes U.S. federal, state, and foreign income taxes and foreign withholding taxes. Our annual effective income tax rate is determined based on our income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which we operate and the tax effects of items treated differently for tax purposes than for financial reporting purposes. Tax law requires certain items be included in the tax return at different times than the items are reflected in the financial statements. Some of these differences are permanent, such as expenses that are not deductible in our tax return, and some differences are temporary, reversing over time, such as depreciation expense. These temporary differences give rise to deferred tax assets and liabilities. Deferred tax assets generally represent the tax effect of items that can be used as a tax deduction or credit in future years for which we have already recorded the tax benefit in our income statement. Deferred tax liabilities generally represent the tax effect of items recorded as tax expense in our income statement for which payment has been deferred, the tax effect of expenditures for which a deduction has already been taken in our tax return but has not yet been recognized in our income statement or the tax effect of assets recorded at fair value in business combinations for which there was no corresponding tax basis adjustment. Significant judgment is required in determining our income tax provision and in evaluating our tax positions. The recognition and measurement of a tax position is based on management’s best judgment given the facts, circumstances and information available at the reporting date. Inherent in determining our annual effective income tax rate are judgments regarding business plans, planning opportunities and expectations about future outcomes. Realization of certain deferred tax assets, primarily net operating loss carryforwards, is dependent upon generating sufficient future taxable income in the appropriate jurisdiction prior to the expiration of the carryforward periods. We establish valuation allowances for deferred tax assets when the amount of expected future taxable income is not likely to support the use of the deduction or credit. We operate in multiple jurisdictions with complex tax policy and regulatory environments. In certain of these jurisdictions, we may take tax positions that management believes are supportable, but are potentially subject to successful challenge by the applicable taxing authority. We evaluate our tax positions and establish liabilities in accordance with the applicable accounting guidance on uncertainty in income taxes. We review these tax uncertainties in light of changing facts and circumstances, such as the progress of tax audits, and adjust them accordingly. Because there are a number of estimates and assumptions inherent in calculating the various components of our income tax provision, future events such as changes in tax legislation, the geographic mix of earnings, completion of tax audits or earnings repatriation plans could have an effect on those estimates and our effective income tax rate. |
Research and Development Expenditures | Research and Development Expenditures Research and development expenditures are expensed as incurred and are recorded in selling, general and administrative expenses in the consolidated statements of operations. Most of our manufacturing facilities have chemists and technicians on staff involved in product development, quality assurance, quality control and providing technical services to customers. Research, development and technical service efforts are conducted at various facilities. Our animal health research and development activities relate to: fermentation development and micro-biological strain improvement; vaccine development; chemical synthesis and formulation development; nutritional specialties development; and ethanol-related products. |
Stock-Based Compensation | Stock-Based Compensation All stock-based compensation to employees, including grants of stock options, is expensed over the requisite service period based on the grant date fair value of the awards. We determine the fair value of stock-based awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate the fair value. This method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options. |
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 assumed exercise of stock options and warrants. For the year ended June 30, 2015, all stock options were included in the calculation of diluted net income per share. For the year ended June 30, 2014, because there was a net loss, 296,162 net shares of stock options and warrants were excluded from the calculation of diluted net income per share because of the anti-dilutive effect from the assumed exercise of these options and warrants. For the year ended June 30, 2013 all stock options and warrants had an exercise price greater than the estimated market value and thus were excluded from the calculation due to being anti-dilutive. For the Periods Ended June 30 2015 2014 2013 Net income $ 60,280 $ (3,127 ) $ 24,891 Weighted average number of shares–basic 38,969 32,193 30,458 Dilutive effect of stock options and warrant 846 — — Weighted average number of shares–diluted 39,815 32,193 30,458 Net income per share: basic $ 1.55 $ (0.10 ) $ 0.82 diluted $ 1.51 $ (0.10 ) $ 0.82 |
New Accounting Standards | New Accounting Standards Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2015-11, Inventory (Topic 330), requires entities to measure inventory at the lower of cost and net realizable value (“NRV”). NRV is defined as“the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” The guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those fiscal years. Early application is permitted. We are evaluating the impact of adoption of this guidance on our consolidated financial statements. ASU 2015-05, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40). The amendments in this Update provide guidance to companies regarding the treatment of cloud computing arrangements and if an arrangement includes a software license. ASU 2015-05 requires that if there is an element of a license in the arrangement that a company account for that software license element consistent with the treatment of a direct acquisition of a software license. Otherwise the arrangement is to be accounted for as a service contract. This guidance does not change the existing guidance relevant to service contracts. This guidance is effective for annual reporting periods beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for both prospective and retrospective transition methods. We do not expect adoption of this guidance will have a material effect on our consolidated financial statements. ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30), intends to simplify presentation of debt issuance costs. The provisions of ASU 2015-03 require that debt issuance costs related to a recorded debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with the treatment required of debt discounts. The current treatment, as prescribed by the currently effective literature, is to capitalize the costs of debt issuance as an asset. The recognition and measurement guidance for debt issuance costs otherwise remain unaffected. The provisions of ASU 2015-03 are effective for annual reporting periods beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. We do not expect adoption of this guidance will have a material effect 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 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 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. Subsequent to June 30, 2015, ASU 2015-14, Revenue from Contracts with Customers – Deferral of the Effective Date, was issued resulting in a one year deferral of the ASU 2014-09 effective date. Thus, ASU 2014-09 is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted for annual periods beginning after December 15, 2016. 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 2014-08, 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. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies and New Accounting Standards (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Net Income per Share and Weighted Average Shares | For the Periods Ended June 30 2015 2014 2013 Net income $ 60,280 $ (3,127 ) $ 24,891 Weighted average number of shares–basic 38,969 32,193 30,458 Dilutive effect of stock options and warrant 846 — — Weighted average number of shares–diluted 39,815 32,193 30,458 Net income per share: basic $ 1.55 $ (0.10 ) $ 0.82 diluted $ 1.51 $ (0.10 ) $ 0.82 |
Statements of Operations-Addi27
Statements of Operations-Additional Information (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Supplemental Income Statement Elements [Abstract] | |
Schedule of additional information of statements of operations | For the Years Ended June 30 2015 2014 2013 Interest expense Term B Loan $ 11,717 $ 2,419 $ — Revolving credit facility 918 171 — Domestic senior credit facility — 1,328 1,250 Senior notes — 24,281 27,750 Mayflower, BFI and Teva term loans — 3,051 3,840 Acquisition-related accrued interest 613 — — Amortization of deferred financing fees, debt discount and imputed interest 967 1,448 2,426 Other 339 383 505 $ 14,554 $ 33,081 $ 35,771 Depreciation and amortization Depreciation of property, plant and equipment $ 16,813 $ 16,439 $ 14,917 Amortization of intangible assets 4,560 4,897 4,106 Amortization of other assets 231 117 — Depreciation and amortization $ 21,604 $ 21,453 $ 19,023 For the Years Ended June 30 2015 2014 2013 Research and development expenditures $ 9,511 $ 8,212 $ 6,638 |
Balance Sheets-Additional Inf28
Balance Sheets-Additional Information (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Balance Sheets Additional Information [Abstract] | |
