Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2016 | Aug. 22, 2016 | Dec. 31, 2015 | |
Entity Registrant Name | PHIBRO ANIMAL HEALTH CORP | ||
Entity Central Index Key | 1,069,899 | ||
Trading Symbol | pahc | ||
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 | $ 548,903,338 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Class A common stock | |||
Entity Common Stock, Shares Outstanding | 18,519,757 | ||
Class B common stock | |||
Entity Common Stock, Shares Outstanding | 20,887,811 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | |||
Net sales | $ 751,526 | $ 748,591 | $ 691,914 |
Cost of goods sold | 512,494 | 515,311 | 487,500 |
Gross profit | 239,032 | 233,280 | 204,414 |
Selling, general and administrative expenses | 153,288 | 145,612 | 140,620 |
Operating income | 85,744 | 87,668 | 63,794 |
Interest expense, net | 16,592 | 14,305 | 29,770 |
Interest expense, stockholders | 3,192 | ||
Foreign currency (gains) losses, net | (7,609) | (5,400) | 1,753 |
Loss on extinguishment of debt | 22,771 | ||
Income before income taxes | 76,761 | 78,763 | 6,308 |
Provision (benefit) for income taxes | (5,967) | 18,483 | 9,435 |
Net income (loss) | $ 82,728 | $ 60,280 | $ (3,127) |
Net income (loss) per share | |||
basic (in dollars per share) | $ 2.11 | $ 1.55 | $ (0.10) |
diluted (in dollars per share) | $ 2.07 | $ 1.51 | $ (0.10) |
Weighted average common shares outstanding | |||
basic (in shares) | 39,254 | 38,969 | 32,193 |
diluted (in shares) | 39,962 | 39,815 | 32,193 |
Dividends per share (in dollars per share) | $ 0.40 | $ 0.40 | $ 0.82 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 82,728 | $ 60,280 | $ (3,127) |
Change in fair value of derivative instruments | 4,197 | (1,928) | 1,025 |
Foreign currency translation adjustment | (9,181) | (31,314) | 1,110 |
Unrecognized net pension gains (losses) | (11,093) | (3,221) | (4,423) |
(Provision) benefit for income taxes | 5,892 | 4,923 | |
Other comprehensive income (loss) | (10,185) | (31,540) | (2,288) |
Comprehensive income (loss) | $ 72,543 | $ 28,740 | $ (5,415) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
ASSETS | ||
Cash and cash equivalents | $ 33,605 | $ 29,216 |
Accounts receivable, net | 123,790 | 111,099 |
Inventories, net | 167,691 | 149,786 |
Other current assets | 17,745 | 23,627 |
Total current assets | 342,831 | 313,728 |
Property, plant and equipment, net | 127,323 | 104,414 |
Intangibles, net | 60,095 | 37,281 |
Goodwill | 21,121 | 12,613 |
Other assets | 59,003 | 25,282 |
Total assets | 610,373 | 493,318 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Current portion of long-term debt | 2,803 | 2,809 |
Accounts payable | 60,167 | 63,061 |
Accrued expenses and other current liabilities | 45,703 | 45,463 |
Total current liabilities | 108,673 | 111,333 |
Revolving credit facility | 69,000 | 3,000 |
Long-term debt | 280,907 | 283,709 |
Other liabilities | 61,313 | 65,648 |
Total liabilities | 519,893 | 463,690 |
Commitments and contingencies (Note 12) | ||
Common stock, par value $0.0001; 300,000,000 Class A shares authorized, 18,519,757 and 17,747,793 shares issued and outstanding at June 30, 2016 and June 30, 2015, respectively; 30,000,000 Class B shares authorized, 20,887,811 and 21,320,275 shares issued and outstanding at June 30, 2016 and June 30, 2015, respectively | 4 | 4 |
Preferred stock, par value $0.0001; 16,000,000 shares authorized, no shares issued and outstanding | ||
Paid-in capital | 118,299 | 118,192 |
Retained earnings (accumulated deficit) | 33,962 | (36,968) |
Accumulated other comprehensive income (loss) | (61,785) | (51,600) |
Total stockholders' equity | 90,480 | 29,628 |
Total liabilities and stockholders' equity | $ 610,373 | $ 493,318 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Jun. 30, 2016 | Jun. 30, 2015 |
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 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
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 | 18,519,757 | 17,747,793 |
Common stock, shares outstanding | 18,519,757 | 17,747,793 |
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 | 20,887,811 | 21,320,275 |
Common stock, shares outstanding | 20,887,811 | 21,320,275 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
OPERATING ACTIVITIES | |||
Net income (loss) | $ 82,728 | $ 60,280 | $ (3,127) |
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: | |||
Depreciation and amortization | 23,452 | 21,604 | 21,453 |
Amortization of deferred financing costs and debt discount | 989 | 967 | 1,448 |
Acquisition-related cost of goods sold | 2,566 | ||
Acquisition-related accrued compensation | 1,680 | 747 | |
Acquisition-related accrued interest | 1,476 | 613 | |
Deferred income taxes | (22,244) | 4,761 | 1,289 |
Foreign currency (gains) losses, net | (7,725) | (3,376) | 1,429 |
Other | 354 | 61 | (538) |
Loss on extinguishment of debt | 22,771 | ||
Payment of premiums and costs on extinguished debt | (17,205) | ||
Changes in operating assets and liabilities, net of business acquisitions: | |||
Accounts receivable, net | (13,086) | (1,877) | (14,683) |
Inventories, net | (16,439) | (19,354) | (3,186) |
Other current assets | 457 | 7,416 | (31) |
Other assets | (6,547) | (4,236) | 5,103 |
Accounts payable | (3,245) | 4,796 | 1,682 |
Accrued interest | 62 | 90 | (13,813) |
Accrued expenses and other liabilities | (7,260) | (3,788) | (3,304) |
Net cash provided (used) by operating activities | 37,218 | 68,704 | (712) |
INVESTING ACTIVITIES | |||
Capital expenditures | (36,352) | (20,058) | (19,846) |
Business acquisition | (46,576) | (10,377) | |
Other, net | 137 | (4,029) | 434 |
Net cash provided (used) by investing activities | (82,791) | (34,464) | (19,412) |
FINANCING ACTIVITIES | |||
Revolving credit facility borrowings | 255,500 | 38,000 | 175,500 |
Revolving credit facility repayments | (189,500) | (35,000) | (209,500) |
Proceeds from long-term debt | 289,275 | ||
Payments of long-term debt, capital leases and other | (3,929) | (4,090) | (335,374) |
Debt issuance costs | (4,551) | ||
Proceeds from common shares issued | 4,017 | 1,334 | 114,429 |
Dividends paid | (15,708) | (15,595) | (25,000) |
Net cash provided (used) by financing activities | 50,380 | (15,351) | 4,779 |
Effect of exchange rate changes on cash | (418) | (1,494) | (203) |
Net increase (decrease) in cash and cash equivalents | 4,389 | 17,395 | (15,548) |
Cash and cash equivalents at beginning of period | 29,216 | 11,821 | 27,369 |
Cash and cash equivalents at end of period | 33,605 | 29,216 | 11,821 |
Supplemental cash flow information | |||
Interest paid | 14,215 | 12,912 | 45,370 |
Income taxes paid, net | 16,828 | 10,780 | 12,207 |
Non-cash investing and financing activities | |||
Business acquisition | 4,156 | ||
Property, plant and equipment and capital lease additions | $ 1,438 | $ 1,193 | $ 2,637 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Stock | Preferred Stock | Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Total |
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 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Comprehensive income (loss) | 82,728 | (10,185) | 72,543 | |||
Exercise of stock options and warrant | 4,017 | 4,017 | ||||
Exercise of stock options and warrant (in shares) | 339,500 | |||||
Dividends paid | (3,910) | (11,798) | (15,708) | |||
Balance at Jun. 30, 2016 | $ 4 | $ 118,299 | $ 33,962 | $ (61,785) | $ 90,480 | |
Balance (in shares) at Jun. 30, 2016 | 39,407,568 |
Description of Business
Description of Business | 12 Months Ended |
Jun. 30, 2016 | |
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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and New Accounting Standards | 12 Months Ended |
Jun. 30, 2016 | |
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. Revisions of previously issued financial statements During the fourth quarter of fiscal 2016, the Company determined that amortization expense related to product-related intangible assets should be recorded in cost of goods sold rather than in selling, general and administrative expense within the consolidated statement of operations. The Company has revised its prior year financial statements to correct the classification of amortization expense to increase cost of goods sold and reduce gross profit and selling, general and administrative expenses by $3,092 and $3,361 for the fiscal years ended June 30, 2015 and 2014, respectively. These revisions had no impact on the Company's previously reported net income (loss) or cash flows. The Company evaluated the impact of the revisions on prior periods, assessing materiality quantitatively and qualitatively, and concluded the errors were not material to any previously issued financial statements. 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 27% and 26% of accounts receivable at June 30, 2016 and 2015, 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. Depreciation is charged to results of operations using the straight-line method based upon the assets’ estimated useful lives ranging from 2 to 30 years for buildings and improvements, and 1 to 17 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 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 based on 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. 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 is 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 is the excess of the asset’s carrying value over its fair value. In addition, we periodically reassess the estimated remaining useful lives of our long-lived and amortizable intangible assets. Changes to estimated useful lives would affect the amount of depreciation and amortization recorded in the consolidated statements of operations. 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 periodically review our indefinite life intangible assets associated with acquired IPR&D for impairment and assess whether significant events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds the anticipated future discounted cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss is the excess of the asset’s carrying value over its fair value. During the fourth quarter of each year, absent any prior impairment indicators, we perform an annual impairment assessment. We elected to apply certain accounting guidance that allows an initial qualitative analysis of the fair value of the indefinite life intangible asset. We have determined the fair value of our IPR&D was not impaired. Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in a business combination. We test goodwill for impairment annually during the fourth quarter, or more frequently if impairment indicators exist. Impairment exists when the carrying amount of goodwill exceeds its implied fair value. During the fourth quarter of 2016, we tested goodwill by applying certain accounting guidance that allows an initial qualitative analysis of the fair value of goodwill. We have determined our goodwill was not impaired. We have not recorded any impairment charges since the goodwill was initially recorded. Foreign Currency Translation We generally use local currency as the functional currency to measure the financial position and results of operations of each of our international subsidiaries. We translate assets and liabilities of these operations at the exchange rates in effect at the balance sheet date. We translate income statement accounts at the average rates of exchange prevailing during the period. Translation adjustments that arise from the use of differing exchange rates from period to period are included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Certain of our Israeli operations have designated the U.S. dollar as their functional currency. Gains and losses arising from remeasurement of local currency accounts into U.S. dollars are included in determining net income. Comprehensive Income (Loss) Comprehensive income (loss) consists of net income (loss) and the changes in: (i) the fair value of derivative instruments that qualify for hedge accounting; (ii) foreign currency translation adjustments; (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 prospective effectiveness of the hedging instrument as well as the ultimate effectiveness, the risk-management objectives, the strategies for undertaking the various hedge transactions and the methods of assessing hedge effectiveness. We 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. During 2016, we elected early application of Accounting Standards Update (“ASU”) 2015-17, Balance Sheet Classification of Deferred Taxes 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. Advertising Advertising and marketing costs are expensed as incurred and are reflected in selling, general and administrative expenses. Research and Development Expenditures Research and development expenditures are expensed as incurred and are recorded in selling, general and administrative expenses in the consolidated statements of operations. Most of our manufacturing facilities have 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 that 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 years ended June 30, 2016 and 2015, all common share equivalents 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 Years Ended June 30 2016 2015 2014 Net income (loss) $ 82,728 $ 60,280 $ (3,127 ) Weighted average number of shares–basic 39,254 38,969 32,193 Dilutive effect of stock options and warrant 708 846 — Weighted average number of shares–diluted 39,962 39,815 32,193 Net income (loss) per share basic $ 2.11 $ 1.55 $ (0.10 ) diluted $ 2.07 $ 1.51 $ (0.10 ) New Accounting Standards The Financial Accounting Standards Board (“FASB”) issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, amends Compensation—Stock Compensation (Topic 718) ASU 2016-02, Leases (Topic 842) ASU 2015-17, Balance Sheet Classification of Deferred Taxes ASU 2015-12, Plan Accounting ASU 2015-11, Inventory (Topic 330) ASU 2015-05, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30) ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Deferral of the Effective Date Principal versus Agent Considerations Identifying Performance Obligations and Licensing Narrow-Scope Improvements and Practical Expedients . |