Schedule of additional information of balance sheets | As of June 30 2015 2014 Accounts receivable, net Trade accounts receivable $ 114,477 $ 115,093 Allowance for doubtful accounts (3,378 ) (1,235 ) $ 111,099 $ 113,858 As of June 30 2015 2014 Allowance for doubtful accounts Balance at beginning of period $ 1,235 $ 658 Provision for bad debts 2,587 226 Effect of changes in exchange rates (218 ) 351 Bad debt write-offs (recovery) (226 ) — Balance at end of period $ 3,378 $ 1,235 As of June 30 2015 2014 Inventories, net Raw materials $ 40,012 $ 44,306 Work-in-process 7,617 7,518 Finished goods 102,157 91,360 $ 149,786 $ 143,184 Property, plant and equipment, net Land $ 9,130 $ 9,773 Buildings and improvements 50,276 51,364 Machinery and equipment 171,797 172,530 231,203 233,667 Accumulated depreciation (126,789 ) (124,508 ) $ 104,414 $ 109,159 As of June 30 Weighted- (Years) 2015 2014 Intangibles, net Cost Medicated feed additive product registrations 10 $ 11,753 $ 11,792 Rights to sell in international markets 10 4,292 4,292 Customer relationships 13 10,615 10,702 Technology 12 38,580 28,259 Distribution agreements 4 3,298 3,447 Trade names, trademarks and other 5 2,740 2,740 In-process research and development 1,579 — 72,857 61,232 As of June 30 Weighted- (Years) 2015 2014 Accumulated amortization Medicated feed additive product registrations (10,669 ) (11,039 ) Rights to sell in international markets (4,292 ) (4,292 ) Customer relationships (5,267 ) (4,265 ) Technology (9,741 ) (6,510 ) Distribution agreements (3,298 ) (3,309 ) Trade names, trademarks and other (2,309 ) (2,014 ) (35,576 ) (31,429 ) $ 37,281 $ 29,803 As of June 30 2015 2014 Other assets Goodwill $ 12,613 $ 12,613 Acquisition related note receivable 5,000 — Equity method investments 4,725 5,619 Insurance investments 4,788 4,626 Deferred financing fees 4,335 5,199 Deferred income taxes 221 3,486 Other 6,213 2,529 $ 37,895 $ 34,072 As of June 30 2015 2014 Accrued expenses and other current liabilities Employee related accruals $ 22,273 $ 20,813 Commissions and rebates 4,148 2,973 Insurance related 1,368 1,395 Professional fees 3,543 4,229 Deferred consideration on acquisitions 1,196 1,420 Product liability claims — 5,286 Other accrued liabilities 12,935 13,745 $ 45,463 $ 49,861 Other liabilities Pension and other retirement benefits $ 30,909 $ 31,025 Long term and deferred income taxes 19,098 14,282 Deferred consideration on acquisitions 7,266 2,879 Other long term liabilities 8,375 10,128 $ 65,648 $ 58,314 As of June 30 2015 2014 Accumulated other comprehensive income (loss) Derivative instruments $ (1,542 ) $ 386 Foreign currency translation adjustment (32,723 ) (1,409 ) Unrecognized net pension gains (losses) (19,884 ) (16,663 ) Income tax (provision) benefit on derivative instruments 63 63 Income tax (provision) benefit on long-term intercompany investments 4,923 — Income tax (provision) benefit on pension gains (losses) (2,437 ) (2,437 ) $ (51,600 ) $ (20,060 ) |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of long term debt | As of June 30 2015 2014 Term B loan due April 2021 $ 287,100 $ 290,000 Capitalized lease obligations 18 94 287,118 290,094 Unamortized debt discount (600 ) (703 ) 286,518 289,391 Less: current maturities (2,809 ) (2,969 ) $ 283,709 $ 286,422 |
Schedule of aggregate maturities of long term debt | For the Years Ended June 30 2016 $ 2,913 2017 2,905 2018 2,900 2019 2,900 2020 2,900 Thereafter 272,600 Total $ 287,118 |
Common Stock, Warrant, Prefer30
Common Stock, Warrant, Preferred Stock and Dividends (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Schedule of preferred shares and common shares | 2015 2014 2015 2014 As of June 30 Authorized Shares Par value Issued and outstanding shares Preferred stock 16,000,000 16,000,000 $ 0.0001 — — Common stock−Class A 300,000,000 300,000,000 $ 0.0001 17,747,793 17,442,953 Common stock−Class B 30,000,000 30,000,000 $ 0.0001 21,320,275 21,348,600 |
Stock Option Plan (Tables)
Stock Option Plan (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of weighted-average grant-date fair value of the options | Options Shares Weighted- Per Share Outstanding, June 30, 2014 1,498,380 $ 11.83 Granted — — Exercised (112,840 ) $ 11.83 Forfeited or expired — — Outstanding, June 30, 2015 1,385,540 $ 11.83 Exercisable, June 30, 2015 1,385,540 $ 11.83 |
Schedule of the assumptions included in the Black-Scholes model | 2013 Risk-free rate of return 2.70% Expected life 3.0 to 7.5 years Expected volatility 35%−50% Expected dividend yield 0.00% |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of changes in projected benefit obligation, plan assets and the funded status | For the Years Ended June 30 2015 2014 Change in projected benefit obligation Projected benefit obligation at beginning of year $ 57,599 $ 46,569 Service cost 2,954 2,457 Interest cost 2,618 2,333 Benefits paid (1,116 ) (1,092 ) Actuarial (gain) loss 550 7,332 Projected benefit obligation at end of year $ 62,605 $ 57,599 Change in plan assets Fair value of plan assets at beginning of year $ 39,581 $ 31,501 Actual return on plan assets (1,248 ) 4,339 Employer contributions 6,815 4,833 Benefits paid (1,116 ) (1,092 ) Fair value of plan assets at end of year $ 44,032 $ 39,581 Funded status at end of year $ ) $ (18,018 ) |
Schedule of accumulated other comprehensive (income) loss related to the pension plan | For the Years Ended June 30 2015 2014 Balance at beginning of period $ 16,663 $ 12,240 Amortization of net actuarial loss (gain) and prior service costs (1,405 ) (903 ) Current period net actuarial loss (gain) 4,626 5,326 Net change 3,221 4,423 Balance at end of period $ 19,884 $ 16,663 |
Schedule of net periodic pension expense | For the Years Ended June 30 2015 2014 2013 Service cost−benefits earned during the year $ 2,954 $ 2,457 $ 2,729 Interest cost on benefit obligation 2,618 2,333 2,058 Expected return on plan assets (2,828 ) (2,334 ) (2,136 ) Amortization of net actuarial loss and prior service costs 1,405 904 1,405 Net periodic pension expense $ 4,149 $ 3,360 $ 4,056 |
Schedule of significant actuarial assumptions | For the Years Ended June 30 2015 2014 2013 Discount rate for service and interest 4.5% 5.0% 4.4% Expected rate of return on plan assets 6.7% 7.0% 7.5% Rate of compensation increase 3.0%–3.75% 3.0%–4.5% 3.0%–4.5% Discount rate for year-end benefit obligation 4.6% 4.5% 5.0% |
Schedule of estimated future benefit payments, including benefits attributable to future service | For the Years Ended June 30 2016 $ 1,685 2017 1,938 2018 2,173 2019 2,433 2020 2,724 2021–2024 17,886 |
Schedule of weighted-average asset allocation of plan assets | Target Percentage of Plan Assets For the years ended June 30 2016 2015 2014 Debt securities 10%–35% 19 % 20 % Equity securities 20%–50% 35 % 35 % Global asset allocation/risk parity (1) 20%–40% 35 % 35 % Other 0%–25% 11 % 10 % (1) The global asset allocation/risk parity category consists of a variety of asset classes including, but not limited to, global bonds, global equities, real estate and commodities. |
Schedule of fair values of the Company's plan assets by asset category | Fair Value Measurements Using As of June 30, 2015 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 129 $ — $ — $ 129 Common-collective funds Global large cap equities — 10,995 — 10,995 Fixed income securities — 8,565 — 8,565 Global asset allocations/risk parity — 6,685 — 6,685 Mutual funds Global equities 4,366 — — 4,366 Global asset allocations/risk parity 4,303 — — 4,303 Other Global asset allocations/risk parity — — 4,251 4,251 Other — — 4,738 4,738 $ 8,798 $ 26,245 $ 8,989 $ 44,032 Fair Value Measurements Using As of June 30, 2014 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 138 $ — $ — $ 138 Common-collective funds Global large cap equities — 9,909 — 9,909 Fixed income securities — 3,935 — 3,935 Global asset allocations/risk parity — 5,803 — 5,803 Mutual funds Global equities 3,925 — — 3,925 Fixed income securities 1,913 — — 1,913 Global asset allocations/risk parity 3,927 — — 3,927 Other Fixed income securities — — 2,007 2,007 Global asset allocations/risk parity — — 3,954 3,954 Other — — 4,070 4,070 $ 9,903 $ 19,647 $ 10,031 $ 39,581 |
Schedule of summary of the changes in the fair value of level 3 assets | Change in Fair Value Level 3 assets 2015 2014 Balance at beginning of period $ 10,031 $ 280 Redemptions (2,026 ) 22 Purchases 1,280 9,773 Change in fair value (296 ) (44 ) Balance at end of period $ 8,989 $ 10,031 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of income (loss) before income taxes | For the Years Ended June 30 2015 2014 2013 Domestic $ 15,937 $ (26,226 ) (6,581 ) Foreign 62,826 32,534 24,429 Income (loss) before income taxes $ 78,763 $ 6,308 17,848 |
Schedule of components of the provision for income taxes | For the Years Ended June 30 2015 2014 2013 Current provision (benefit): Federal $ (468 ) $ (673 ) $ — State and local (48 ) (268 ) 391 Foreign 13,868 9,087 4,487 Total current provision 13,352 8,146 4,878 Deferred provision (benefit): Federal 6,157 (1,632 ) (12,160 ) State and local 1,311 (1,877 ) (616 ) Foreign 5,933 966 (1,204 ) Change in valuation allowance–domestic (7,468 ) 3,509 1,704 Change in valuation allowance–foreign (802 ) 323 355 Total deferred provision 5,131 1,289 (11,921 ) Provision (benefit) for income taxes $ 18,483 $ 9,435 $ (7,043 ) |
Schedule of reconciliations of the Federal statutory rate to the Company's effective tax rate | For the Years Ended June 30 2015 2014 2013 Federal income tax rate 35.0 % 35.0 % 35.0 % State and local taxes, net of federal benefit 0.2 (0.9 ) 1.4 Change in federal valuation allowance (7.8 ) 43.6 7.8 Foreign income tax rates and change in foreign valuation allowance (1.6 ) (60.9 ) (17.5 ) Foreign withholding tax 0.3 36.5 1.4 Foreign incentive tax rates (4.1 ) (30.1 ) (13.9 ) Acquisition related change in domestic valuation allowance — — (50.7 ) Change in liability for uncertain tax positions 1.5 (34.9 ) 5.4 Taxable income not recorded on books — — 0.6 Repatriation of foreign earnings — 138.7 — Permanent items (0.3 ) 26.1 (7.9 ) Other 0.3 (3.5 ) (1.1 ) Effective tax rate 23.5 % 149.6 % (39.5 )% |
Schedule of the tax effects of significant temporary differences that comprise deferred tax assets and liabilities | As of June 30 2015 2014 Deferred tax assets: Employee related accruals $ 9,778 $ 12,417 Inventory 3,889 2,303 Environmental remediation 2,155 2,306 Net operating loss carry forwards–domestic 13,641 19,183 Net operating loss carry forwards–foreign 4,127 8,729 Other 5,418 7,237 39,008 52,175 Valuation allowance (26,622 ) (32,892 ) 12,386 19,283 Deferred tax liabilities: Property, plant and equipment and intangible assets (11,088 ) (13,428 ) Unrealized foreign exchange gains — (4,680 ) Other (461 ) (131 ) (11,549 ) (18,239 ) Net deferred tax asset (liability) $ 837 $ 1,044 |
Schedule of deferred taxes included in the line items of the consolidated balance sheets | As of June 30 2015 2014 Prepaid expenses and other current assets $ 7,456 $ 3,242 Accrued expenses and other current liabilities — (1,626 ) Other assets 222 3,486 Other liabilities (6,841 ) (4,058 ) $ 837 $ 1,044 |
Schedule of the valuation allowance for deferred tax assets | As of June 30 2015 2014 2013 Balance at beginning of period $ 32,892 $ 27,753 $ 36,763 Provision for income taxes (6,270 ) 5,139 2,059 Permanent adjustment for Other Comprehensive — — (2,016 ) Acquisition related adjustment — — (9,053 ) Balance at end of period $ 26,622 $ 32,892 $ 27,753 |
Schedule of the reconciliation of the beginning and ending amount of unrecognized tax benefits | As of June 30 2015 2014 2013 Unrecognized tax benefits–beginning of period $ 7,420 $ 12,261 $ 6,565 Tax position changes–prior periods (24 ) 1,276 4,996 Tax position changes–current period 1,945 1,036 404 Settlements with tax authorities — (2,215 ) — Lapse of statute of limitations (907 ) (5,157 ) — Translation (356 ) 219 296 Unrecognized tax benefits–end of period $ 8,078 $ 7,420 $ 12,261 Interest and penalties–end of period 1,326 1,344 1,952 Total liabilities related to uncertain tax positions $ 9,404 $ 8,764 $ 14,213 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease commitments | For the Years Ended June 30 Capital leases Non-cancellable operating leases 2016 $ 15 $ 4,513 2017 6 4,194 2018 — 3,886 2019 — 2,888 2020 — 2,712 Thereafter — 4,198 Total minimum lease payments $ 21 $ 22,391 Amounts representing interest (3 ) Present value of minimum lease payments $ 18 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of significant outstanding derivatives employed to manage market risk and designated as cash flow hedges | Instrument Hedge Notional Fair value as of June 30, 2015 2014 Options Brazilian Real calls R$ 136,500 $ 493 $ 432 Options Brazilian Real puts (R$ 136,500) (2,035 ) (46 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of derivative instruments based upon pricing models | As of June 30 2015 2014 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivatives $ — $ (1,542 ) $ — $ — $ 386 $ — Deferred consideration on acquisitions — — 5,465 — — 1,015 |
Schedule of changes in the fair value of Level 3 assets | 2015 2014 Balance at beginning of period $ 1,015 $ 1,725 Changes in estimate 216 (403 ) New items 4,769 — Payments (535 ) (307 ) Balance at end of period $ 5,465 $ 1,015 |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of information regarding reportable segments | For the Years Ended June 30 2015 2014 2013 Net sales Animal Health $ 470,800 $ 431,053 $ 384,941 Mineral Nutrition 227,102 201,599 203,169 Performance Products 50,689 59,262 65,041 $ 748,591 $ 691,914 $ 653,151 Depreciation and amortization Animal Health $ 15,430 $ 15,484 $ 13,907 Mineral Nutrition 2,468 2,368 2,275 Performance Products 577 412 242 Corporate 3,129 3,189 2,599 $ 21,604 $ 21,453 $ 19,023 Adjusted EBITDA Animal Health $ 120,259 $ 100,280 $ 82,997 Mineral Nutrition 14,429 11,636 12,069 Performance Products 2,646 4,626 2,927 Corporate (27,315 ) (25,945 ) (22,239 ) $ 110,019 $ 90,597 $ 75,754 Reconciliation of Adjusted EBITDA to income before income taxes Adjusted EBITDA $ 110,019 $ 90,597 $ 75,754 Depreciation and amortization (21,604 ) (21,453 ) (19,023 ) Loss on insurance claim — (5,350 ) — Acquisition related compensation expense (747 ) — — Interest expense, net (14,305 ) (32,962 ) (35,629 ) Foreign currency gains (losses), net 5,400 (1,753 ) (3,103 ) Loss on extinguishment of debt — (22,771 ) — Other income (expense), net — — (151 ) Income before income taxes $ 78,763 $ 6,308 $ 17,848 As of June 30 2015 2014 Identifiable assets Animal Health $ 361,078 $ 361,376 Mineral Nutrition 59,881 57,460 Performance Products 22,255 23,429 Corporate 50,104 30,058 $ 493,318 $ 472,323 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Segments, Geographical Areas [Abstract] | |
Schedule of information about geographic operations | For the Years Ended June 30 2015 2014 2013 Net sales United States $ 475,942 $ 435,414 $ 414,768 Israel 93,459 89,739 93,248 Latin America and Canada 99,578 84,775 68,575 Europe and Africa 36,397 38,563 32,501 Asia/Pacific 43,215 43,423 44,059 $ 748,591 $ 691,914 $ 653,151 |
Schedule of geographic information regarding property, plant and equipment, net | As of June 30 2015 2014 Property, plant and equipment, net United States $ 43,775 $ 40,926 Israel 36,367 33,426 Brazil 22,767 32,946 Other 1,505 1,861 $ 104,414 $ 109,159 |
Selected Quarterly Results of39
Selected Quarterly Results of Operations Data (Unaudited) (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of selected quarterly results of operations data | Quarters Year For the Periods Ended September 30, (Revised) December 31, (Revised) March 31, (Restated) June 30, 2015 June 30, 2015 (in thousands) Net sales Animal Health $ 117,225 $ 118,785 $ 117,346 $ 117,444 $ 470,800 Mineral Nutrition 55,447 58,742 57,320 55,593 227,102 Performance Products 14,786 11,161 12,829 11,913 50,689 Total net sales 187,458 188,688 187,495 184,950 748,591 Cost of goods sold 127,129 132,603 128,385 124,102 512,219 Gross profit 60,329 56,085 59,110 60,848 236,372 Selling, general and administrative expenses 35,224 36,298 37,297 39,885 148,704 Operating income (loss) 25,105 19,787 21,813 20,963 87,668 Interest expense, net 3,490 3,515 3,602 3,698 14,305 Foreign currency (gains) losses, net (1,204 ) (1,018 ) (4,633 ) 1,455 (5,400 ) Income before income taxes 22,819 17,290 22,844 15,810 78,763 Provision (benefit) for income taxes 3,887 3,042 6,148 5,406 18,483 Net income $ 18,932 $ 14,248 $ 16,696 $ 10,404 $ 60,280 Net income per share basic $ 0.49 $ 0.37 $ 0.43 $ 0.27 $ 1.55 diluted $ 0.48 $ 0.36 $ 0.42 $ 0.26 $ 1.51 Adjusted EBITDA Animal Health $ 32,454 $ 28,296 $ 29,629 $ 29,880 $ 120,259 Mineral Nutrition 3,479 3,754 3,761 3,435 14,429 Performance Products 1,036 162 994 454 2,646 Corporate (6,511 ) (7,184 ) (6,888 ) (6,732 ) (27,315 ) Adjusted EBITDA $ 30,458 $ 25,028 $ 27,496 $ 27,037 $ 110,019 Reconciliation of Adjusted EBITDA to income Adjusted EBITDA $ 30,458 $ 25,028 $ 27,496 $ 27,037 $ 110,019 Depreciation and amortization (5,353 ) (5,241 ) (5,356 ) (5,654 ) (21,604 ) Acquisition related compensation expense — — (327 ) (420 ) (747 ) Interest expense, net (3,490 ) (3,515 ) (3,602 ) (3,698 ) (14,305 ) Foreign currency gains (losses), net 1,204 1,018 4,633 (1,455 ) 5,400 Income before income taxes $ 22,819 $ 17,290 $ 22,844 $ 15,810 $ 78,763 Quarters Year For the Periods Ended September 30, 2013 December 31, 2013 March 31, 2014 June 30, 2014 June 30, 2014 (in thousands) Net sales Animal Health $ 101,171 $ 107,966 $ 107,808 $ 114,108 $ 431,053 Mineral Nutrition 46,186 50,633 49,901 54,879 201,599 Performance Products 14,871 14,143 15,558 14,690 59,262 Total net sales 162,228 172,742 173,267 183,677 691,914 Cost of goods sold 112,716 121,586 120,425 129,412 484,139 Gross profit 49,512 51,156 52,842 54,265 207,775 Selling, general and administrative expenses 33,115 34,138 35,520 41,208 143,981 Operating income (loss) 16,397 17,018 17,322 13,057 63,794 Interest expense, net 8,735 8,719 8,744 6,764 32,962 Foreign currency (gains) losses, net 648 1,165 275 (335 ) 1,753 Loss on extinguishment of debt — — — 22,771 22,771 Income (loss) before income taxes 7,014 7,134 8,303 (16,143 ) 6,308 Provision (benefit) for income taxes 1,171 4,832 1,933 1,499 9,435 Net income (loss) $ 5,843 $ 2,302 $ 6,370 $ (17,642 ) $ (3,127 ) Net income per share–basic and diluted $ 0.19 $ 0.08 $ 0.21 $ (0.47 ) $ (0.10 ) Adjusted EBITDA Animal Health $ 24,107 $ 24,522 $ 25,505 $ 26,146 $ 100,280 Mineral Nutrition 2,460 2,878 2,807 3,491 11,636 Performance Products 1,096 1,103 906 1,521 4,626 Corporate (6,065 ) (6,193 ) (6,774 ) (6,913 ) (25,945 ) Adjusted EBITDA $ 21,598 $ 22,310 $ 22,444 $ 24,245 $ 90,597 Reconciliation of Adjusted EBITDA to income Adjusted EBITDA $ 21,598 $ 22,310 $ 22,444 $ 24,245 $ 90,597 Depreciation and amortization (5,201 ) (5,292 ) (5,122 ) (5,838 ) (21,453 ) Loss on insurance claim — — — (5,350 ) (5,350 ) Interest expense, net (8,735 ) (8,719 ) (8,744 ) (6,764 ) (32,962 ) Foreign currency gains (losses), net (648 ) (1,165 ) (275 ) 335 (1,753 ) Loss on extinguishment of debt — — — (22,771 ) (22,771 ) Income before income taxes $ 7,014 $ 7,134 $ 8,303 $ (16,143 ) $ 6,308 |
Description of Business (Detail
Description of Business (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended |
Apr. 16, 2014 | Jun. 30, 2014 | |
Description Of Business [Line Items] | ||
Proceeds from offering | $ 114,429 | |
IPO | ||
Description Of Business [Line Items] | ||
Stock split | 0.442-for-1 | |
Class A common stock | IPO | ||
Description Of Business [Line Items] | ||
Initial public offering completed for number of common stock | 14,657,200 | |
Number of shares issued and sold | 8,333,333 | |
Price per share | $ 15 | |
Proceeds from offering | $ 114,429 | |
Underwriting discount | 8,438 | |
Offering expense payable | $ 2,133 | |
Class A common stock | Mayflower Limited Partnership ("Mayflower") | IPO | ||
Description Of Business [Line Items] | ||
Number of shares issued and sold | 6,323,867 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies and New Accounting Standards (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Jun. 30, 2015 | Mar. 31, 2015 | [1] | Dec. 31, 2014 | [2] | Sep. 30, 2014 | [2] | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Accounting Policies [Abstract] | ||||||||||||||
Net income | $ 10,404 | $ 16,696 | $ 14,248 | $ 18,932 | $ (17,642) | $ 6,370 | $ 2,302 | $ 5,843 | $ 60,280 | $ (3,127) | $ 24,891 | |||
Weighted average number of shares - basic | 38,969 | 32,193 | 30,458 | |||||||||||
Dilutive effect of stock options and warrant | 846 | |||||||||||||
Weighted average number of shares - diluted | 39,815 | 32,193 | 30,458 | |||||||||||
Net income per share: | ||||||||||||||
basic (in dollars per share) | $ 0.27 | $ 0.43 | $ 0.37 | $ 0.49 | $ 1.55 | $ (0.10) | $ 0.82 | |||||||
diluted (in dollars per share) | $ 0.26 | $ 0.42 | $ 0.36 | $ 0.48 | $ 1.51 | $ (0.10) | $ 0.82 | |||||||
[1] | (Restated) | |||||||||||||
[2] | (Revised) |
Summary of Significant Accoun42
Summary of Significant Accounting Policies and New Accounting Standards (Detail Textuals) - Accounts Receivable - Customer | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Significant Accounting Policies [Line Items] | ||
Percentage of accounts receivable | 26.00% | 21.00% |