Statements of Operations-Additi
Statements of Operations-Additional Information | 12 Months Ended |
Jun. 30, 2016 | |
Supplemental Income Statement Elements [Abstract] | |
Statements of Operations-Additional Information | 3. Statements of Operations—Additional Information For the Years Ended June 30 2016 2015 2014 Interest expense, net Term B Loan $ 11,631 $ 11,717 $ 2,419 Revolving credit facility 2,257 918 171 Domestic senior credit facility — — 1,328 Senior notes — — 24,281 Mayflower and BFI term loans — — 3,051 Acquisition-related accrued interest 1,476 613 — Amortization of deferred financing fees and debt 989 967 1,448 Other 495 339 383 Interest expense 16,848 14,554 33,081 Interest (income) (256 ) (249 ) (119 ) $ 16,592 $ 14,305 $ 32,962 For the Years Ended June 30 2016 2015 2014 Depreciation and amortization Depreciation of property, plant and equipment $ 17,659 $ 16,813 $ 16,439 Amortization of intangible assets 5,559 4,560 4,897 Amortization of other assets 234 231 117 $ 23,452 $ 21,604 $ 21,453 Depreciation of property, plant and equipment includes amortization of capitalized software costs of $2,915, $2,905 and $2,657 during 2016, 2015 and 2014, respectively. Amortization of intangible assets is expected to be $5,833; $5,675; $5,640; $5,473; $5,024 and $30,872 for 2017, 2018, 2019, 2020, and 2021 and thereafter, respectively. For the Years Ended June 30 2016 2015 2014 Research and development expenditures $ 11,029 $ 9,511 $ 8,212 |
Balance Sheets-Additional Infor
Balance Sheets-Additional Information | 12 Months Ended |
Jun. 30, 2016 | |
Balance Sheets Additional Information [Abstract] | |
Balance Sheets-Additional Information | 4. Balance Sheets—Additional Information As of June 30 2016 2015 Accounts receivable, net Trade accounts receivable $ 128,743 $ 114,477 Allowance for doubtful accounts (4,953 ) (3,378 ) $ 123,790 $ 111,099 As of June 30 2016 2015 2014 Allowance for doubtful accounts Balance at beginning of period $ 3,378 $ 1,235 $ 658 Provision for bad debts 1,774 2,587 226 Effect of changes in exchange rates (132 ) (218 ) 351 Bad debt write-offs (recovery) (67 ) (226 ) — Balance at end of period $ 4,953 $ 3,378 $ 1,235 As of June 30 2016 2015 Inventories Raw materials $ 51,369 $ 40,012 Work-in-process 8,074 7,617 Finished goods 108,248 102,157 $ 167,691 $ 149,786 As of June 30 2016 2015 Property, plant and equipment, net Land $ 9,612 $ 9,130 Buildings and improvements 64,265 50,276 Machinery and equipment 196,480 171,797 270,357 231,203 Accumulated depreciation (143,034 ) (126,789 ) $ 127,323 $ 104,414 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 leases expire in November 2035. Net equipment under capital leases was $12 and $48 at June 30, 2016 and 2015, respectively, including accumulated depreciation of $10 and $42, respectively. Property, plant and equipment, net includes internal-use software costs, net of accumulated depreciation, of $5,180 and $6,747 at June 30, 2016 and 2015, respectively. Machinery and equipment includes construction-in-progress of $5,595 and $5,748 at June 30, 2016 and 2015, respectively. As of June 30 Weighted- (Years) 2016 2015 Intangibles, net Cost Medicated feed additive product registrations 10 $ 11,744 $ 11,753 Amprolium international marketing rights 10 4,292 4,292 Customer relationships 13 10,606 10,615 Technology 13 66,960 38,580 Distribution agreements 4 3,275 3,298 Trade names, trademarks and other 5 2,740 2,740 In-process research and development 1,579 1,579 101,196 72,857 Accumulated amortization Medicated feed additive product registrations (10,846 ) (10,669 ) Amprolium international marketing rights (4,292 ) (4,292 ) Customer relationships (6,303 ) (5,267 ) Technology (13,877 ) (9,741 ) Distribution agreements (3,275 ) (3,298 ) Trade names, trademarks and other (2,508 ) (2,309 ) (41,101 ) (35,576 ) $ 60,095 $ 37,281 As of June 30 2016 2015 Goodwill roll-forward Balance at beginning of period $ 12,613 $ 12,613 MVP acquisition 8,508 — Balance at end of period $ 21,121 $ 12,613 As of June 30 2016 2015 Other assets Acquisition-related note receivable $ 5,000 $ 5,000 Equity method investments 4,580 4,725 Insurance investments 4,833 4,788 Deferred financing fees 3,602 4,335 Deferred income taxes 28,019 221 Deposits 5,992 532 Other 6,977 5,681 $ 59,003 $ 25,282 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 $4,076 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 2016 2015 Accrued expenses and other current liabilities Employee related $ 21,712 $ 22,273 Commissions and rebates 3,722 4,148 Insurance related 1,780 1,368 Professional fees 3,573 3,543 Income and other taxes 1,910 817 Deferred consideration on acquisitions 1,250 1,196 Fair value of derivatives — 1,542 Other 11,756 10,576 $ 45,703 $ 45,463 Other liabilities U.S. pension plan $ 21,371 $ 18,573 International retirement plans 5,600 4,893 Supplemental retirement benefits, deferred compensation and 8,984 7,443 Long term and deferred income taxes 8,205 19,098 Deferred consideration on acquisitions 9,172 7,266 Other long term liabilities 7,981 8,375 $ 61,313 $ 65,648 As of June 30 2016 2015 Accumulated other comprehensive income (loss) Derivative instruments $ 2,655 $ (1,542 ) Foreign currency translation adjustment (41,904 ) (32,723 ) Unrecognized net pension gains (losses) (30,977 ) (19,884 ) (Provision) benefit for income taxes on derivative instruments (1,548 ) 63 (Provision) benefit for incomes taxes on long-term intercompany investments 8,166 4,923 (Provision) benefit for income taxes on pension 1,823 (2,437 ) $ (61,785 ) $ (51,600 ) |
Acquisitions
Acquisitions | 12 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | 5. Acquisitions MVP In January 2016, we purchased the assets of MVP Laboratories, Inc. (“MVP”). MVP was a developer, manufacturer and marketer of livestock vaccines vaccine, adjuvants and other products. We acquired all of the assets and assumed certain liabilities used in MVP’s business, including working capital, intellectual property, manufacturing equipment, real property and facilities. The purchase price of approximately $46,576 was paid in cash primarily at closing. We incurred $618 in transaction expenses in connection with the acquisition, which are included in selling, general and administrative expenses. The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations Working capital, net $ 4,914 Property, plant and equipment 4,774 Definite-lived intangible assets 28,380 Goodwill 8,508 Net assets acquired $ 46,576 We may further refine the determination of certain assets during the measurement period. The definite-lived intangible assets relate to developed products and will be amortized over an estimated useful life of 15 years. The business is included in the Animal Health segment and the goodwill is deductible for tax purposes. MJB In January 2015, we entered into multiple agreements with MJ Biologics, Inc. (“MJB”). The agreements provided for exclusivity to license, manufacture and distribute certain animal vaccine products, as well as collaboration on the development of animal vaccines with MJB. Unless otherwise terminated due to material breach or bankruptcy, the agreements are anticipated to continue until the expected January 1, 2021 closing date (the “Closing” or the “Closing Date”) of the purchase of intellectual property and certain other assets comprising MJB’s business relating to animal vaccines. 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. Acquisition-related accrued interest for this contingent liability was $1,476 for the year ended June 30, 2016. The acquisition was accounted for as a business combination in accordance with ASC 805. Pro forma information giving effect to the acquisition was not provided because the results were not material to the consolidated financial statements. We recorded intangible assets of $9,156, including $7,577 of technology-related assets and $1,579 of IPR&D. The definite-lived intangible assets relate to developed products and will be amortized over an estimated useful life of 15 years. We recorded a long-term liability of $4,156, net of the upfront payment. The long-term liability is payable at the Closing Date and over a subsequent earn-out period. The Closing Payment will also include $5,040 (pro-rated on a monthly basis), conditional upon continuing service of a key employee through January 2018; this amount is being recognized as compensation expense over the service period. Acquisition-related accrued compensation was $1,680 for the year ended June 30, 2016. The business is included in the Animal Health segment. |
Debt
Debt | 12 Months Ended |
Jun. 30, 2016 | |
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 January 2016, we amended the agreements governing our Credit Facilities to, among other things, increase the commitment available to us under the Revolver from $100,000 to $200,000. All other material terms and conditions were unchanged. 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. The LIBOR rate on the Term B Loan is subject to a floor of 1.00%. 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 that, among other things and subject to the permitted exceptions described therein, restrict us and our subsidiaries with respect to: (i) incurring additional debt; (ii) making certain restricted payments or making optional redemptions of other indebtedness; (iii) making investments or acquiring assets; (iv) disposing of assets (other than in the ordinary course of business); (v) creating any liens on our assets; (vi) entering into transactions with affiliates; (vii) entering into merger or consolidation transactions; and (viii) creating guarantee obligations; provided, however, that we are permitted to pay distributions to stockholders out of available cash subject to certain annual limitations and so long as no default or event of default under the 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 leverage ratio 4.25:1.00. As of June 30, 2016, we were in compliance with the covenants of the Credit Facilities. As of June 30, 2016, we had $69,000 in borrowings under the Revolver and had outstanding letters of credit of $14,242, leaving $116,758 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 3.04% for the year ended June 30, 2016, and 2.80% for the year ended June 30, 2015. The weighted-average interest rate on the Term B loan was 4.00% for the years ended June 30, 2016 and 2015. Foreign Short-Term Debt Our Israel subsidiaries have aggregate credit facilities available of approximately $7.8 million (the “Israel Credit Facility”). As of June 30, 2016, 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 February 2017. Long-Term Debt As of June 30 2016 2015 Term B loan due April 2021 $ 284,200 $ 287,100 Capitalized lease obligations 7 18 284,207 287,118 Unamortized debt discount (497 ) (600 ) 283,710 286,518 Less: current maturities (2,803 ) (2,809 ) $ 280,907 $ 283,709 Aggregate Maturities of Long-Term Debt For the Years Ended June 30 2017 $ 2,907 2018 2,900 2019 2,900 2020 2,900 2021 272,600 Total $ 284,207 |