Number of largest customers | 10 | 10 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies and New Accounting Standards (Detail Textuals 1) - shares | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Significant Accounting Policies [Line Items] | ||
Depreciation methods | Straight-line method | |
Stock options and warrant | ||
Significant Accounting Policies [Line Items] | ||
Potential dilutive common shares | 296,162 | |
Building and Improvements | Minimum | ||
Significant Accounting Policies [Line Items] | ||
Estimated useful lives | 5 years | |
Building and Improvements | Maximum | ||
Significant Accounting Policies [Line Items] | ||
Estimated useful lives | 30 years | |
Machinery and Equipment | Minimum | ||
Significant Accounting Policies [Line Items] | ||
Estimated useful lives | 3 years | |
Machinery and Equipment | Maximum | ||
Significant Accounting Policies [Line Items] | ||
Estimated useful lives | 16 years | |
Computer Software | ||
Significant Accounting Policies [Line Items] | ||
Amortization method | Straight-line basis | |
Computer Software | Minimum | ||
Significant Accounting Policies [Line Items] | ||
Identifiable intangible assets useful life | 3 years | |
Computer Software | Maximum | ||
Significant Accounting Policies [Line Items] | ||
Identifiable intangible assets useful life | 7 years |
Statements of Operations-Addi44
Statements of Operations-Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Jun. 30, 2015 | Mar. 31, 2015 | [1] | Dec. 31, 2014 | [2] | Sep. 30, 2014 | [2] | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Depreciation and amortization | ||||||||||||||
Depreciation of property, plant and equipment | $ 16,813 | $ 16,439 | $ 14,917 | |||||||||||
Amortization of intangible assets | 4,560 | 4,897 | 4,106 | |||||||||||
Amortization of other assets | 231 | 117 | ||||||||||||
Depreciation and amortization | $ 5,654 | $ 5,356 | $ 5,241 | $ 5,353 | $ 5,838 | $ 5,122 | $ 5,292 | $ 5,201 | 21,604 | 21,453 | 19,023 | |||
Research and development expenditures | 9,511 | 8,212 | 6,638 | |||||||||||
Interest expense | ||||||||||||||
Acquisition related accrued interest | 613 | |||||||||||||
Amortization of deferred financing fees, debt discount and imputed interest | 967 | 1,448 | 2,426 | |||||||||||
Other | 339 | 383 | 505 | |||||||||||
Interest expense | 14,554 | 33,081 | $ 35,771 | |||||||||||
Term B Loans | ||||||||||||||
Interest expense | ||||||||||||||
Interest expense | 11,717 | 2,419 | ||||||||||||
Revolving credit facility | ||||||||||||||
Interest expense | ||||||||||||||
Interest expense | $ 918 | 171 | ||||||||||||
Domestic senior credit facility | ||||||||||||||
Interest expense | ||||||||||||||
Interest expense | 1,328 | $ 1,250 | ||||||||||||
Senior notes | ||||||||||||||
Interest expense | ||||||||||||||
Interest expense | 24,281 | 27,750 | ||||||||||||
Mayflower, BFI and Teva term loans | ||||||||||||||
Interest expense | ||||||||||||||
Interest expense | $ 3,051 | $ 3,840 | ||||||||||||
[1] | (Restated) | |||||||||||||
[2] | (Revised) |
Statements of Operations-Addi45
Statements of Operations-Additional Information (Detail Textuals 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Statements Of Operations Additional Information [Abstract] | |||
Expected amortization of intangibles, 2016 | $ 4,760 | ||
Expected amortization of intangibles, 2017 | 3,941 | ||
Expected amortization of intangibles, 2018 | 3,783 | ||
Expected amortization of intangibles, 2019 | 3,749 | ||
Expected amortization of intangibles, 2020 | 3,581 | ||
Expected amortization of intangibles, thereafter | 15,888 | ||
Amortization of capitalized software costs | $ 2,905 | $ 2,657 | $ 2,159 |
Balance Sheets-Additional Inf46
Balance Sheets-Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | |
Accounts receivable, net | |||||
Trade accounts receivable | $ 114,477 | $ 115,093 | |||
Allowance for doubtful accounts | $ (1,235) | $ (658) | $ (658) | (3,378) | (1,235) |
Trade accounts receivable, net | 111,099 | 113,858 | |||
Allowance for doubtful accounts | |||||
Balance at beginning of period | 1,235 | 658 | 1,041 | ||
Provision for bad debts | 2,587 | 226 | (124) | ||
Effect of changes in exchange rates | (218) | $ 351 | (265) | ||
Bad debt write-offs (recovery) | (226) | 6 | |||
Balance at end of period | $ 3,378 | $ 1,235 | $ 658 | ||
Inventories, net | |||||
Raw materials | 40,012 | 44,306 | |||
Work-in-process | 7,617 | 7,518 | |||
Finished goods | 102,157 | 91,360 | |||
Inventory, net | 149,786 | 143,184 | |||
Property, plant and equipment, net | |||||
Property, plant and equipment, gross | 231,203 | 233,667 | |||
Accumulated depreciation | (126,789) | (124,508) | |||
Property, plant and equipment, net | 104,414 | 109,159 | |||
Land | |||||
Property, plant and equipment, net | |||||
Property, plant and equipment, gross | 9,130 | 9,773 | |||
Buildings and improvements | |||||
Property, plant and equipment, net | |||||
Property, plant and equipment, gross | 50,276 | 51,364 | |||
Machinery and equipment | |||||
Property, plant and equipment, net | |||||
Property, plant and equipment, gross | $ 171,797 | $ 172,530 |
Balance Sheets-Additional Inf47
Balance Sheets-Additional Information (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Intangibles, net Cost | ||||
Intangibles | $ 72,857 | $ 61,232 | ||
Accumulated amortization | (35,576) | (31,429) | ||
Intangibles, net | 37,281 | 29,803 | ||
Other assets | ||||
Goodwill | $ 12,613 | 12,613 | $ 12,613 | |
Acquisition related note receivable | 5,000 | |||
Equity method investments | 4,725 | $ 5,619 | ||
Insurance investments | 4,788 | 4,626 | ||
Deferred financing fees | 4,335 | 5,199 | ||
Deferred income taxes | 221 | 3,486 | ||
Other | 6,213 | 2,529 | ||
Other assets, total | 37,895 | 34,072 | ||
Goodwill roll-forward | ||||
Balance at beginning of period | 12,613 | |||
Balance at end of period | $ 12,613 | |||
Accrued expenses and other current liabilities | ||||
Employee related accruals | 22,273 | 20,813 | ||
Commissions and rebates | 4,148 | 2,973 | ||
Insurance related | 1,368 | 1,395 | ||
Professional fees | 3,543 | 4,229 | ||
Deferred consideration on acquisitions | $ 1,196 | 1,420 | ||
Product liability claims | 5,286 | |||
Other accrued liabilities | $ 12,935 | 13,745 | ||
Accrued expenses and other current liabilities, total | 45,463 | 49,861 | ||
Other liabilities | ||||
Pension and other retirement benefits | 30,909 | 31,025 | ||
Long term and deferred income taxes | 19,098 | 14,282 | ||
Deferred consideration on acquisitions | 7,266 | 2,879 | ||
Other long term liabilities | 8,375 | 10,128 | ||
Other liabilities, total | 65,648 | 58,314 | ||
Accumulated other comprehensive income (loss) | ||||
Derivative instruments | (1,542) | 386 | ||
Foreign currency translation adjustment | (32,723) | (1,409) | ||
Unrecognized net pension gains (losses) | (19,884) | (16,663) | $ (12,240) | |
Income tax (provision) benefit on derivative instruments | 63 | $ 63 | ||
Income tax provision benefit on long-term intercompany loans | 4,923 | |||
Income tax (provision) benefit on pension gains (losses) | (2,437) | $ (2,437) | ||
Accumulated other comprehensive income (loss) | (51,600) | (20,060) | ||
Medicated feed additive product registrations | ||||
Intangibles, net Cost | ||||
Intangibles | 11,753 | 11,792 | ||
Accumulated amortization | (10,669) | (11,039) | ||
Weighted-Average Useful Life (Years) | 10 years | |||
Rights to sell in international markets | ||||
Intangibles, net Cost | ||||
Intangibles | 4,292 | 4,292 | ||
Accumulated amortization | (4,292) | (4,292) | ||
Weighted-Average Useful Life (Years) | 10 years | |||
Customer relationships | ||||
Intangibles, net Cost | ||||
Intangibles | 10,615 | 10,702 | ||
Accumulated amortization | (5,267) | (4,265) | ||
Weighted-Average Useful Life (Years) | 13 years | |||
Technology | ||||
Intangibles, net Cost | ||||
Intangibles | 38,580 | 28,259 | ||
Accumulated amortization | (9,741) | (6,510) | ||
Weighted-Average Useful Life (Years) | 12 years | |||
Distribution agreements | ||||
Intangibles, net Cost | ||||
Intangibles | 3,298 | 3,447 | ||
Accumulated amortization | (3,298) | (3,309) | ||
Weighted-Average Useful Life (Years) | 4 years | |||
Trade names, trademarks and other | ||||
Intangibles, net Cost | ||||
Intangibles | 2,740 | 2,740 | ||
Accumulated amortization | (2,309) | $ (2,014) | ||
Weighted-Average Useful Life (Years) | 5 years | |||
In-process research and development | ||||
Intangibles, net Cost | ||||
Intangibles | $ 1,579 |
Balance Sheets-Additional Inf48
Balance Sheets-Additional Information - (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Balance Sheets Additional Information [Abstract] | |||
Balance at beginning of period | $ 1,235 | $ 658 | $ 1,041 |
Provision for bad debts | 2,587 | $ 226 | (124) |
Bad debt write-offs (recovery) | (226) | 6 | |
Effect of changes in exchange rates | (218) | $ 351 | (265) |
Balance at end of period | $ 3,378 | $ 1,235 | $ 658 |
Balance Sheets-Additional Inf49
Balance Sheets-Additional Information (Detail Textuals 1) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Additional Information Of Balance Sheet [Line Items] | ||
Equity Method Investments | $ 4,725 | $ 5,619 |
Net equipment under capital leases | 48 | 142 |
Accumulated depreciation net equipment under capital leases | 42 | 79 |
Accumulated depreciation | 6,747 | 9,019 |
Construction-in-progress | 5,748 | 4,782 |
Animal Health | ||
Additional Information Of Balance Sheet [Line Items] | ||
Equity Method Investments | $ 4,364 | $ 5,140 |
MJB Transactions (Detail Textua
MJB Transactions (Detail Textuals) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Jan. 31, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | [1] | Dec. 31, 2014 | [2] | Sep. 30, 2014 | [2] | Jun. 30, 2015 | |
Business Acquisition [Line Items] | |||||||||
Acquisition related accrued compensation | $ 420 | $ 327 | $ 747 | ||||||
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 | 9,156 | 9,156 | |||||||
Technology-related assets | 7,577 | 7,577 | |||||||
In-process research and development | 1,579 | 1,579 | |||||||
Long-term liability net of upfront payment | $ 4,156 | 4,156 | |||||||
Closing payment on pro rated on monthly basis | 5,040 | ||||||||
Collaboration and Distribution Agreement (the "Collaboration Agreement") | MJ Biologics, Inc. ("MJB") | Long-term liability | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition related accrued compensation | $ 747 | ||||||||