Common Stock, Warrant, Preferre
Common Stock, Warrant, Preferred Stock and Dividends | 12 Months Ended |
Jun. 30, 2016 | |
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, 2016 and 2015 were: 2016 2015 2016 2015 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 18,519,757 17,747,793 Common stock−Class B 30,000,000 30,000,000 $ 0.0001 20,887,811 21,320,275 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. Dividends We declared and paid quarterly cash dividends totaling $15,708 for the year ended June 30, 2016, to holders of our Class A common stock and Class B common stock. |
Stock Option Plan
Stock Option Plan | 12 Months Ended |
Jun. 30, 2016 | |
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, 2016. 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. Expense related to stock options for 2016, 2015 and 2014, was $0, $0 and $73, respectively. Stock option activity was: Options Shares Weighted- Per Share Outstanding, June 30, 2015 1,385,540 $ 11.83 Exercised (339,500 ) $ 11.83 Outstanding, June 30, 2016 1,046,040 $ 11.83 Exercisable, June 30, 2016 1,046,040 $ 11.83 At June 30, 2016, exercisable options had a weighted-average remaining contractual life of 2.7 years and had a $7,144 aggregate intrinsic value, based on the market price as of that date, less the exercise price. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2016 | |
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. For additional details, see “—Debt.” Certain relatives of Jack C. Bendheim provided services to us as employees or consultants and received aggregate compensation and benefits of approximately $1,910, $1,927 and $1,764 during 2016, 2015 and 2014. Mr. Bendheim has sole authority to vote shares of our stock owned by BFI Co., LLC, an investment vehicle of the Bendheim family. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Jun. 30, 2016 | |
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, 2016, 2015 and 2014. Changes in the projected benefit obligation, plan assets and funded status were: For the Years Ended June 30 2016 2015 Change in projected benefit obligation Projected benefit obligation at beginning of year $ 62,605 $ 57,599 Service cost 2,939 2,954 Interest cost 2,893 2,618 Benefits paid (1,271 ) (1,116 ) Actuarial (gain) loss 8,498 550 Projected benefit obligation at end of year $ 75,664 $ 62,605 For the Years Ended June 30 2016 2015 Change in plan assets Fair value of plan assets at beginning of year $ 44,032 $ 39,581 Actual return on plan assets (1,202 ) (1,248 ) Employer contributions 12,734 6,815 Benefits paid (1,271 ) (1,116 ) Fair value of plan assets at end of year $ 54,293 $ 44,032 Funded status at end of year $ (21,371 ) $ (18,573 ) The funded status is included in other liabilities in the consolidated balance sheets. At June 30, 2016 and 2015, the accumulated benefit obligation was $68,403 and $56,904, respectively. The Company expects to contribute approximately $5,851 to the pension plan during 2017. 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 2016 2015 Accumulated Other Comprehensive (Income) Loss Related to Pension Plan Balance at beginning of period $ 19,884 $ 16,663 Amortization of net actuarial loss and prior service costs (1,784 ) (1,405 ) Current period net actuarial loss 12,877 4,626 Net change 11,093 3,221 Balance at end of period $ 30,977 $ 19,884 Amortization of unrecognized net actuarial loss and prior service costs will be approximately $2,862 during 2017. Net periodic pension expense was: For the Years Ended June 30 2016 2015 2014 Service cost−benefits earned during the year $ 2,939 $ 2,954 $ 2,457 Interest cost on benefit obligation 2,893 2,618 2,333 Expected return on plan assets (3,177 ) (2,828 ) (2,334 ) Amortization of net actuarial loss and prior service costs 1,784 1,405 904 Net periodic pension expense $ 4,439 $ 4,149 $ 3,360 Significant actuarial assumptions for the plan were: For the Years Ended June 30 2016 2015 2014 Discount rate for service and interest 4.6% 4.5% 5.0% Expected rate of return on plan assets 6.1% 6.7% 7.0% Rate of compensation increase 3.0%–6.0% 3.0%–6.0% 3.0%–4.5% Discount rate for year-end benefit 3.9% 4.6% 4.5% The plan used the Aon Hewitt AA Bond Universe as a benchmark for its discount rate as of June 30, 2016, 2015 and 2014. 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 that are generally non-callable and have at least $250 million par value outstanding. From this, the discount rate that results in the same present value is calculated. Estimated future benefit payments, including benefits attributable to future service, are: For the Years Ended June 30 2017 $ 1,934 2018 2,196 2019 2,480 2020 2,780 2021 3,081 2022–2026 19,684 The plan’s target asset allocations for 2017 and the weighted-average asset allocation of plan assets as of June 30, 2016 and 2015 are: Target Percentage of Plan Assets For the years ended June 30 2017 2016 2015 Debt securities 10%–35% 19 % 19 % Equity securities 25%–55% 43 % 35 % Global asset allocation/risk parity (1) 15%–35% 26 % 35 % Other 0%–25% 12 % 11 % (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, 2016 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 713 $ — $ — $ 713 Common-collective funds Global large cap equities — 11,963 6,596 18,559 Fixed income securities — 7,583 — 7,583 Global asset allocations/risk parity — 4,878 — 4,878 Mutual funds Global Equities 4,611 — — 4,611 Fixed income securities 1,366 — — 1,366 Global asset allocations/risk parity 2,667 — — 2,667 Other Fixed income securities — — 1,434 1,434 Global asset allocations/risk parity — — 6,554 6,554 Other — — 5,929 5,929 $ 9,357 $ 24,424 $ 20,513 $ 54,294 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 The table below provides a summary of the changes in the fair value of Level 3 assets: Change in Fair Value Level 3 assets 2016 2015 Balance at beginning of period $ 8,989 $ 10,031 Redemptions (3,656 ) (2,026 ) Purchases 15,695 1,280 Change in fair value (515 ) (296 ) Balance at end of period $ 20,513 $ 8,989 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 that 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 $14,898 and $12,438 as of June 30, 2016 and 2015, respectively, for other retirement benefits, including international retirement plans, supplemental retirement benefits and other employee benefit plans. Expense under these plans was $5,239, $3,286, and $3,832 for 2016, 2015 and 2014, respectively. We provide a 401(k) retirement savings plan, under which United States employees may make pre-tax contributions. 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% of compensation and are eligible to receive an additional discretionary contribution of up to 4% of compensation, depending on the employee’s 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 $2,309, $1,583, and $1,281 in 2016, 2015 and 2014, respectively. Subsequent Events In July 2016, we amended the domestic noncontributory defined benefit pension plan to eliminate credit for future service and compensation increases, effective as of September 30, 2016. The amendment will result in an estimated $6,700 pension curtailment gain. The consolidated financial statements for the quarter ended September 30, 2016, will include the gain in other comprehensive income with an offsetting reduction in the liability for pension benefits included in other liabilities. Effective October 1, 2016, the 401(k) retirement savings plan will include, for all domestic employees, a non-elective Company contribution of 3% of compensation and an additional discretionary contribution of up to 4% of compensation, depending on the employee’s age and years of service. In August 2016, we offered a lump sum payment option to certain pension plan participants who are no longer active employees and who do not currently receive benefits. We expect to recognize a partial settlement of the pension plan that will result in a charge to the consolidated statement of operations for the quarter ending December 31, 2016. Depending on the participants who elect the option, we estimate the expense will be up to $3,000. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes Income (loss) before income taxes was: For the Years Ended June 30 2016 2015 2014 Domestic $ 2,027 $ 15,937 $ (26,226 ) Foreign 74,734 62,826 32,534 Income (loss) before income taxes $ 76,761 $ 78,763 $ 6,308 Components of the provision for income taxes were: For the Years Ended June 30 2016 2015 2014 Current provision (benefit): Federal $ (2,889 ) $ (468 ) $ (673 ) State and local (474 ) (48 ) (268 ) Foreign 20,168 13,868 9,087 Total current provision 16,805 13,352 8,146 Deferred provision (benefit): Federal (2,985 ) 6,157 (1,632 ) State and local 911 1,311 (1,877 ) Foreign (989 ) 5,933 966 Change in valuation allowance–domestic (19,588 ) (7,468 ) 3,509 Change in valuation allowance–foreign (121 ) (802 ) 323 Total deferred provision (22,772 ) 5,131 1,289 Provision (benefit) for income taxes $ (5,967 ) $ 18,483 $ 9,435 During 2016, based on continued domestic profitability, we concluded that it was more likely than not that the value of domestic deferred tax assets would be realized, and it was no longer necessary to maintain a valuation allowance. Accordingly we released our domestic valuation allowance. We continue to maintain valuation allowances against deferred tax assets related to certain foreign jurisdictions. We review the realizability of our deferred tax assets when circumstances indicate a review is required. During 2016, we elected early application of ASU 2016-09, Improvements to Employee Share-Based Payment Accounting Reconciliations of the federal statutory rate to the Company’s effective tax rate were: For the Years Ended June 30 2016 2015 2014 Federal income tax rate 35.0 % 35.0 % 35.0 % State and local taxes, net of federal benefit 0.2 0.2 (0.9 ) Change in federal valuation allowance (27.8 ) (7.8 ) 43.6 Foreign income tax rates and change in foreign valuation allowance (5.5 ) (2.2 ) (67.2 ) Foreign withholding tax 0.1 0.3 36.5 Foreign incentive tax rates (4.5 ) (4.1 ) (30.1 ) Domestic tax on foreign income 2.7 0.9 13.6 Change in liability for uncertain tax positions (4.9 ) 1.5 (34.9 ) Repatriation of foreign earnings — — 138.7 Permanent items 1.5 (0.6 ) 18.8 Exercise of employee stock options (4.6 ) — — Other — 0.3 (3.5 ) Effective tax rate (7.8 )% 23.5 % 149.6 % We have not provided for United States or additional foreign taxes on approximately $176,281 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 2016 2015 Deferred tax assets: Employee related accruals $ 12,603 $ 9,778 Inventory 2,573 3,889 Environmental remediation 2,208 2,155 Net operating loss carry forwards–domestic 13,768 13,641 Net operating loss carry forwards–foreign 4,346 4,127 Other 7,566 5,418 43,064 39,008 Valuation allowance (4,614 ) (26,622 ) 38,450 12,386 Deferred tax liabilities: Property, plant and equipment and intangible assets (9,725 ) (11,088 ) Other (1,956 ) (461 ) (11,681 ) (11,549 ) Net deferred tax asset $ 26,769 $ 837 Deferred taxes are included in the consolidated balance sheets as follows: As of June 30 2016 2015 Prepaid expenses and other current assets $ — $ 7,456 Other assets 28,019 222 Other liabilities (1,250 ) (6,841 ) $ 26,769 $ 837 During 2016, we elected early application of ASU 2015-17, Balance Sheet Classification of Deferred Taxes, The valuation allowances for deferred tax assets were: As of June 30 2016 2015 2014 Balance at beginning of period $ 26,622 $ 32,892 $ 27,753 Provision for income taxes (19,709 ) (6,270 ) 5,139 Net operating loss utilization (2,299 ) — — Balance at end of period $ 4,614 $ 26,622 $ 32,892 The valuation allowance for deferred tax assets as of June 30, 2016, is solely related to foreign jurisdictions. The Company has approximately $33,302 of domestic federal net operating loss carry forwards that expire in 2028 through 2035 and approximately $42,895 of state net operating loss carry forwards that will expire in 2016 through 2035. In addition, the Company has approximately $13,243 of foreign net operating loss carry forwards, most of which are in jurisdictions that have no expiration. As tax law is complex and often subject to varied interpretations, it is uncertain whether some of our tax positions will be sustained upon audit. Tax liabilities associated with uncertain tax positions represent unrecognized tax benefits, which arise when the estimated benefit recorded in our financial statements differs from the amounts taken or expected to be taken in a tax return because of the uncertainties described above. Substantially all of these unrecognized tax benefits, if recognized, would impact our effective income tax rate. The reconciliation of the beginning and ending amounts of gross unrecognized tax benefits follows: As of June 30 2016 2015 2014 Unrecognized tax benefits–beginning of period $ 8,078 $ 7,420 $ 12,261 Tax position changes–prior periods 188 (24 ) 1,276 Tax position changes–current period 472 1,945 1,036 Settlements with tax authorities — — (2,215 ) Lapse of statute of limitations (3,700 ) (907 ) (5,157 ) Translation (92 ) (356 ) 219 Unrecognized tax benefits–end of period 4,946 8,078 7,420 Interest and penalties–end of period 308 1,326 1,344 Total liabilities related to uncertain tax $ 5,254 $ 9,404 $ 8,764 We recognize interest and penalties associated with uncertain tax positions as a component of the provision for income taxes. We recognized interest and penalties expense (income) of $(980), $66 and $(661) for 2016, 2015 and 2014, respectively. During 2017, we potentially will reverse $658 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 2016, one of our international subsidiaries was subject to an income tax examination for the years 2013 and 2014. The examination is ongoing and is expected to be completed during 2017. We are unable to determine the impact, if any, of the results of the examination on 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, 2010; • Israel, through June 30, 2011 for certain subsidiaries and through June 30, 2012 for certain subsidiaries. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2016 | |
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, 2016, we had the following future minimum lease commitments: For the Years Ended June 30 Capital leases Non-cancellable operating leases 2017 $ 7 $ 4,665 2018 — 4,200 2019 — 3,632 2020 — 3,425 2021 — 3,002 Thereafter — 2,793 Total minimum lease payments $ 7 $ 21,717 Rent expense under operating leases was $8,131, $7,240, and $6,958 for 2016, 2015 and 2014, 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 United States Environmental Protection Agency (the “EPA”) is investigating and planning for the remediation of offsite contaminated groundwater that has migrated from the Omega Chemical Corporation Superfund Site (“Omega Chemical Site”), which is upgradient of Phibro-Tech’s Santa Fe Springs, California facility. The EPA has named Phibro-Tech and certain other subsidiaries of PAHC as potentially responsible parties (“PRPs”) due to groundwater contamination from Phibro-Tech’s Santa Fe Springs facility that has allegedly commingled with contaminated groundwater from the Omega Chemical Site. In September 2012, the EPA notified approximately 140 PRPs, including Phibro-Tech and the other subsidiaries, that they have been identified as potentially responsible for remedial action for the groundwater plume affected by the Omega Chemical Site and for EPA oversight and response costs. Phibro-Tech contends that groundwater contamination at its site is due to historical operations that pre-date Phibro-Tech and/or contaminated groundwater that has migrated from upgradient properties. In addition, a successor to a prior owner of the Phibro-Tech site has asserted that PAHC and Phibro-Tech are obligated to provide indemnification for its potential liability and defense costs relating to the groundwater plume affected by the Omega Chemical Site. Phibro-Tech has vigorously contested this position and has asserted that the successor to the prior owner is required to indemnify Phibro-Tech for its potential liability and defense costs. Furthermore, a nearby property owner has filed a complaint in the Superior Court of the State of California against many of the PRPs allegedly associated with the groundwater plume affected by the Omega Chemical Site (including Phibro-Tech) for alleged contamination of groundwater underneath its property, 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 $7,024 and $6,827 at June 30, 2016 and 2015, 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 that specify severance benefits of up to 15 months of the employee’s compensation. |
Derivatives
Derivatives | 12 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | 13. Derivatives We monitor our exposure to commodity prices 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 for that derivative, and immediately recognize any unrealized gains or losses related to the fair value of that derivative in the consolidated statements of operations. We record derivatives at fair value in the consolidated balance sheets. For additional details regarding fair value, see “—Fair Value Measurements.” The following table details the Company’s outstanding derivatives that are designated and effective as cash flow hedges as of June 30, 2016: Instrument Hedge Notional Fair value as of June 30, 2016 2015 Options Brazilian Real calls R$ 117,000 $ 3,027 $ 493 Options Brazilian Real puts R$ 117,000 $ (372 ) $ (2,035 ) The unrecognized gains (losses) at June 30, 2016, are unrealized and will fluctuate based on future exchange rates until the derivative contracts mature. Other comprehensive income (loss) included $4,197 of unrecognized gains for the twelve months ended June 30, 2016. Accumulated other comprehensive income (loss) at June 30, 2016 included $2,655 of net unrecognized gains on derivative instruments; we anticipate that $7 of those gains will be recognized in earnings within the next twelve months. We realized losses of $2,733 related to contracts that matured during 2016, and recorded the amount as a component of inventory. Of this amount recorded as inventory, we recognized $1,205 of losses in earnings, as a component of cost of goods sold, during 2016. We anticipate $1,528 of realized losses will be recognized in the consolidated statement of operations in 2017. 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, 2016 | |
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 that are significant to the overall fair value measurement, are employed that require the reporting entity to develop its own assumptions. In assessing the fair value of financial instruments at June 30, 2016 and 2015, we used a variety of methods and assumptions that 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 and the Revolver 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, based on quoted broker prices that are Level 2 inputs. We believe the carrying value of the Revolver is approximately equal to the fair value due to the variable nature of the instrument. 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 2016 2015 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivatives $ — $ 2,655 $ — $ — $ (1,542 ) $ — Deferred consideration on acquisitions — — 6,745 — — 5,465 The table below provides a summary of the changes in the fair value of Level 3 assets: 2016 2015 Balance at beginning of period $ 5,465 $ 1,015 MJB Acquisition — 4,769 Acquisition-related accrued interest 1,476 216 Payment and other (196 ) (535 ) Balance at end of period $ 6,745 $ 5,465 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, 2016 | |
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, all income tax related assets and certain other assets. We evaluate performance of our segments based on Adjusted EBITDA. We define Adjusted EBITDA as income before income taxes plus (a) interest expense, net, (b) depreciation and amortization, (c) (income) loss from, and disposal of, discontinued operations, (d) 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 (e) certain items that we consider to be unusual, non-operational or non-recurring. 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 2016 2015 2014 Net sales MFAs and other $ 339,916 $ 335,735 $ 326,568 Nutritional Specialties 94,084 81,702 63,068 Vaccines 52,140 53,363 41,417 Animal Health 486,140 470,800 431,053 Mineral Nutrition 216,685 227,102 201,599 Performance Products 48,701 50,689 59,262 Total segments $ 751,526 $ 748,591 $ 691,914 Depreciation and amortization Animal Health $ 17,149 $ 15,430 $ 15,484 Mineral Nutrition 2,467 2,468 2,368 Performance Products 807 577 412 Total segments $ 20,423 $ 18,475 $ 18,264 Adjusted EBITDA Animal Health $ 127,442 $ 120,259 $ 100,280 Mineral Nutrition 14,971 14,429 11,636 Performance Products 970 2,646 4,626 Total segments $ 143,383 $ 137,334 $ 116,542 Reconciliation of income before income taxes to Adjusted EBITDA Income before income taxes $ 76,761 $ 78,763 $ 6,308 Interest expense, net 16,592 14,305 32,962 Depreciation and amortization – Total segments 20,423 18,475 18,264 Depreciation and amortization – Corporate 3,029 3,129 3,189 Corporate costs 29,323 27,315 25,945 Acquisition-related cost of goods sold 2,566 — — Acquisition-related accrued compensation 1,680 747 — Acquisition-related transaction costs 618 — — Loss on insurance claim — — 5,350 Foreign currency (gains) losses, net (7,609 ) (5,400 ) 1,753 Loss on extinguishment of debt — — 22,771 Adjusted EBITDA – Total segments $ 143,383 $ 137,334 $ 116,542 As of June 30 2016 2015 Identifiable assets Animal Health $ 444,751 $ 349,345 Mineral Nutrition 57,939 58,722 Performance Products 21,557 21,888 Total segments 524,247 429,955 Corporate 86,126 63,363 Total $ 610,373 $ 493,318 The Animal Health segment includes all goodwill. The Animal Health segment includes advances to and investment in equity method investee of $4,076 and $4,364 as of June 30, 2016 and 2015, respectively. The Performance Products segment includes an investment in equity method investee of $504 and $361 as of June 30, 2016 and 2015, respectively. |
Geographic Information
Geographic Information | 12 Months Ended |
Jun. 30, 2016 | |
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 2016 2015 2014 Net sales United States $ 473,247 $ 475,942 $ 435,414 Israel 89,999 93,459 89,739 Latin America and Canada 105,667 99,578 84,775 Europe and Africa 36,177 36,397 38,563 Asia/Pacific 46,436 43,215 43,423 $ 751,526 $ 748,591 $ 691,914 As of June 30 2016 2015 Property, plant and equipment, net United States $ 56,735 $ 43,775 Israel 46,706 36,367 Brazil 22,720 22,767 Other 1,162 1,505 $ 127,323 $ 104,414 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies and New Accounting Standards (Policies) | 12 Months Ended |
Jun. 30, 2016 | |
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. |
Revisions of previously issued financial statements | Revisions of previously issued financial statements During the fourth quarter of fiscal 2016, the Company determined that amortization expense related to product-related intangible assets should be recorded in cost of goods sold rather than in selling, general and administrative expense within the consolidated statement of operations. The Company has revised its prior year financial statements to correct the classification of amortization expense to increase cost of goods sold and reduce gross profit and selling, general and administrative expenses by $3,092 and $3,361 for the fiscal years ended June 30, 2015 and 2014, respectively. These revisions had no impact on the Company's previously reported net income (loss) or cash flows. The Company evaluated the impact of the revisions on prior periods, assessing materiality quantitatively and qualitatively, and concluded the errors were not material to any previously issued financial statements. |
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 27% and 26% of accounts receivable at June 30, 2016 and 2015, 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. Depreciation is charged to results of operations using the straight-line method based upon the assets’ estimated useful lives ranging from 2 to 30 years for buildings and improvements, and 1 to 17 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 |
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 based on 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. |