Identifiable intangible assets useful life | 15 years | ||||||||
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 | ||||||||
[1] | (Restated) | ||||||||
[2] | (Revised) |
Debt - Summary of long-term deb
Debt - Summary of long-term debt (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Debt Instrument [Line Items] | ||
Long-term debt including current maturities | $ 287,118 | $ 290,094 |
Unamortized debt discount | (600) | (703) |
Long-Term Debt less Unamortized debt discount | 286,518 | 289,391 |
Less: current maturities | (2,809) | (2,969) |
Long-term debt | 283,709 | 286,422 |
Term B loan due April 2021 | ||
Debt Instrument [Line Items] | ||
Long-term debt including current maturities | 287,100 | 290,000 |
Capitalized lease obligations | ||
Debt Instrument [Line Items] | ||
Long-term debt including current maturities | $ 18 | $ 94 |
Debt - Aggregate maturities of
Debt - Aggregate maturities of long-term debt (Details 1) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Debt Disclosure [Abstract] | ||
2,016 | $ 2,913 | |
2,017 | 2,905 | |
2,018 | 2,900 | |
2,019 | 2,900 | |
2,020 | 2,900 | |
Thereafter | 272,600 | |
Total | $ 287,118 | $ 290,094 |
Debt (Detail Textuals)
Debt (Detail Textuals) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
May. 16, 2014 | Apr. 16, 2014 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Debt Instrument [Line Items] | |||||
Outstanding borrowings | $ 3,000 | ||||
Loss on extinguishment of debt | $ (22,771) | $ (22,771) | |||
Capitalized deferred financing fees | $ 4,551 | ||||
Senior notes | |||||
Debt Instrument [Line Items] | |||||
Retirement of debt | $ 300,000 | ||||
Percentage of interest rate | 9.25% | ||||
Mayflower Limited Partnership ("Mayflower") | Term loan payable | |||||
Debt Instrument [Line Items] | |||||
Retirement of debt | 24,000 | ||||
BFI Co., LLC ("BFI") | Term loan payable | |||||
Debt Instrument [Line Items] | |||||
Retirement of debt | 10,000 | ||||
Term B Loans | |||||
Debt Instrument [Line Items] | |||||
Applicable interest rates | 4.00% | 4.00% | 4.00% | ||
Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Applicable interest rates | 2.80% | ||||
Outstanding borrowings | $ 14,008 | ||||
Covenant requirement, Beginning September 30, 2014 through June 30, 2015 | 4.50:1.00 | ||||
Covenant requirement, Thereafter | 4.25:1.00 | ||||
Aggregate available credit facilities | 82,992 | ||||
Credit Facility | Israel subsidiaries | |||||
Debt Instrument [Line Items] | |||||
Aggregate available credit facilities | $ 15,000 | ||||
Credit Facility | LIBOR | Israel subsidiaries | |||||
Debt Instrument [Line Items] | |||||
Percentage of credit facility interest rate | 2.25% | ||||
Credit Facility | Prime Rate | Israel subsidiaries | |||||
Debt Instrument [Line Items] | |||||
Percentage of credit facility interest rate | 0.05% | ||||
Term B Loans And Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Quarterly principal payments | $ 725 | ||||
Senior Domestic Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Retirement of debt | 36,000 | ||||
Credit Agreement | Bank of America | Term B Loans | |||||
Debt Instrument [Line Items] | |||||
Amount of loan | $ 290,000 | ||||
Maturity dates | Apr. 15, 2021 | ||||
Par value in percentage | 99.75% | ||||
Proceeds from term loan | $ 284,740 | ||||
Original issue discount and issuance cost | $ 5,260 | ||||
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 | |||||
Debt Instrument [Line Items] | |||||
Amount of loan | $ 100,000 | ||||
Maturity dates | Apr. 15, 2019 | ||||
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 |
Common Stock, Warrant, Prefer54
Common Stock, Warrant, Preferred Stock and Dividends - Summary of preferred and common shares (Details) - $ / shares | Jun. 30, 2015 | Jun. 30, 2014 |
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 16,000,000 | 16,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock-Class A | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 17,747,793 | 17,442,953 |
Common stock, shares outstanding | 17,747,793 | 17,442,953 |
Common stock-Class B | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 21,320,275 | 21,348,600 |
Common stock, shares outstanding | 21,320,275 | 21,348,600 |
Common Stock, Warrant, Prefer55
Common Stock, Warrant, Preferred Stock and Dividends (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | Aug. 01, 2014 | |
Equity [Abstract] | ||||
Payments of Dividends | $ 15,595 | $ 25,000 | $ 3,000 | |
BFI Co., LLC ("BFI") | ||||
Class of Stock [Line Items] | ||||
BFI ownership percentage at which the remaining Class B shares would convert to Class A | 15.00% | |||
Class A common stock | ||||
Class of Stock [Line Items] | ||||
Common stock holder entiltled to vote per share | one vote | |||
Net issuance of common stock | 17,747,793 | 17,442,953 | ||
Class B common stock | ||||
Class of Stock [Line Items] | ||||
Common stock holder entiltled to vote per share | 10 votes | |||
Net issuance of common stock | 21,320,275 | 21,348,600 | ||
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 | 163,675 |
Stock Option Plan (Details)
Stock Option Plan (Details) - 12 months ended Jun. 30, 2015 - Stock Option - $ / shares | Total |
Shares | |
Outstanding, June 30, 2014 | 1,498,380 |
Granted | |
Exercised | (112,840) |
Forfeited or expired | |
Outstanding, June 30, 2015 | 1,385,540 |
Exercisable, June 30, 2015 | 1,385,540 |
Weighted- Average Exercise Price Per Share | |
Outstanding, June 30, 2014 | $ 11.83 |
Granted | |
Exercised | $ 11.83 |
Forfeited or expired | |
Outstanding, June 30, 2015 | $ 11.83 |
Exercisable, June 30, 2015 | $ 11.83 |
Stock Option Plan - Summary of
Stock Option Plan - Summary of several assumptions for determining fair value of option (Details 1) - 12 months ended Jun. 30, 2013 - Stock Option - 2008 Incentive Plan (the "Incentive Plan") | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free rate of return | 2.70% |
Expected dividend yield | 0.00% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life | 3 years |
Expected volatility | 35.00% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life | 7 years 6 months |
Expected volatility | 50.00% |
Stock Option Plan (Detail Textu
Stock Option Plan (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Apr. 29, 2013 | Feb. 26, 2009 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | Mar. 12, 2008 | |
Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Class A common shares available for grant | ||||||
Stock options exercise price | ||||||
Expense related to stock options | $ 0 | $ 73 | $ 215 | |||
Weighted average remaining contractual life | 3 years 8 months 12 days | |||||
Aggregate intrinsic value | $ 37,562 | |||||
Stock Option | 2008 Incentive Plan (the "Incentive Plan") | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options, stock awards and other incentives authorized amount | 6,630,000 | |||||
Class A common shares available for grant | 5,131,620 | |||||
Method used for valuation of fair value | Black-Scholes option pricing model | |||||
Non Qualified Stock Option | 2008 Incentive Plan (the "Incentive Plan") | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options exercise price | $ 11.83 | $ 11.83 | ||||
Weighted-average grant-date fair value of the options | $ 0.99 |
Related Party Transactions (Det
Related Party Transactions (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Mr. Bendheim | Compensation And Benefit For Services | |||
Related Party Transaction [Line Items] | |||
Aggregate compensation and benefits | $ 1,927 | $ 1,764 | $ 1,858 |
Employee Benefit Plans - Change
Employee Benefit Plans - Changes in projected benefit obligation, plan assets and funded status (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Change in projected benefit obligation | |||
Projected benefit obligation at beginning of year | $ 57,599 | $ 46,569 | |
Service cost | 2,954 | 2,457 | $ 2,729 |
Interest cost | 2,618 | 2,333 | 2,058 |
Benefits paid | (1,116) | (1,092) | |
Actuarial (gain) loss | 550 | 7,332 | |
Projected benefit obligation at end of year | 62,605 | 57,599 | 46,569 |
Change in plan assets | |||
Fair value of plan assets at beginning of year | 39,581 | 31,501 | |
Actual return on plan assets | (1,248) | 4,339 | |
Employer contributions | 6,815 | 4,833 | |
Benefits paid | (1,116) | (1,092) | |
Fair value of plan assets at end of year | 44,032 | 39,581 | $ 31,501 |
Funded status at end of year | $ (18,573) | $ (18,018) |
Employee Benefit Plans - Chan61
Employee Benefit Plans - Change in Accumulated Other Comprehensive (Income) Loss (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Defined Benefit Plan Change In Accumulated Other Comprehensive Income Loss [Roll Forward] | |||
Balance at beginning of period | $ 16,663 | $ 12,240 | |
Amortization of net actuarial loss (gain) and prior service cost | (1,405) | (903) | $ (1,405) |
Current period net actuarial loss (gain) | 4,626 | 5,326 | |
Net change | 3,221 | 4,423 | |
Balance at end of period | $ 19,884 | $ 16,663 | $ 12,240 |
Employee Benefit Plans - Net pe
Employee Benefit Plans - Net periodic pension expense (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Compensation and Retirement Disclosure [Abstract] | |||
Service cost - benefits earned during the year | $ 2,954 | $ 2,457 | $ 2,729 |
Interest cost on benefit obligation | 2,618 | 2,333 | 2,058 |
Expected return on plan assets | (2,828) | (2,334) | (2,136) |
Amortization of net actuarial loss and prior service costs | 1,405 | 903 | 1,405 |
Net periodic pension expense | $ 4,149 | $ 3,360 | $ 4,056 |
Employee Benefit Plans - Signif
Employee Benefit Plans - Significant actuarial assumptions for plan (Details 3) | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate for service and interest | 4.50% | 5.00% | 4.40% |
Expected rate of return on plan assets | 6.70% | 7.00% | 7.50% |
Discount rate for year-end benefit obligation | 4.60% | 4.50% | 5.00% |
Minimum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Rate of compensation increase | 3.00% | 3.00% | 3.00% |
Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Rate of compensation increase | 3.75% | 4.50% | 4.50% |
Employee Benefit Plans - Estima
Employee Benefit Plans - Estimated future benefit payments including benefits attributable to future service (Details 4) $ in Thousands | Jun. 30, 2015USD ($) |
Compensation and Retirement Disclosure [Abstract] | |