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 is 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 is the excess of the asset’s carrying value over its fair value. In addition, we periodically reassess the estimated remaining useful lives of our long-lived and amortizable intangible assets. Changes to estimated useful lives would affect the amount of depreciation and amortization recorded in the consolidated statements of operations. 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 periodically review our indefinite life intangible assets associated with acquired IPR&D for impairment and assess whether significant events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds the anticipated future discounted cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss is the excess of the asset’s carrying value over its fair value. During the fourth quarter of each year, absent any prior impairment indicators, we perform an annual impairment assessment. We elected to apply certain accounting guidance that allows an initial qualitative analysis of the fair value of the indefinite life intangible asset. We have determined the fair value of our IPR&D was not impaired. Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in a business combination. We test goodwill for impairment annually during the fourth quarter, or more frequently if impairment indicators exist. Impairment exists when the carrying amount of goodwill exceeds its implied fair value. During the fourth quarter of 2016, we tested goodwill by applying certain accounting guidance that allows an initial qualitative analysis of the fair value of goodwill. We have determined our goodwill was not impaired. We have not recorded any impairment charges since the goodwill was initially recorded. |
Foreign Currency Translation | Foreign Currency Translation We generally use local currency as the functional currency to measure the financial position and results of operations of each of our international subsidiaries. We translate assets and liabilities of these operations at the exchange rates in effect at the balance sheet date. We translate income statement accounts at the average rates of exchange prevailing during the period. Translation adjustments that arise from the use of differing exchange rates from period to period are included as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Certain of our Israeli operations have designated the U.S. dollar as their functional currency. Gains and losses arising from remeasurement of local currency accounts into U.S. dollars are included in determining net income. |
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 that qualify for hedge accounting; (ii) foreign currency translation adjustments; (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 prospective effectiveness of the hedging instrument as well as the ultimate effectiveness, the risk-management objectives, the strategies for undertaking the various hedge transactions and the methods of assessing hedge effectiveness. We 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. During 2016, we elected early application of Accounting Standards Update (“ASU”) 2015-17, Balance Sheet Classification of Deferred Taxes 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. |
Advertising | Advertising Advertising and marketing costs are expensed as incurred and are reflected in selling, general and administrative expenses. |
Research and Development Expenditures | Research and Development Expenditures Research and development expenditures are expensed as incurred and are recorded in selling, general and administrative expenses in the consolidated statements of operations. Most of our manufacturing facilities have 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 that 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 years ended June 30, 2016 and 2015, all common share equivalents 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 Years Ended June 30 2016 2015 2014 Net income (loss) $ 82,728 $ 60,280 $ (3,127 ) Weighted average number of shares–basic 39,254 38,969 32,193 Dilutive effect of stock options and warrant 708 846 — Weighted average number of shares–diluted 39,962 39,815 32,193 Net income (loss) per share basic $ 2.11 $ 1.55 $ (0.10 ) diluted $ 2.07 $ 1.51 $ (0.10 ) |
New Accounting Standards | New Accounting Standards The Financial Accounting Standards Board (“FASB”) issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, amends Compensation—Stock Compensation (Topic 718) ASU 2016-02, Leases (Topic 842) ASU 2015-17, Balance Sheet Classification of Deferred Taxes ASU 2015-12, Plan Accounting ASU 2015-11, Inventory (Topic 330) ASU 2015-05, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30) ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Deferral of the Effective Date Principal versus Agent Considerations Identifying Performance Obligations and Licensing Narrow-Scope Improvements and Practical Expedients . |
Summary of Significant Accoun25
Summary of Significant Accounting Policies and New Accounting Standards (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Net Income per Share and Weighted Average Shares | For the Years Ended June 30 2016 2015 2014 Net income (loss) $ 82,728 $ 60,280 $ (3,127 ) Weighted average number of shares–basic 39,254 38,969 32,193 Dilutive effect of stock options and warrant 708 846 — Weighted average number of shares–diluted 39,962 39,815 32,193 Net income (loss) per share basic $ 2.11 $ 1.55 $ (0.10 ) diluted $ 2.07 $ 1.51 $ (0.10 ) |
Statements of Operations-Addi26
Statements of Operations-Additional Information (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Supplemental Income Statement Elements [Abstract] | |
Schedule of additional information of statements of operations | For the Years Ended June 30 2016 2015 2014 Interest expense, net Term B Loan $ 11,631 $ 11,717 $ 2,419 Revolving credit facility 2,257 918 171 Domestic senior credit facility — — 1,328 Senior notes — — 24,281 Mayflower and BFI term loans — — 3,051 Acquisition-related accrued interest 1,476 613 — Amortization of deferred financing fees and debt 989 967 1,448 Other 495 339 383 Interest expense 16,848 14,554 33,081 Interest (income) (256 ) (249 ) (119 ) $ 16,592 $ 14,305 $ 32,962 For the Years Ended June 30 2016 2015 2014 Depreciation and amortization Depreciation of property, plant and equipment $ 17,659 $ 16,813 $ 16,439 Amortization of intangible assets 5,559 4,560 4,897 Amortization of other assets 234 231 117 $ 23,452 $ 21,604 $ 21,453 |
Balance Sheets-Additional Inf27
Balance Sheets-Additional Information (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Balance Sheets Additional Information [Abstract] | |
Schedule of additional information of balance sheets | As of June 30 2016 2015 Accounts receivable, net Trade accounts receivable $ 128,743 $ 114,477 Allowance for doubtful accounts (4,953 ) (3,378 ) $ 123,790 $ 111,099 As of June 30 2016 2015 2014 Allowance for doubtful accounts Balance at beginning of period $ 3,378 $ 1,235 $ 658 Provision for bad debts 1,774 2,587 226 Effect of changes in exchange rates (132 ) (218 ) 351 Bad debt write-offs (recovery) (67 ) (226 ) — Balance at end of period $ 4,953 $ 3,378 $ 1,235 As of June 30 2016 2015 Inventories Raw materials $ 51,369 $ 40,012 Work-in-process 8,074 7,617 Finished goods 108,248 102,157 $ 167,691 $ 149,786 As of June 30 2016 2015 Property, plant and equipment, net Land $ 9,612 $ 9,130 Buildings and improvements 64,265 50,276 Machinery and equipment 196,480 171,797 270,357 231,203 Accumulated depreciation (143,034 ) (126,789 ) $ 127,323 $ 104,414 As of June 30 Weighted- (Years) 2016 2015 Intangibles, net Cost Medicated feed additive product registrations 10 $ 11,744 $ 11,753 Amprolium international marketing rights 10 4,292 4,292 Customer relationships 13 10,606 10,615 Technology 13 66,960 38,580 Distribution agreements 4 3,275 3,298 Trade names, trademarks and other 5 2,740 2,740 In-process research and development 1,579 1,579 101,196 72,857 Accumulated amortization Medicated feed additive product registrations (10,846 ) (10,669 ) Amprolium international marketing rights (4,292 ) (4,292 ) Customer relationships (6,303 ) (5,267 ) Technology (13,877 ) (9,741 ) Distribution agreements (3,275 ) (3,298 ) Trade names, trademarks and other (2,508 ) (2,309 ) (41,101 ) (35,576 ) $ 60,095 $ 37,281 As of June 30 2016 2015 Goodwill roll-forward Balance at beginning of period $ 12,613 $ 12,613 MVP acquisition 8,508 — Balance at end of period $ 21,121 $ 12,613 As of June 30 2016 2015 Other assets Acquisition-related note receivable $ 5,000 $ 5,000 Equity method investments 4,580 4,725 Insurance investments 4,833 4,788 Deferred financing fees 3,602 4,335 Deferred income taxes 28,019 221 Deposits 5,992 532 Other 6,977 5,681 $ 59,003 $ 25,282 As of June 30 2016 2015 Accrued expenses and other current liabilities Employee related $ 21,712 $ 22,273 Commissions and rebates 3,722 4,148 Insurance related 1,780 1,368 Professional fees 3,573 3,543 Income and other taxes 1,910 817 Deferred consideration on acquisitions 1,250 1,196 Fair value of derivatives — 1,542 Other 11,756 10,576 $ 45,703 $ 45,463 Other liabilities U.S. pension plan $ 21,371 $ 18,573 International retirement plans 5,600 4,893 Supplemental retirement benefits, deferred compensation and 8,984 7,443 Long term and deferred income taxes 8,205 19,098 Deferred consideration on acquisitions 9,172 7,266 Other long term liabilities 7,981 8,375 $ 61,313 $ 65,648 As of June 30 2016 2015 Accumulated other comprehensive income (loss) Derivative instruments $ 2,655 $ (1,542 ) Foreign currency translation adjustment (41,904 ) (32,723 ) Unrecognized net pension gains (losses) (30,977 ) (19,884 ) (Provision) benefit for income taxes on derivative instruments (1,548 ) 63 (Provision) benefit for incomes taxes on long-term intercompany investments 8,166 4,923 (Provision) benefit for income taxes on pension 1,823 (2,437 ) $ (61,785 ) $ (51,600 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of acquired assets and liabilities as of the acquisition | Working capital, net $ 4,914 Property, plant and equipment 4,774 Definite-lived intangible assets 28,380 Goodwill 8,508 Net assets acquired $ 46,576 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of long term debt | As of June 30 2016 2015 Term B loan due April 2021 $ 284,200 $ 287,100 Capitalized lease obligations 7 18 284,207 287,118 Unamortized debt discount (497 ) (600 ) 283,710 286,518 Less: current maturities (2,803 ) (2,809 ) $ 280,907 $ 283,709 |
Schedule of aggregate maturities of long term debt | For the Years Ended June 30 2017 $ 2,907 2018 2,900 2019 2,900 2020 2,900 2021 272,600 Total $ 284,207 |
Common Stock, Warrant, Prefer30
Common Stock, Warrant, Preferred Stock and Dividends (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Schedule of preferred shares and common shares | 2016 2015 2016 2015 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 18,519,757 17,747,793 Common stock−Class B 30,000,000 30,000,000 $ 0.0001 20,887,811 21,320,275 |
Stock Option Plan (Tables)
Stock Option Plan (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
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, 2015 1,385,540 $ 11.83 Exercised (339,500 ) $ 11.83 Outstanding, June 30, 2016 1,046,040 $ 11.83 Exercisable, June 30, 2016 1,046,040 $ 11.83 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of changes in projected benefit obligation, plan assets and the funded status | For the Years Ended June 30 2016 2015 Change in projected benefit obligation Projected benefit obligation at beginning of year $ 62,605 $ 57,599 Service cost 2,939 2,954 Interest cost 2,893 2,618 Benefits paid (1,271 ) (1,116 ) Actuarial (gain) loss 8,498 550 Projected benefit obligation at end of year $ 75,664 $ 62,605 For the Years Ended June 30 2016 2015 Change in plan assets Fair value of plan assets at beginning of year $ 44,032 $ 39,581 Actual return on plan assets (1,202 ) (1,248 ) Employer contributions 12,734 6,815 Benefits paid (1,271 ) (1,116 ) Fair value of plan assets at end of year $ 54,293 $ 44,032 Funded status at end of year $ (21,371 ) $ (18,573 ) |
Schedule of accumulated other comprehensive (income) loss related to the pension plan | For the Years Ended June 30 2016 2015 Accumulated Other Comprehensive (Income) Loss Related to Pension Plan Balance at beginning of period $ 19,884 $ 16,663 Amortization of net actuarial loss and prior service costs (1,784 ) (1,405 ) Current period net actuarial loss 12,877 4,626 Net change 11,093 3,221 Balance at end of period $ 30,977 $ 19,884 |
Schedule of net periodic pension expense | For the Years Ended June 30 2016 2015 2014 Service cost−benefits earned during the year $ 2,939 $ 2,954 $ 2,457 Interest cost on benefit obligation 2,893 2,618 2,333 Expected return on plan assets (3,177 ) (2,828 ) (2,334 ) Amortization of net actuarial loss and prior service costs 1,784 1,405 904 Net periodic pension expense $ 4,439 $ 4,149 $ 3,360 |