2,016 | $ 1,685 |
2,017 | 1,938 |
2,018 | 2,173 |
2,019 | 2,433 |
2,020 | 2,724 |
2021-2024 | $ 17,886 |
Employee Benefit Plans - Plan's
Employee Benefit Plans - Plan's target asset allocations and weighted average asset allocation of plan assets (Details 5) | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | ||
Debt securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation for 2015 minimum | 10.00% | ||
Target allocation for 2015 maximum | 35.00% | ||
Percentage of Plan Assets | 19.00% | 20.00% | |
Equity securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation for 2015 minimum | 20.00% | ||
Target allocation for 2015 maximum | 50.00% | ||
Percentage of Plan Assets | 35.00% | 35.00% | |
Global asset allocation/risk parity | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation for 2015 minimum | [1] | 20.00% | |
Target allocation for 2015 maximum | [1] | 40.00% | |
Percentage of Plan Assets | [1] | 35.00% | 35.00% |
Other | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation for 2015 minimum | 0.00% | ||
Target allocation for 2015 maximum | 25.00% | ||
Percentage of Plan Assets | 11.00% | 10.00% | |
[1] | The global asset allocation/risk parity category consists of a variety of asset classes including, but not limited to, global bonds, global equities, real estate and commodities. |
Employee Benefit Plans - Fair v
Employee Benefit Plans - Fair values of plan assets by asset category (Details 6) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | $ 44,032 | $ 39,581 | $ 31,501 |
Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | 8,798 | 9,903 | |
Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | 26,245 | 19,647 | |
Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | 8,989 | 10,031 | $ 280 |
Total | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | 44,032 | 39,581 | |
Cash and cash equivalents | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | $ 129 | $ 138 | |
Cash and cash equivalents | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | |||
Cash and cash equivalents | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | |||
Cash and cash equivalents | Total | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | $ 129 | $ 138 | |
Common-collective funds - Global large cap equities | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | |||
Common-collective funds - Global large cap equities | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | $ 10,995 | $ 9,909 | |
Common-collective funds - Global large cap equities | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | |||
Common-collective funds - Global large cap equities | Total | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | $ 10,995 | $ 9,909 | |
Common-collective funds - Fixed income securities | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | |||
Common-collective funds - Fixed income securities | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | $ 8,565 | $ 3,935 | |
Common-collective funds - Fixed income securities | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | |||
Common-collective funds - Fixed income securities | Total | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | $ 8,565 | $ 3,935 | |
Common-collective funds - Global asset allocations/risk parity | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | |||
Common-collective funds - Global asset allocations/risk parity | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | $ 6,685 | $ 5,803 | |
Common-collective funds - Global asset allocations/risk parity | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | |||
Common-collective funds - Global asset allocations/risk parity | Total | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | $ 6,685 | $ 5,803 | |
Mutual funds - Global Equities | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | $ 4,366 | $ 3,925 | |
Mutual funds - Global Equities | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | |||
Mutual funds - Global Equities | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | |||
Mutual funds - Global Equities | Total | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | $ 4,366 | $ 3,925 | |
Mutual funds - Fixed income securities | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | $ 1,913 | ||
Mutual funds - Fixed income securities | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | |||
Mutual funds - Fixed income securities | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | |||
Mutual funds - Fixed income securities | Total | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | $ 1,913 | ||
Mutual funds - Global asset allocations/risk parity | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | $ 4,303 | $ 3,927 | |
Mutual funds - Global asset allocations/risk parity | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | |||
Mutual funds - Global asset allocations/risk parity | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | |||
Mutual funds - Global asset allocations/risk parity | Total | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | $ 4,303 | $ 3,927 | |
Other - Fixed income securities | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | |||
Other - Fixed income securities | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | |||
Other - Fixed income securities | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | $ 2,007 | ||
Other - Fixed income securities | Total | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | $ 2,007 | ||
Other - Global asset allocations/risk parity | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | |||
Other - Global asset allocations/risk parity | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | |||
Other - Global asset allocations/risk parity | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | $ 4,251 | $ 3,954 | |
Other - Global asset allocations/risk parity | Total | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | $ 4,251 | $ 3,954 | |
Other | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | |||
Other | Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | |||
Other | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | $ 4,738 | $ 4,070 | |
Other | Total | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | $ 4,738 | $ 4,070 |
Employee Benefit Plans - Chan67
Employee Benefit Plans - Change in Fair Value of Level 3 Assets (Details 7) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Change in Fair Value Level 3 assets | ||
Fair value of plan assets at beginning of year | $ 39,581 | $ 31,501 |
Fair value of plan assets at end of year | 44,032 | 39,581 |
Level 3 | ||
Change in Fair Value Level 3 assets | ||
Fair value of plan assets at beginning of year | 10,031 | 280 |
Redemptions | (2,026) | 22 |
Purchases | 1,280 | 9,773 |
Change in fair value | (296) | (44) |
Fair value of plan assets at end of year | $ 8,989 | $ 10,031 |
Employee Benefit Plans (Detail
Employee Benefit Plans (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Contribution to pension plan during fiscal year | $ 12,990 | |
Amortization of unrecognized net actuarial (gain) loss and prior service cost | $ 1,589 | |
Cash and cash equivalents fair value assumptions input (in dollars per share) | $ 1 | |
Other liabilities | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Accumulated benefit obligation | $ 56,904 | $ 51,980 |
Employee Benefit Plans (Detai69
Employee Benefit Plans (Detail Textuals 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
401(k) retirement savings plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Maximum pre-tax contribution to the plan | 60.00% | ||
Description of the basis for determining contributions | Matching contribution equal to 100% of the first 1% of an employee's contribution and make a matching contribution equal to 50% of the next 5% of an employee's contribution. Employees hired on or after January 1, 2014, receive a non-elective Company contribution of 3% and are eligible to receive an additional discretionary payment between 1% and 4%, depending on age and years of service, provided that such payments comply with mandatory non-discrimination testing. | ||
Term of vesting in employer contributions | after two years of service | ||
Defined contribution plan, employer contribution amount | $ 1,583 | $ 1,281 | $ 1,175 |
Supplemental executive retirement benefits, international retirement plans and other employee benefit plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Expenses under plan | 3,286 | 3,832 | $ 2,817 |
Supplemental executive retirement benefits, international retirement plans and other employee benefit plans | Other liabilities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pension and other postretirement benefit plans, liabilities | $ 12,438 | $ 13,007 |
Income Taxes - Income (loss) be
Income Taxes - Income (loss) before income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Jun. 30, 2015 | Mar. 31, 2015 | [1] | Dec. 31, 2014 | [2] | Sep. 30, 2014 | [2] | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Tax Disclosure [Abstract] | ||||||||||||||
Domestic | $ 15,937 | $ (26,226) | $ (6,581) | |||||||||||
Foreign | 62,826 | 32,534 | 24,429 | |||||||||||
Income before income taxes | $ 15,810 | $ 22,844 | $ 17,290 | $ 22,819 | $ (16,143) | $ 8,303 | $ 7,134 | $ 7,014 | $ 78,763 | $ 6,308 | $ 17,848 | |||
[1] | (Restated) | |||||||||||||
[2] | (Revised) |
Income Taxes - Components of pr
Income Taxes - Components of provision for income taxes (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Jun. 30, 2015 | Mar. 31, 2015 | [1] | Dec. 31, 2014 | [2] | Sep. 30, 2014 | [2] | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Current provision (benefit): | ||||||||||||||
Federal | $ (468) | $ (673) | ||||||||||||
State and local | (48) | (268) | $ 391 | |||||||||||
Foreign | 13,868 | 9,087 | 4,487 | |||||||||||
Total current provision | 13,352 | 8,146 | 4,878 | |||||||||||
Deferred provision (benefit): | ||||||||||||||
Federal | 6,157 | (1,632) | (12,160) | |||||||||||
State and local | 1,311 | (1,877) | (616) | |||||||||||
Foreign | 5,933 | 966 | (1,204) | |||||||||||
Change in valuation allowance-domestic | (7,468) | 3,509 | 1,704 | |||||||||||
Change in valuation allowance-foreign | (802) | 323 | 355 | |||||||||||
Total deferred provision | 5,131 | 1,289 | (11,921) | |||||||||||
Provision (benefit) for income taxes | $ 5,406 | $ 6,148 | $ 3,042 | $ 3,887 | $ 1,499 | $ 1,933 | $ 4,832 | $ 1,171 | $ 18,483 | $ 9,435 | $ (7,043) | |||