Schedule of significant actuarial assumptions | For the Years Ended June 30 2016 2015 2014 Discount rate for service and interest 4.6% 4.5% 5.0% Expected rate of return on plan assets 6.1% 6.7% 7.0% Rate of compensation increase 3.0%–6.0% 3.0%–6.0% 3.0%–4.5% Discount rate for year-end benefit 3.9% 4.6% 4.5% |
Schedule of estimated future benefit payments, including benefits attributable to future service | For the Years Ended June 30 2017 $ 1,934 2018 2,196 2019 2,480 2020 2,780 2021 3,081 2022–2026 19,684 |
Schedule of weighted-average asset allocation of plan assets | Target Allocation Percentage of Plan Assets For the years ended June 30 2017 2016 2015 Debt securities 10%–35% 19 % 19 % Equity securities 25%–55% 43 % 35 % Global asset allocation/risk parity (1) 15%–35% 26 % 35 % Other 0%–25% 12 % 11 % (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, 2016 Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 713 $ — $ — $ 713 Common-collective funds Global large cap equities — 11,963 6,596 18,559 Fixed income securities — 7,583 — 7,583 Global asset allocations/risk parity — 4,878 — 4,878 Mutual funds Global Equities 4,611 — — 4,611 Fixed income securities 1,366 — — 1,366 Global asset allocations/risk parity 2,667 — — 2,667 Other Fixed income securities — — 1,434 1,434 Global asset allocations/risk parity — — 6,554 6,554 Other — — 5,929 5,929 $ 9,357 $ 24,424 $ 20,513 $ 54,294 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 |
Schedule of summary of the changes in the fair value of level 3 assets | Change in Fair Value Level 3 assets 2016 2015 Balance at beginning of period $ 8,989 $ 10,031 Redemptions (3,656 ) (2,026 ) Purchases 15,695 1,280 Change in fair value (515 ) (296 ) Balance at end of period $ 20,513 $ 8,989 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of income (loss) before income taxes | For the Years Ended June 30 2016 2015 2014 Domestic $ 2,027 $ 15,937 $ (26,226 ) Foreign 74,734 62,826 32,534 Income (loss) before income taxes $ 76,761 $ 78,763 $ 6,308 |
Schedule of components of the provision for income taxes | For the Years Ended June 30 2016 2015 2014 Current provision (benefit): Federal $ (2,889 ) $ (468 ) $ (673 ) State and local (474 ) (48 ) (268 ) Foreign 20,168 13,868 9,087 Total current provision 16,805 13,352 8,146 Deferred provision (benefit): Federal (2,985 ) 6,157 (1,632 ) State and local 911 1,311 (1,877 ) Foreign (989 ) 5,933 966 Change in valuation allowance–domestic (19,588 ) (7,468 ) 3,509 Change in valuation allowance–foreign (121 ) (802 ) 323 Total deferred provision (22,772 ) 5,131 1,289 Provision (benefit) for income taxes $ (5,967 ) $ 18,483 $ 9,435 |
Schedule of reconciliations of the Federal statutory rate to the Company's effective tax rate | For the Years Ended June 30 2016 2015 2014 Federal income tax rate 35.0 % 35.0 % 35.0 % State and local taxes, net of federal benefit 0.2 0.2 (0.9 ) Change in federal valuation allowance (27.8 ) (7.8 ) 43.6 Foreign income tax rates and change in foreign valuation allowance (5.5 ) (2.2 ) (67.2 ) Foreign withholding tax 0.1 0.3 36.5 Foreign incentive tax rates (4.5 ) (4.1 ) (30.1 ) Domestic tax on foreign income 2.7 0.9 13.6 Change in liability for uncertain tax positions (4.9 ) 1.5 (34.9 ) Repatriation of foreign earnings — — 138.7 Permanent items 1.5 (0.6 ) 18.8 Exercise of employee stock options (4.6 ) — — Other — 0.3 (3.5 ) Effective tax rate (7.8 )% 23.5 % 149.6 % |
Schedule of the tax effects of significant temporary differences that comprise deferred tax assets and liabilities | As of June 30 2016 2015 Deferred tax assets: Employee related accruals $ 12,603 $ 9,778 Inventory 2,573 3,889 Environmental remediation 2,208 2,155 Net operating loss carry forwards–domestic 13,768 13,641 Net operating loss carry forwards–foreign 4,346 4,127 Other 7,566 5,418 43,064 39,008 Valuation allowance (4,614 ) (26,622 ) 38,450 12,386 Deferred tax liabilities: Property, plant and equipment and intangible assets (9,725 ) (11,088 ) Other (1,956 ) (461 ) (11,681 ) (11,549 ) Net deferred tax asset $ 26,769 $ 837 |
Schedule of deferred taxes included in the line items of the consolidated balance sheets | As of June 30 2016 2015 Prepaid expenses and other current assets $ — $ 7,456 Other assets 28,019 222 Other liabilities (1,250 ) (6,841 ) $ 26,769 $ 837 |
Schedule of the valuation allowance for deferred tax assets | As of June 30 2016 2015 2014 Balance at beginning of period $ 26,622 $ 32,892 $ 27,753 Provision for income taxes (19,709 ) (6,270 ) 5,139 Net operating loss utilization (2,299 ) — — Balance at end of period $ 4,614 $ 26,622 $ 32,892 |
Schedule of the reconciliation of the beginning and ending amount of unrecognized tax benefits | As of June 30 2016 2015 2014 Unrecognized tax benefits–beginning of period $ 8,078 $ 7,420 $ 12,261 Tax position changes–prior periods 188 (24 ) 1,276 Tax position changes–current period 472 1,945 1,036 Settlements with tax authorities — — (2,215 ) Lapse of statute of limitations (3,700 ) (907 ) (5,157 ) Translation (92 ) (356 ) 219 Unrecognized tax benefits–end of period 4,946 8,078 7,420 Interest and penalties–end of period 308 1,326 1,344 Total liabilities related to uncertain tax $ 5,254 $ 9,404 $ 8,764 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease commitments | For the Years Ended June 30 Capital leases Non-cancellable operating leases 2017 $ 7 $ 4,665 2018 — 4,200 2019 — 3,632 2020 — 3,425 2021 — 3,002 Thereafter — 2,793 Total minimum lease payments $ 7 $ 21,717 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
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, 2016 2015 Options Brazilian Real calls R$ 117,000 $ 3,027 $ 493 Options Brazilian Real puts R$ 117,000 $ (372 ) $ (2,035 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of derivative instruments based upon pricing models | As of June 30 2016 2015 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivatives $ — $ 2,655 $ — $ — $ (1,542 ) $ — Deferred consideration on acquisitions — — 6,745 — — 5,465 |
Schedule of changes in the fair value of Level 3 assets | 2016 2015 Balance at beginning of period $ 5,465 $ 1,015 MJB Acquisition — 4,769 Acquisition-related accrued interest 1,476 216 Payment and other (196 ) (535 ) Balance at end of period $ 6,745 $ 5,465 |
Business Segments (Tables)
Business Segments (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of information regarding reportable segments | For the Years Ended June 30 2016 2015 2014 Net sales MFAs and other $ 339,916 $ 335,735 $ 326,568 Nutritional Specialties 94,084 81,702 63,068 Vaccines 52,140 53,363 41,417 Animal Health 486,140 470,800 431,053 Mineral Nutrition 216,685 227,102 201,599 Performance Products 48,701 50,689 59,262 Total segments $ 751,526 $ 748,591 $ 691,914 Depreciation and amortization Animal Health $ 17,149 $ 15,430 $ 15,484 Mineral Nutrition 2,467 2,468 2,368 Performance Products 807 577 412 Total segments $ 20,423 $ 18,475 $ 18,264 Adjusted EBITDA Animal Health $ 127,442 $ 120,259 $ 100,280 Mineral Nutrition 14,971 14,429 11,636 Performance Products 970 2,646 4,626 Total segments $ 143,383 $ 137,334 $ 116,542 Reconciliation of income before income taxes to Adjusted EBITDA Income before income taxes $ 76,761 $ 78,763 $ 6,308 Interest expense, net 16,592 14,305 32,962 Depreciation and amortization – Total segments 20,423 18,475 18,264 Depreciation and amortization – Corporate 3,029 3,129 3,189 Corporate costs 29,323 27,315 25,945 Acquisition-related cost of goods sold 2,566 — — Acquisition-related accrued compensation 1,680 747 — Acquisition-related transaction costs 618 — — Loss on insurance claim — — 5,350 Foreign currency (gains) losses, net (7,609 ) (5,400 ) 1,753 Loss on extinguishment of debt — — 22,771 Adjusted EBITDA – Total segments $ 143,383 $ 137,334 $ 116,542 As of June 30 2016 2015 Identifiable assets Animal Health $ 444,751 $ 349,345 Mineral Nutrition 57,939 58,722 Performance Products 21,557 21,888 Total segments 524,247 429,955 Corporate 86,126 63,363 Total $ 610,373 $ 493,318 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Segments, Geographical Areas [Abstract] | |
Schedule of information about geographic operations | For the Years Ended June 30 2016 2015 2014 Net sales United States $ 473,247 $ 475,942 $ 435,414 Israel 89,999 93,459 89,739 Latin America and Canada 105,667 99,578 84,775 Europe and Africa 36,177 36,397 38,563 Asia/Pacific 46,436 43,215 43,423 $ 751,526 $ 748,591 $ 691,914 |
Schedule of geographic information regarding property, plant and equipment, net | As of June 30 2016 2015 Property, plant and equipment, net United States $ 56,735 $ 43,775 Israel 46,706 36,367 Brazil 22,720 22,767 Other 1,162 1,505 $ 127,323 $ 104,414 |
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 | |
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 Accoun40
Summary of Significant Accounting Policies and New Accounting Standards (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Accounting Policies [Abstract] | |||
Net income (loss) | $ 82,728 | $ 60,280 | $ (3,127) |
Weighted average number of shares - basic | 39,254 | 38,969 | 32,193 |
Dilutive effect of stock options and warrant | 708 | 846 | |
Weighted average number of shares - diluted | 39,962 | 39,815 | 32,193 |
Net income per share: | |||
basic (in dollars per share) | $ 2.11 | $ 1.55 | $ (0.10) |
diluted (in dollars per share) | $ 2.07 | $ 1.51 | $ (0.10) |
Summary of Significant Accoun41
Summary of Significant Accounting Policies and New Accounting Standards (Detail Textuals) - Accounts Receivable - Customer | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Significant Accounting Policies And New Accounting Standards [Line Items] | ||
Number of largest customers | 10 | 10 |
Percentage of accounts receivable | 27.00% | 26.00% |
Summary of Significant Accoun42
Summary of Significant Accounting Policies and New Accounting Standards (Detail Textuals 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Significant Accounting Policies And New Accounting Standards [Line Items] | |||
Depreciation methods | straight-line method | ||
Revised amortization expense intangible assets | $ 3,092 | $ 3,361 | |
New accounting standards | |||
Significant Accounting Policies And New Accounting Standards [Line Items] | |||
Income tax benefit | $ 3,520 | ||
Stock options and warrant | |||
Significant Accounting Policies And New Accounting Standards [Line Items] | |||
Potential dilutive common shares | 296,162 | ||
Building and Improvements | Minimum | |||
Significant Accounting Policies And New Accounting Standards [Line Items] | |||
Estimated useful lives | 2 years | ||
Building and Improvements | Maximum | |||
Significant Accounting Policies And New Accounting Standards [Line Items] | |||
Estimated useful lives | 30 years | ||
Machinery and Equipment | Minimum | |||
Significant Accounting Policies And New Accounting Standards [Line Items] | |||
Estimated useful lives | 1 years | ||
Machinery and Equipment | Maximum | |||
Significant Accounting Policies And New Accounting Standards [Line Items] | |||
Estimated useful lives | 17 years | ||
Computer Software | |||
Significant Accounting Policies And New Accounting Standards [Line Items] | |||
Amortization method | straight-line basis | ||
Computer Software | Minimum | |||
Significant Accounting Policies And New Accounting Standards [Line Items] | |||
Estimated useful lives | 3 years | ||
Computer Software | Maximum | |||
Significant Accounting Policies And New Accounting Standards [Line Items] | |||
Estimated useful lives | 7 years |
Statements of Operations-Addi43
Statements of Operations-Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Interest expense, net | |||
Acquisition-related accrued interest | $ 1,476 | $ 613 | |
Amortization of deferred financing costs and debt discount | 989 | 967 | $ 1,448 |
Other | 495 | 339 | 383 |
Interest expense | 16,848 | 14,554 | 33,081 |
Interest (income) | (256) | (249) | (119) |
Interest expense, net | 16,592 | 14,305 | 32,962 |
Depreciation and amortization | |||
Depreciation of property, plant and equipment | 17,659 | 16,813 | 16,439 |
Amortization of intangible assets | 5,559 | 4,560 | 4,897 |
Amortization of other assets | 234 | 231 | 117 |
Depreciation and amortization | 23,452 | 21,604 | 21,453 |
Research and development expenditures | 11,029 | 9,511 | 8,212 |
Term B Loans | |||
Interest expense, net | |||
Interest expense | 11,631 | 11,717 | 2,419 |
Revolving credit facility | |||
Interest expense, net | |||
Interest expense | 2,257 | 918 | 171 |
Domestic senior credit facility | |||
Interest expense, net | |||