[1] | (Restated) | |||||||||||||
[2] | (Revised) |
Income Taxes - Reconciliations
Income Taxes - Reconciliations of Federal statutory rate to effective tax rate (Details 2) | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax rate | 35.00% | 35.00% | 35.00% |
State and local taxes, net of federal benefit | 0.20% | (0.90%) | 1.40% |
Change in federal valuation allowance | (7.80%) | 43.60% | 7.80% |
Foreign income tax rates and change in foreign valuation allowance | (1.60%) | (60.90%) | (17.50%) |
Foreign withholding tax | 0.30% | 36.50% | 1.40% |
Foreign incentive tax rates | (4.10%) | (30.10%) | (13.90%) |
Acquisition related change in domestic valuation allowance | (50.70%) | ||
Change in liability for uncertain tax positions | 1.50% | (34.90%) | 5.40% |
Taxable income not recorded on books | 0.60% | ||
Repatriation of foreign earnings | 138.70% | ||
Permanent items | (0.30%) | 26.10% | (7.90%) |
Other | 0.30% | (3.50%) | (1.10%) |
Effective tax rate | 23.50% | 149.60% | (39.50%) |
Income Taxes - Tax effects of s
Income Taxes - Tax effects of significant temporary differences of deferred tax assets and liabilities (Details 3) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 |
Deferred tax assets: | ||||
Employee related accruals | $ 9,778 | $ 12,417 | ||
Inventory | 3,889 | 2,303 | ||
Environmental remediation | 2,155 | 2,306 | ||
Net operating loss carry forwards-domestic | 13,641 | 19,183 | ||
Net operating loss carry forwards-foreign | 4,127 | 8,729 | ||
Other | 5,418 | 7,237 | ||
Deferred tax assets, gross | 39,008 | 52,175 | ||
Valuation allowance | (26,622) | (32,892) | $ (27,753) | $ (36,763) |
Deferred tax assets, net of valuation allowance | 12,386 | 19,283 | ||
Deferred tax liabilities: | ||||
Property, plant and equipment and intangible assets | (11,088) | (13,428) | ||
Unrealized foreign exchange gains | (4,680) | |||
Other | (461) | (131) | ||
Deferred tax liabilities, net | (11,549) | (18,239) | ||
Net deferred tax asset (liability) | $ 837 | $ 1,044 |
Income Taxes - Deferred taxes i
Income Taxes - Deferred taxes included in consolidated balance sheets (Details 4) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Net deferred tax asset (liability) | $ 837 | $ 1,044 |
Prepaid expenses and other current assets | ||
Net deferred tax asset (liability) | $ 7,456 | 3,242 |
Accrued expenses and other current liabilities | ||
Net deferred tax asset (liability) | (1,626) | |
Other assets | ||
Net deferred tax asset (liability) | $ 222 | 3,486 |
Other liabilities | ||
Net deferred tax asset (liability) | $ (6,841) | $ (4,058) |
Income Taxes - Valuation allowa
Income Taxes - Valuation allowance for deferred tax assets (Details 5) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of period | $ 32,892 | $ 27,753 | $ 36,763 |
Provision for income taxes | (6,270) | 5,139 | 2,059 |
Permanent adjustment for Other Comprehensive Income | (2,016) | ||
Acquisition related adjustment | (9,053) | ||
Balance at end of period | $ 26,622 | $ 32,892 | $ 27,753 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of unrecognized tax benefits (Details 6) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits-beginning of period | $ 7,420 | $ 12,261 | $ 6,565 |
Tax position changes-prior periods | (24) | 1,276 | 4,996 |
Tax position changes-current period | 1,945 | 1,036 | 404 |
Settlements with tax authorities | (2,215) | ||
Lapse of statute of limitations | (907) | (5,157) | |
Translation | (356) | 219 | 296 |
Unrecognized tax benefits-end of period | 8,078 | 7,420 | 12,261 |
Interest and penalties-end of period | 1,326 | 1,344 | 1,952 |
Total liabilities related to uncertain tax positions | $ 9,404 | $ 8,764 | $ 14,213 |
Income Taxes (Detail Textuals)
Income Taxes (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | |
Valuation Allowance [Line Items] | |||||
Undistributed earnings of foreign subsidiaries | $ 125,313 | ||||
Valuation allowance for deferred tax assets | 26,622 | $ 32,892 | $ 27,753 | $ 36,763 | |
Reversal of valuation allowance | 9,053 | ||||
Unrecognized tax benefits | 8,078 | 7,420 | 12,261 | $ 6,565 | |
Interest and penalties | 1,326 | 1,344 | 1,952 | ||
Recognized interest and penalties in the consolidated statements of operations | 66 | (661) | 441 | ||
Uncertain tax positions result of the lapse of the statute of limitations | 907 | 5,157 | |||
Additional income taxes payable after settlement | 2,614 | ||||
Reduction in income tax provision | 572 | ||||
Reduction in previously unrecognized tax benefits | 2,215 | ||||
Subsequent Event | |||||
Valuation Allowance [Line Items] | |||||
Uncertain tax positions result of the lapse of the statute of limitations | $ 1,637 | ||||
Domestic Jurisdiction | |||||
Valuation Allowance [Line Items] | |||||
Valuation allowance for deferred tax assets | 21,887 | ||||
Reversal of valuation allowance | $ 9,053 | ||||
Net operating loss carry forwards | 34,728 | ||||
State Jurisdiction | |||||
Valuation Allowance [Line Items] | |||||
Net operating loss carry forwards | 67,644 | ||||
Foreign Jurisdiction | |||||
Valuation Allowance [Line Items] | |||||
Undistributed earnings of foreign subsidiaries not reinvested | 25,000 | ||||
Amount of foreign withholding tax | $ 3,160 | ||||
Valuation allowance for deferred tax assets | 4,735 | ||||
Net operating loss carry forwards | $ 13,396 |
Commitments and Contingencies -
Commitments and Contingencies - Future minimum lease commitments (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Capital leases | |
2,016 | $ 15 |
2,017 | $ 6 |
2,018 | |
2,019 | |
2,020 | |
Thereafter | |
Total minimum lease payments | $ 21 |
Amounts representing interest | (3) |
Present value of minimum lease payments | 18 |
Non-cancellable operating leases | |
2,016 | 4,513 |
2,017 | 4,194 |
2,018 | 3,886 |
2,019 | 2,888 |
2,020 | 2,712 |
Thereafter | 4,198 |
Total minimum lease payments | $ 22,391 |
Commitments and Contingencies79
Commitments and Contingencies (Detail Textuals) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2012PRPs | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2013USD ($) | |
Commitments And Contingencies [Line Items] | ||||
Operating leases, rent expense | $ 7,240 | $ 6,958 | $ 6,084 | |
Number of potentially responsible parties | PRPs | 140 | |||
Term of employment and severance agreement | up to 15 months | |||
Current and long-term liabilities | ||||
Commitments And Contingencies [Line Items] | ||||
Accrual for environmental loss contingencies payments | $ 6,827 | $ 7,273 |
Derivatives (Details)
Derivatives (Details) - Options - Cash flow hedges BRL in Thousands, $ in Thousands | Jun. 30, 2015USD ($) | Jun. 30, 2015BRL | Jun. 30, 2014USD ($) |
Brazilian Real calls | |||
Derivative [Line Items] | |||
Notional amount | BRL | BRL 136,500 | ||
Brazilian Real calls | Level 2 | |||
Derivative [Line Items] | |||
Fair value | $ 493 | $ 432 | |
Brazilian Real puts | |||
Derivative [Line Items] | |||
Notional amount | BRL | BRL (136,500) | ||
Brazilian Real puts | Level 2 | |||
Derivative [Line Items] | |||
Fair value | $ (2,035) | $ (46) |
Derivatives (Detail Textuals)
Derivatives (Detail Textuals) - Options - Cash flow hedges $ in Thousands | 12 Months Ended |
Jun. 30, 2015USD ($) | |
Derivative [Line Items] | |
Unrecognized gains (losses) on derivative instruments recorded in earnings within the next twelve months | $ (300) |
Other comprehensive income (loss) | |
Derivative [Line Items] | |
Unrecognized gains (losses) on derivative instruments | $ (1,542) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Deferred consideration on acquisitions | $ 5,465 | $ 1,015 | $ 1,725 |
Level 1 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivatives | |||
Deferred consideration on acquisitions | |||
Level 2 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivatives | $ (1,542) | $ 386 | |
Deferred consideration on acquisitions | |||
Level 3 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivatives | |||
Deferred consideration on acquisitions | $ 5,465 | $ 1,015 |
Fair Value Measurements (Deta83
Fair Value Measurements (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Fair Value Disclosures [Abstract] | ||
Balance at beginning of period | $ 1,015 | $ 1,725 |
Changes in estimate | 216 | $ (403) |
New items | 4,769 | |
Payments | (535) | $ (307) |
Balance at end of period | $ 5,465 | $ 1,015 |
Business Segments (Details)
Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Jun. 30, 2015 | Mar. 31, 2015 | [1] | Dec. 31, 2014 | [2] | Sep. 30, 2014 | [2] | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Segment Reporting Information [Line Items] | ||||||||||||||
Net sales | $ 184,950 | $ 187,495 | $ 188,688 | $ 187,458 | $ 183,677 | $ 173,267 | $ 172,742 | $ 162,228 | $ 748,591 | $ 691,914 | $ 653,151 | |||
Depreciation and amortization | 5,654 | 5,356 | 5,241 | 5,353 | 5,838 | 5,122 | 5,292 | 5,201 | 21,604 | 21,453 | 19,023 | |||
Adjusted EBITDA | 27,037 | 27,496 | 25,028 | 30,458 | 24,245 | 22,444 | 22,310 | 21,598 | 110,019 | 90,597 | 75,754 | |||
Reconciliation of Adjusted EBITDA to income before income taxes | ||||||||||||||
Adjusted EBITDA | 27,037 | 27,496 | 25,028 | 30,458 | 24,245 | 22,444 | 22,310 | 21,598 | 110,019 | 90,597 | 75,754 | |||
Depreciation and amortization | (5,654) | (5,356) | $ (5,241) | $ (5,353) | (5,838) | (5,122) | (5,292) | (5,201) | $ (21,604) | (21,453) | $ (19,023) | |||
Loss on insurance claim | (5,350) | (5,350) | ||||||||||||
Acquisition related accrued compensation | (420) | (327) | $ (747) | |||||||||||
Interest expense, net | (3,698) | (3,602) | $ (3,515) | $ (3,490) | (6,764) | (8,744) | (8,719) | (8,735) | (14,305) | (32,962) | $ (35,629) | |||
Foreign currency gains (losses), net | (1,455) | 4,633 | 1,018 | 1,204 | 335 | (275) | (1,165) | (648) | 5,400 | (1,753) | (3,103) | |||
Loss on extinguishment of debt | (22,771) | (22,771) | ||||||||||||
Other income (expense), net | (151) | |||||||||||||
Income before income taxes | 15,810 | 22,844 | 17,290 | 22,819 | (16,143) | 8,303 | 7,134 | 7,014 | 78,763 | 6,308 | 17,848 | |||
Identifiable assets | 493,318 | 472,323 | 493,318 | 472,323 | ||||||||||
Operating Segments | Animal Health | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Net sales | 117,444 | 117,346 | 118,785 | 117,225 | 114,108 | 107,808 | 107,966 | 101,171 | 470,800 | 431,053 | 384,941 | |||
Depreciation and amortization | 15,430 | 15,484 | 13,907 | |||||||||||
Adjusted EBITDA | 29,880 | 29,629 | 28,296 | 32,454 | 26,146 | 25,505 | 24,522 | 24,107 | 120,259 | 100,280 | 82,997 | |||
Reconciliation of Adjusted EBITDA to income before income taxes | ||||||||||||||
Adjusted EBITDA | 29,880 | 29,629 | 28,296 | 32,454 | 26,146 | 25,505 | 24,522 | 24,107 | 120,259 | 100,280 | 82,997 | |||
Depreciation and amortization | (15,430) | (15,484) | (13,907) | |||||||||||
Identifiable assets | 361,078 | 361,376 | 361,078 | 361,376 | ||||||||||
Operating Segments | Mineral Nutrition | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Net sales | 55,593 | 57,320 | 58,742 | 55,447 | 54,879 | 49,901 | 50,633 | 46,186 | 227,102 | 201,599 | 203,169 | |||
Depreciation and amortization | 2,468 | 2,368 | 2,275 | |||||||||||
Adjusted EBITDA | 3,435 | 3,761 | 3,754 | 3,479 | 3,491 | 2,807 | 2,878 | 2,460 | 14,429 | 11,636 | 12,069 | |||
Reconciliation of Adjusted EBITDA to income before income taxes | ||||||||||||||
Adjusted EBITDA | 3,435 | 3,761 | 3,754 | 3,479 | 3,491 | 2,807 | 2,878 | 2,460 | 14,429 | 11,636 | 12,069 | |||
Depreciation and amortization | (2,468) | (2,368) | (2,275) | |||||||||||
Identifiable assets | 59,881 | 57,460 | 59,881 | 57,460 | ||||||||||
Operating Segments | Performance Products | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Net sales | 11,913 | 12,829 | 11,161 | 14,786 | 14,690 | 15,558 | 14,143 | 14,871 | 50,689 | 59,262 | 65,041 | |||
Depreciation and amortization | 577 | 412 | 242 | |||||||||||
Adjusted EBITDA | 454 | 994 | 162 | 1,036 | 1,521 | 906 | 1,103 | 1,096 | 2,646 | 4,626 | 2,927 | |||
Reconciliation of Adjusted EBITDA to income before income taxes | ||||||||||||||
Adjusted EBITDA | 454 | 994 | 162 | 1,036 | 1,521 | 906 | 1,103 | 1,096 | 2,646 | 4,626 | 2,927 | |||
Depreciation and amortization | (577) | (412) | (242) | |||||||||||
Identifiable assets | 22,255 | 23,429 | 22,255 | 23,429 | ||||||||||
Corporate | ||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||
Depreciation and amortization | 3,129 | 3,189 | 2,599 | |||||||||||
Adjusted EBITDA | (6,732) | (6,888) | (7,184) | (6,511) | (6,913) | (6,774) | (6,193) | (6,065) | (27,315) | (25,945) | (22,239) | |||
Reconciliation of Adjusted EBITDA to income before income taxes | ||||||||||||||
Adjusted EBITDA | (6,732) | $ (6,888) | $ (7,184) | $ (6,511) | (6,913) | $ (6,774) | $ (6,193) | $ (6,065) | (27,315) | (25,945) | (22,239) | |||
Depreciation and amortization | (3,129) | (3,189) | $ (2,599) | |||||||||||
Identifiable assets | $ 50,104 | $ 30,058 | $ 50,104 | $ 30,058 | ||||||||||
[1] | (Restated) | |||||||||||||
[2] | (Revised) |
Business Segments (Detail Textu
Business Segments (Detail Textuals) $ in Thousands | 12 Months Ended | |
Jun. 30, 2015USD ($)Segment | Jun. 30, 2014USD ($) | |
Segment Reporting Information [Line Items] | ||
Equity method investments | $ 4,725 | $ 5,619 |
Number of reportable segments | Segment | 3 | |
Animal Health | ||
Segment Reporting Information [Line Items] | ||
Equity method investments | $ 4,364 | 5,140 |
Performance Products | ||
Segment Reporting Information [Line Items] | ||
Equity method investments | $ 361 | $ 479 |
Geographic Information (Details
Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Jun. 30, 2015 | Mar. 31, 2015 | [1] | Dec. 31, 2014 | [2] | Sep. 30, 2014 | [2] | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Net sales | ||||||||||||||
Total net sales | $ 184,950 | $ 187,495 | $ 188,688 | $ 187,458 | $ 183,677 | $ 173,267 | $ 172,742 | $ 162,228 | $ 748,591 | $ 691,914 | $ 653,151 | |||
United States | ||||||||||||||
Net sales | ||||||||||||||
Total net sales | 475,942 | 435,414 | 414,768 | |||||||||||
Israel | ||||||||||||||
Net sales | ||||||||||||||
Total net sales | 93,459 | 89,739 | 93,248 | |||||||||||
Latin America and Canada | ||||||||||||||
Net sales | ||||||||||||||
Total net sales | 99,578 | 84,775 | 68,575 | |||||||||||
Europe and Africa | ||||||||||||||
Net sales | ||||||||||||||
Total net sales | 36,397 | 38,563 | 32,501 | |||||||||||
Asia/Pacific | ||||||||||||||
Net sales | ||||||||||||||
Total net sales | $ 43,215 | $ 43,423 | $ 44,059 | |||||||||||
[1] | (Restated) | |||||||||||||
[2] | (Revised) |
Geographic Information (Detai87
Geographic Information (Details 1) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Property, plant and equipment, net | $ 104,414 | $ 109,159 |
United States | ||
Property, plant and equipment, net | 43,775 | 40,926 |
Israel | ||
Property, plant and equipment, net | 36,367 | 33,426 |
Brazil | ||
Property, plant and equipment, net | 22,767 | 32,946 |
Other | ||
Property, plant and equipment, net | $ 1,505 | $ 1,861 |
Selected Quarterly Results of88
Selected Quarterly Results of Operations Data (Unaudited) - Consolidating statement of operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Jun. 30, 2015 | Mar. 31, 2015 | [1] | Dec. 31, 2014 | [2] | Sep. 30, 2014 | [2] | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Condensed Income Statements, Captions [Line Items] | ||||||||||||||
Total net sales | $ 184,950 | $ 187,495 | $ 188,688 | $ 187,458 | $ 183,677 | $ 173,267 | $ 172,742 | $ 162,228 | $ 748,591 | $ 691,914 | $ 653,151 | |||
Cost of goods sold | 124,102 | 128,385 | 132,603 | 127,129 | 129,412 | 120,425 | 121,586 | 112,716 | 512,219 | 484,139 | 474,187 | |||
Gross profit | 60,848 | 59,110 | 56,085 | 60,329 | 54,265 | 52,842 | 51,156 | 49,512 | 236,372 | 207,775 | 178,964 | |||
Selling, general and administrative expenses | 39,885 | 37,297 | 36,298 | 35,224 | 41,208 | 35,520 | 34,138 | 33,115 | 148,704 | 143,981 | 122,233 | |||
Operating income (loss) | 20,963 | 21,813 | 19,787 | 25,105 | 13,057 | 17,322 | 17,018 | 16,397 | 87,668 | 63,794 | 56,731 | |||
Interest expense, net | 3,698 | 3,602 | 3,515 | 3,490 | 6,764 | 8,744 | 8,719 | 8,735 | 14,305 | 32,962 | ||||
Foreign currency (gains) losses, net | 1,455 | (4,633) | (1,018) | (1,204) | (335) | 275 | 1,165 | 648 | (5,400) | 1,753 | 3,103 | |||
Loss on extinguishment of debt | 22,771 | 22,771 | ||||||||||||
Income (loss) before income taxes | 15,810 | 22,844 | 17,290 | 22,819 | (16,143) | 8,303 | 7,134 | 7,014 | 78,763 | 6,308 | 17,848 | |||
Provision (benefit) for income taxes | 5,406 | 6,148 | 3,042 | 3,887 | 1,499 | 1,933 | 4,832 | 1,171 | 18,483 | 9,435 | (7,043) | |||
Net income (loss) | $ 10,404 | $ 16,696 | $ 14,248 | $ 18,932 | $ (17,642) | $ 6,370 | $ 2,302 | $ 5,843 | $ 60,280 | $ (3,127) | $ 24,891 | |||
Net income per share | ||||||||||||||
basic (in dollars per share) | $ 0.27 | $ 0.43 | $ 0.37 | $ 0.49 | $ 1.55 | $ (0.10) | $ 0.82 | |||||||
diluted (in dollars per share) | $ 0.26 | $ 0.42 | $ 0.36 | $ 0.48 | $ 1.51 | (0.10) | $ 0.82 | |||||||
Net income per share - basic and diluted (in dollars per share) | $ (0.47) | $ 0.21 | $ 0.08 | $ 0.19 | $ (0.10) | |||||||||
Adjusted EBITDA | ||||||||||||||
Adjusted EBITDA | $ 27,037 | $ 27,496 | $ 25,028 | $ 30,458 | $ 24,245 | $ 22,444 | $ 22,310 | $ 21,598 | $ 110,019 | $ 90,597 | $ 75,754 | |||
Reconciliation of Adjusted EBITDA to income before income taxes | ||||||||||||||
Adjusted EBITDA | 27,037 | 27,496 | 25,028 | 30,458 | 24,245 | 22,444 | 22,310 | 21,598 | 110,019 | 90,597 | 75,754 | |||
Depreciation and amortization | (5,654) | (5,356) | $ (5,241) | $ (5,353) | (5,838) | (5,122) | (5,292) | (5,201) | $ (21,604) | (21,453) | $ (19,023) | |||
Loss on insurance claim | (5,350) | (5,350) | ||||||||||||
Acquisition related accrued compensation | (420) | (327) | $ (747) | |||||||||||
Interest expense, net | (3,698) | (3,602) | $ (3,515) | $ (3,490) | (6,764) | (8,744) | (8,719) | (8,735) | (14,305) | (32,962) | $ (35,629) | |||
Foreign currency gains (losses), net | (1,455) | 4,633 | 1,018 | 1,204 | 335 | (275) | (1,165) | (648) | 5,400 | (1,753) | (3,103) | |||
Loss on extinguishment of debt | (22,771) | (22,771) | ||||||||||||
Income before income taxes | 15,810 | 22,844 | 17,290 | 22,819 | (16,143) | 8,303 | 7,134 | 7,014 | 78,763 | 6,308 | 17,848 | |||
Operating Segments | Animal Health | ||||||||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||||||||
Total net sales | 117,444 | 117,346 | 118,785 | 117,225 | 114,108 | 107,808 | 107,966 | 101,171 | 470,800 | 431,053 | 384,941 | |||
Adjusted EBITDA | ||||||||||||||
Adjusted EBITDA | 29,880 | 29,629 | 28,296 | 32,454 | 26,146 | 25,505 | 24,522 | 24,107 | 120,259 | 100,280 | 82,997 | |||
Reconciliation of Adjusted EBITDA to income before income taxes | ||||||||||||||
Adjusted EBITDA | 29,880 | 29,629 | 28,296 | 32,454 | 26,146 | 25,505 | 24,522 | 24,107 | 120,259 | 100,280 | 82,997 | |||
Depreciation and amortization | (15,430) | (15,484) | (13,907) | |||||||||||
Operating Segments | Mineral Nutrition | ||||||||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||||||||
Total net sales | 55,593 | 57,320 | 58,742 | 55,447 | 54,879 | 49,901 | 50,633 | 46,186 | 227,102 | 201,599 | 203,169 | |||
Adjusted EBITDA | ||||||||||||||
Adjusted EBITDA | 3,435 | 3,761 | 3,754 | 3,479 | 3,491 | 2,807 | 2,878 | 2,460 | 14,429 | 11,636 | 12,069 | |||
Reconciliation of Adjusted EBITDA to income before income taxes | ||||||||||||||
Adjusted EBITDA | 3,435 | 3,761 | 3,754 | 3,479 | 3,491 | 2,807 | 2,878 | 2,460 | 14,429 | 11,636 | 12,069 | |||
Depreciation and amortization | (2,468) | (2,368) | (2,275) | |||||||||||
Operating Segments | Performance Products | ||||||||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||||||||
Total net sales | 11,913 | 12,829 | 11,161 | 14,786 | 14,690 | 15,558 | 14,143 | 14,871 | 50,689 | 59,262 | 65,041 | |||
Adjusted EBITDA | ||||||||||||||
Adjusted EBITDA | 454 | 994 | 162 | 1,036 | 1,521 | 906 | 1,103 | 1,096 | 2,646 | 4,626 | 2,927 | |||
Reconciliation of Adjusted EBITDA to income before income taxes | ||||||||||||||
Adjusted EBITDA | 454 | 994 | 162 | 1,036 | 1,521 | 906 | 1,103 | 1,096 | 2,646 | 4,626 | 2,927 | |||
Depreciation and amortization | (577) | (412) | (242) | |||||||||||
Corporate | ||||||||||||||
Adjusted EBITDA | ||||||||||||||
Adjusted EBITDA | (6,732) | (6,888) | (7,184) | (6,511) | (6,913) | (6,774) | (6,193) | (6,065) | (27,315) | (25,945) | (22,239) | |||
Reconciliation of Adjusted EBITDA to income before income taxes | ||||||||||||||
Adjusted EBITDA | $ (6,732) | $ (6,888) | $ (7,184) | $ (6,511) | $ (6,913) | $ (6,774) | $ (6,193) | $ (6,065) | (27,315) | (25,945) | (22,239) | |||
Depreciation and amortization | $ (3,129) | $ (3,189) | $ (2,599) | |||||||||||
[1] | (Restated) | |||||||||||||
[2] | (Revised) |