Interest expense | 1,328 | ||
Senior notes | |||
Interest expense, net | |||
Interest expense | 24,281 | ||
Mayflower, BFI and Teva term loans | |||
Interest expense, net | |||
Interest expense | $ 3,051 |
Statements of Operations-Addi44
Statements of Operations-Additional Information (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statements Of Operations Additional Information [Abstract] | |||
Amortization of capitalized software costs | $ 2,915 | $ 2,905 | $ 2,657 |
Expected amortization of intangibles, 2017 | 5,833 | ||
Expected amortization of intangibles, 2018 | 5,675 | ||
Expected amortization of intangibles, 2019 | 5,640 | ||
Expected amortization of intangibles, 2020 | 5,473 | ||
Expected amortization of intangibles, 2021 | 5,024 | ||
Expected amortization of intangibles, thereafter | $ 30,872 |
Balance Sheets-Additional Inf45
Balance Sheets-Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | |
Accounts receivable, net | |||||
Trade accounts receivable | $ 128,743 | $ 114,477 | |||
Allowance for doubtful accounts | $ (3,378) | $ (1,235) | $ (658) | (4,953) | (3,378) |
Trade accounts receivable, net | 123,790 | 111,099 | |||
Allowance for doubtful accounts | |||||
Balance at beginning of period | 3,378 | 1,235 | 658 | ||
Provision for bad debts | 1,774 | 2,587 | 226 | ||
Effect of changes in exchange rates | (132) | (218) | 351 | ||
Bad debt write-offs (recovery) | (67) | (226) | |||
Balance at end of period | $ 4,953 | $ 3,378 | $ 1,235 | ||
Inventories, net | |||||
Raw materials | 51,369 | 40,012 | |||
Work-in-process | 8,074 | 7,617 | |||
Finished goods | 108,248 | 102,157 | |||
Inventory, net | 167,691 | 149,786 | |||
Property, plant and equipment, net | |||||
Property, plant and equipment, gross | 270,357 | 231,203 | |||
Accumulated depreciation | (143,034) | (126,789) | |||
Property, plant and equipment, net | 127,323 | 104,414 | |||
Land | |||||
Property, plant and equipment, net | |||||
Property, plant and equipment, gross | 9,612 | 9,130 | |||
Buildings and improvements | |||||
Property, plant and equipment, net | |||||
Property, plant and equipment, gross | 64,265 | 50,276 | |||
Machinery and equipment | |||||
Property, plant and equipment, net | |||||
Property, plant and equipment, gross | $ 196,480 | $ 171,797 |
Balance Sheets-Additional Inf46
Balance Sheets-Additional Information (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Intangibles, net Cost | |||
Intangibles | $ 101,196 | $ 72,857 | |
Accumulated amortization | (41,101) | (35,576) | |
Intangibles, net | 60,095 | 37,281 | |
Other assets | |||
Acquisition-related note receivable | 5,000 | 5,000 | |
Equity method investments | 4,580 | 4,725 | |
Insurance investments | 4,833 | 4,788 | |
Deferred financing fees | 3,602 | 4,335 | |
Deferred income taxes | 28,019 | 221 | |
Deposits | 5,992 | 532 | |
Other | 6,977 | 5,681 | |
Other assets, total | 59,003 | 25,282 | |
Accrued expenses and other current liabilities | |||
Employee related | 21,712 | 22,273 | |
Commissions and rebates | 3,722 | 4,148 | |
Insurance related | 1,780 | 1,368 | |
Professional fees | 3,573 | 3,543 | |
Income and other taxes | 1,910 | 817 | |
Deferred consideration on acquisitions | 1,250 | 1,196 | |
Fair value of derivatives | 1,542 | ||
Other | 11,756 | 10,576 | |
Accrued expenses and other current liabilities, total | 45,703 | 45,463 | |
Goodwill roll-forward | |||
Balance at beginning of period | 12,613 | 12,613 | |
MVP acquisition | 8,508 | ||
Balance at end of period | 21,121 | 12,613 | |
Other liabilities | |||
U.S. pension plan | 21,371 | 18,573 | |
International retirement plans | 5,600 | 4,893 | |
Supplemental retirement benefits, deferred compensation and other | 8,984 | 7,443 | |
Long term and deferred income taxes | 8,205 | 19,098 | |
Deferred consideration on acquisitions | 9,172 | 7,266 | |
Other long term liabilities | 7,981 | 8,375 | |
Other liabilities, total | 61,313 | 65,648 | |
Accumulated other comprehensive income (loss) | |||
Derivative instruments | 2,655 | (1,542) | |
Foreign currency translation adjustment | (41,904) | (32,723) | |
Unrecognized net pension gains (losses) | (30,977) | (19,884) | $ (16,663) |
(Provision) benefit for income taxes on derivative instruments | (1,548) | 63 | |
(Provision) benefit for incomes taxes on long-term intercompany investments | 8,166 | 4,923 | |
(Provision) benefit for income taxes on pension gains (losses) | 1,823 | (2,437) | |
Accumulated other comprehensive income (loss) | (61,785) | (51,600) | |
Medicated feed additive product registrations | |||
Intangibles, net Cost | |||
Intangibles | 11,744 | 11,753 | |
Accumulated amortization | $ (10,846) | (10,669) | |
Weighted-Average Useful Life (Years) | 10 years | ||
Amprolium international marketing rights | |||
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 | $ 10,606 | 10,615 | |
Accumulated amortization | $ (6,303) | (5,267) | |
Weighted-Average Useful Life (Years) | 13 years | ||
Technology | |||
Intangibles, net Cost | |||
Intangibles | $ 66,960 | 38,580 | |
Accumulated amortization | $ (13,877) | (9,741) | |
Weighted-Average Useful Life (Years) | 13 years | ||
Distribution agreements | |||
Intangibles, net Cost | |||
Intangibles | $ 3,275 | 3,298 | |
Accumulated amortization | $ (3,275) | (3,298) | |
Weighted-Average Useful Life (Years) | 4 years | ||
Trade names, trademarks and other | |||
Intangibles, net Cost | |||
Intangibles | $ 2,740 | 2,740 | |
Accumulated amortization | $ (2,508) | (2,309) | |
Weighted-Average Useful Life (Years) | 5 years | ||
In-process research and development | |||
Intangibles, net Cost | |||
Intangibles | $ 1,579 | $ 1,579 |
Balance Sheets-Additional Inf47
Balance Sheets-Additional Information - (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at beginning of period | $ 3,378 | $ 1,235 | $ 658 |
Provision for bad debts | 1,774 | 2,587 | 226 |
Bad debt write-offs (recovery) | (67) | (226) | |
Effect of changes in exchange rates | (132) | (218) | 351 |
Balance at end of period | $ 4,953 | $ 3,378 | $ 1,235 |
Balance Sheets-Additional Inf48
Balance Sheets-Additional Information (Detail Textuals 1) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Additional Information Of Balance Sheet [Line Items] | ||
Equity Method Investments | $ 4,580 | $ 4,725 |
Net equipment under capital leases | 12 | 48 |
Accumulated depreciation net equipment under capital leases | 10 | 42 |
Accumulated depreciation | 5,180 | 6,747 |
Construction-in-progress | 5,595 | 5,748 |
Animal Health | ||
Additional Information Of Balance Sheet [Line Items] | ||
Equity Method Investments | $ 4,076 | $ 4,364 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Jan. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2014 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Goodwill | $ 21,121 | $ 12,613 | $ 12,613 | |
MVP | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Working capital, net | $ 4,914 | |||
Property, plant and equipment | 4,774 | |||
Definite-lived intangible assets | 28,380 | |||
Goodwill | 8,508 | |||
Net assets acquired | $ 46,576 |
Acquisitions (Detail Textuals)
Acquisitions (Detail Textuals) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Business Acquisition [Line Items] | ||||
Initial cash payment | $ 46,576 | $ 10,377 | ||
Transaction expenses | $ 618 | |||
MVP | ||||
Business Acquisition [Line Items] | ||||
Initial cash payment | $ 46,576 | |||
Transaction expenses | $ 618 | |||
Intangible asset useful life | 15 years |
Acquisitions (Detail Textuals 1
Acquisitions (Detail Textuals 1) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Business Acquisition [Line Items] | ||
Upfront payment | $ 46,576 | $ 10,377 |
Contingent liability | 9,172 | 7,266 |
Acquisition related compensation expense | $ 1,680 | $ 747 |
Technology-related assets | ||
Business Acquisition [Line Items] | ||
Identifiable intangible assets useful life | 13 years | |
Collaboration and Distribution Agreement (the "Collaboration Agreement") | MJ Biologics, Inc. ("MJB") | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 9,156 | |
In-process research and development | 1,579 | |
Closing payment on pro rated on monthly basis | $ 5,040 | |
Identifiable intangible assets useful life | 15 years | |
Acquisition related compensation expense | $ 1,680 | |
Collaboration and Distribution Agreement (the "Collaboration Agreement") | MJ Biologics, Inc. ("MJB") | Technology-related assets | ||
Business Acquisition [Line Items] | ||
Intangible assets | 7,577 | |
Collaboration and Distribution Agreement (the "Collaboration Agreement") | MJ Biologics, Inc. ("MJB") | Long-term liability | ||
Business Acquisition [Line Items] | ||
Long-term liability net of upfront payment | 4,156 | |
Purchase Agreement | MJ Biologics, Inc. ("MJB") | ||
Business Acquisition [Line Items] | ||
Upfront payment | 5,000 | |
Minimum closing payment | 10,000 | |
Contingent liability | $ 1,476 |
Debt - Summary of long-term deb
Debt - Summary of long-term debt (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Debt Instrument [Line Items] | ||
Long-term debt including current maturities | $ 284,207 | $ 287,118 |
Unamortized debt discount | (497) | (600) |
Long-term debt after unamortized debt discount | 283,710 | 286,518 |
Less: current maturities | (2,803) | (2,809) |
Long-term debt | 280,907 | 283,709 |
Term B loan due April 2021 | ||
Debt Instrument [Line Items] | ||
Long-term debt including current maturities | 284,200 | 287,100 |
Capitalized lease obligations | ||
Debt Instrument [Line Items] | ||
Long-term debt including current maturities | $ 7 | $ 18 |
Debt - Aggregate maturities of
Debt - Aggregate maturities of long-term debt (Details 1) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Debt Disclosure [Abstract] | ||
2,017 | $ 2,907 | |
2,018 | 2,900 | |
2,019 | 2,900 | |
2,020 | 2,900 | |
2,021 | 272,600 | |
Total | $ 284,207 | $ 287,118 |
Debt (Detail Textuals)
Debt (Detail Textuals) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
May 31, 2014 | Apr. 30, 2014 | Jun. 30, 2016 | Jun. 30, 2014 | Jan. 31, 2016 | Jun. 30, 2015 | |
Debt Instrument [Line Items] | ||||||
Loss on extinguishment of debt | $ (22,771) | |||||
Outstanding borrowings | $ 69,000 | $ 3,000 | ||||
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% | ||||
Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Applicable interest rates | 3.04% | 2.80% | ||||
Covenant requirement, permitted maximum leverage ratio | 4.25:1.00 | |||||
Outstanding borrowings | $ 14,242 | |||||
Aggregate available credit facilities | 116,758 | |||||
Credit Facility | Israel subsidiaries | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate available credit facilities | $ 7,800 | |||||
Credit Facility | LIBOR | Israel subsidiaries | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of basis spread on variable rate | 2.25% | |||||
Credit Facility | Prime Rate | Israel subsidiaries | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of basis spread on variable rate | 0.50% | |||||
Term B Loans And Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Quarterly principal payments at beginning September 2014 | $ 725 | |||||
Senior Domestic Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Retirement of debt | 36,000 | |||||
Credit Agreement | Term B Loans | ||||||
Debt Instrument [Line Items] | ||||||
Amount of loan | $ 290,000 | |||||
Par value in percentage | 99.75% | |||||
Maturity dates | April 2,021 | |||||
Credit Agreement | Term B Loans | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Applicable interest rates | 2.00% | |||||
Credit Agreement | Term B Loans | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Applicable interest rates | 3.00% | |||||
Applicable floor rates | 1.00% | |||||
Credit Agreement | Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Amount of loan | $ 100,000 | $ 200,000 | ||||
Maturity dates | April 2,019 | |||||
Credit Agreement | Credit Facility | Federal Funds Effective Rate | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of basis spread on variable rate | 0.50% | |||||
Credit Agreement | Credit Facility | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, description | 1.50% or 1.75 | |||||
Credit Agreement | Credit Facility | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, description | 2.50% or 2.75 | |||||
Percentage of basis spread on variable rate | 1.00% | |||||
Credit Agreement | 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 | |||||
Credit Agreement | 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) |
Common Stock, Warrant, Prefer55
Common Stock, Warrant, Preferred Stock and Dividends - Summary of preferred and common shares (Details) - $ / shares | Jun. 30, 2016 | Jun. 30, 2015 |
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 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
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 | 18,519,757 | 17,747,793 |
Common stock, shares outstanding | 18,519,757 | 17,747,793 |
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 | 20,887,811 | 21,320,275 |
Common stock, shares outstanding | 20,887,811 | 21,320,275 |
Common Stock, Warrant, Prefer56
Common Stock, Warrant, Preferred Stock and Dividends (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | Aug. 01, 2014 | |
Class of Stock [Line Items] | ||||
Payments of Dividends | $ 15,708 | $ 15,595 | $ 25,000 | |
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] | ||||
Net issuance of common stock | 18,519,757 | 17,747,793 | ||
Class B common stock | ||||
Class of Stock [Line Items] | ||||
Common stock holder entiltled to vote per share | 10 votes | |||
Net issuance of common stock | 20,887,811 | 21,320,275 | ||
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, 2016$ / sharesshares | |
Shares | |
Outstanding, June 30, 2015 | shares | 1,385,540 |
Exercised | shares | (339,500) |
Outstanding, June 30, 2016 | shares | 1,046,040 |
Exercisable, June 30, 2016 | shares | 1,046,040 |
Weighted- Average Exercise Price Per Share | |
Outstanding, June 30, 2015 | $ / shares | $ 11.83 |
Exercised | $ / shares | 11.83 |
Outstanding, June 30, 2016 | $ / shares | 11.83 |
Exercisable, June 30, 2016 | $ / shares | $ 11.83 |
Stock Option Plan (Detail Textu
Stock Option Plan (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Apr. 30, 2013 | Feb. 28, 2009 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | Mar. 31, 2008 | |
Stock Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expense related to stock options | $ 0 | $ 0 | $ 73 | ||||
Weighted average remaining contractual life | 2 years 8 months 12 days | ||||||
Aggregate intrinsic value | $ 7,144 | $ 7,144 | |||||
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 | ||||||
Method used for valuation of fair value | Black-Scholes option-pricing model | ||||||
Stock Option | 2008 Incentive Plan (the "Incentive Plan") | Class A common stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares available for grant | 5,131,620 | ||||||
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, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Mr. Bendheim | Compensation and benefit for services provided | |||
Related Party Transaction [Line Items] | |||
Aggregate compensation and benefits | $ 1,910 | $ 1,927 | $ 1,764 |
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, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Change in projected benefit obligation | |||
Projected benefit obligation at beginning of year | $ 62,605 | $ 57,599 | |
Service cost | 2,939 | 2,954 | $ 2,457 |
Interest cost | 2,893 | 2,618 | 2,333 |
Benefits paid | (1,271) | (1,116) | |
Actuarial (gain) loss | 8,498 | 550 | |
Projected benefit obligation at end of year | 75,664 | 62,605 | 57,599 |
Change in plan assets | |||
Fair value of plan assets at beginning of year | 44,032 | 39,581 | |
Actual return on plan assets | (1,202) | (1,248) | |
Employer contributions | 12,734 | 6,815 | |
Benefits paid | (1,271) | (1,116) | |
Fair value of plan assets at end of year | 54,293 | 44,032 | $ 39,581 |
Funded status at end of year | $ (21,371) | $ (18,573) |
Employee Benefit Plans - Chan61
Employee Benefit Plans - Change in Accumulated Other Comprehensive (Income) Loss (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Accumulated Other Comprehensive (Income) Loss Related to Pension Plan | |||
Balance at beginning of period | $ 19,884 | $ 16,663 | |
Amortization of net actuarial loss and prior service costs | 1,784 | 1,405 | $ 904 |
Current period net actuarial loss | 12,877 | 4,626 | |
Net change | 11,093 | 3,221 | 4,423 |
Balance at end of period | $ 30,977 | $ 19,884 | $ 16,663 |
Employee Benefit Plans - Net pe
Employee Benefit Plans - Net periodic pension expense (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |||
Service cost-benefits earned during the year | $ 2,939 | $ 2,954 | $ 2,457 |
Interest cost on benefit obligation | 2,893 | 2,618 | 2,333 |
Expected return on plan assets | (3,177) | (2,828) | (2,334) |
Amortization of net actuarial loss and prior service costs | 1,784 | 1,405 | 904 |
Net periodic pension expense | $ 4,439 | $ 4,149 | $ 3,360 |
Employee Benefit Plans - Signif
Employee Benefit Plans - Significant actuarial assumptions for plan (Details 3) | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Defined Benefit Plan Assumptions Used Calculating Benefit Obligation Discount Rate [Roll Forward] | |||
Discount rate for service and interest | 4.60% | 4.50% | 5.00% |
Expected rate of return on plan assets | 6.10% | 6.70% | 7.00% |
Discount rate for year-end benefit obligation | 3.90% | 4.60% | 4.50% |
Minimum | |||
Defined Benefit Plan Assumptions Used Calculating Benefit Obligation Discount Rate [Roll Forward] | |||
Rate of compensation increase | 3.00% | 3.00% | 3.00% |
Maximum | |||
Defined Benefit Plan Assumptions Used Calculating Benefit Obligation Discount Rate [Roll Forward] | |||
Rate of compensation increase | 6.00% | 6.00% | 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, 2016USD ($) |
Compensation and Retirement Disclosure [Abstract] | |
2,017 | $ 1,934 |
2,018 | 2,196 |
2,019 | 2,480 |
2,020 | 2,780 |
2,021 | 3,081 |
2022-2026 | $ 19,684 |
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, 2016 | Jun. 30, 2015 | ||
Debt securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation for 2017 minimum | 10.00% | ||
Target allocation for 2017 maximum | 35.00% | ||
Percentage of Plan Assets | 19.00% | 19.00% | |
Equity securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation for 2017 minimum | 25.00% | ||
Target allocation for 2017 maximum | 55.00% | ||
Percentage of Plan Assets | 43.00% | 35.00% | |
Global asset allocation/risk parity | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation for 2017 minimum | [1] | 15.00% | |
Target allocation for 2017 maximum | [1] | 35.00% | |
Percentage of Plan Assets | [1] | 26.00% | 35.00% |
Other | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation for 2017 minimum | 0.00% | ||
Target allocation for 2017 maximum | 25.00% | ||
Percentage of Plan Assets | 12.00% | 11.00% | |
[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, 2016 | Jun. 30, 2015 | Jun. 30, 2014 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | $ 54,293 | $ 44,032 | $ 39,581 |
Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | 9,357 | 8,798 | |
Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | 24,424 | 26,245 | |
Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | 20,513 | 8,989 | $ 10,031 |
Total | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | 54,294 | 44,032 | |
Cash and cash equivalents | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | 713 | 129 | |
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 | 713 | 129 | |
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 | 11,963 | 10,995 | |
Common-collective funds - Global large cap equities | Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | 6,596 | ||
Common-collective funds - Global large cap equities | Total | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | 18,559 | 10,995 | |
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 | 7,583 | 8,565 | |
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 | 7,583 | 8,565 | |
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 | 4,878 | 6,685 | |
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 | 4,878 | 6,685 | |
Mutual funds - Global Equities | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | 4,611 | 4,366 | |
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 | 4,611 | 4,366 | |
Mutual funds - Fixed income securities | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | 1,366 | ||
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 | 1,366 | ||
Mutual funds - Global asset allocations/risk parity | Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | 2,667 | 4,303 | |
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 | 2,667 | 4,303 | |
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 | 1,434 | ||
Other - Fixed income securities | Total | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | 1,434 | ||
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 | 6,554 | 4,251 | |
Other - Global asset allocations/risk parity | Total | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | 6,554 | 4,251 | |
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 | 5,929 | 4,738 | |
Other | Total | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair values of plan assets by asset category | $ 5,929 | $ 4,738 |
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, 2016 | Jun. 30, 2015 | |
Change in Fair Value Level 3 assets | ||
Fair value of plan assets at beginning of year | $ 44,032 | $ 39,581 |
Fair value of plan assets at end of year | 54,293 | 44,032 |
Level 3 | ||
Change in Fair Value Level 3 assets | ||
Fair value of plan assets at beginning of year | 8,989 | 10,031 |
Redemptions | (3,656) | (2,026) |
Purchases | 15,695 | 1,280 |
Change in fair value | (515) | (296) |
Fair value of plan assets at end of year | $ 20,513 | $ 8,989 |
Employee Benefit Plans (Detail
Employee Benefit Plans (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Contribution to pension plan during fiscal year | $ 5,851 | |
Amortization of unrecognized net actuarial (gain) loss and prior service cost during 2017 | $ 2,862 | |
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 | $ 68,403 | $ 56,904 |
Employee Benefit Plans (Detai69
Employee Benefit Plans (Detail Textuals 1) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2016 | Jul. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Subsequent Event | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Expenses under plan | $ 3,000 | ||||
401(k) retirement savings plan | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
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% of compensation and are eligible to receive an additional discretionary contribution of up to 4% of compensation, depending on the employee's 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 | $ 2,309 | $ 1,583 | $ 1,281 | ||
401(k) retirement savings plan | Subsequent Event | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Contribution percentage | 3.00% | ||||
Maximum additional discretionary contribution percentage | 4.00% | ||||
Supplemental executive retirement benefits, international retirement plans and other employee benefit plans | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Expenses under plan | 5,239 | 3,286 | $ 3,832 | ||
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 | $ 14,898 | $ 12,438 | |||
Domestic noncontributory defined benefit pension plan | Subsequent Event | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Description of the basis for determining contributions | Effective October 1, 2016, the 401(k) retirement savings plan will include, for all domestic employees, a non-elective Company contribution of 3% of compensation and an additional discretionary contribution of up to 4% of compensation, depending on the employee's age and years of service. | ||||
Estimated pension curtailment gain | $ 6,700 |
Income Taxes - Income (loss) be
Income Taxes - Income (loss) before income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 2,027 | $ 15,937 | $ (26,226) |
Foreign | 74,734 | 62,826 | 32,534 |
Income (loss) before income taxes | $ 76,761 | $ 78,763 | $ 6,308 |
Income Taxes - Components of pr
Income Taxes - Components of provision for income taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Current provision (benefit): | |||
Federal | $ (2,889) | $ (468) | $ (673) |
State and local | (474) | (48) | (268) |
Foreign | 20,168 | 13,868 | 9,087 |
Total current provision | 16,805 | 13,352 | 8,146 |
Deferred provision (benefit): | |||
Federal | (2,985) | 6,157 | (1,632) |
State and local | 911 | 1,311 | (1,877) |
Foreign | (989) | 5,933 | 966 |
Total deferred provision | (22,772) | 5,131 | 1,289 |
Provision (benefit) for income taxes | (5,967) | 18,483 | 9,435 |
Domestic | |||
Deferred provision (benefit): | |||
Change in valuation allowance | (19,588) | (7,468) | 3,509 |
Foreign | |||
Deferred provision (benefit): | |||
Change in valuation allowance | $ (121) | $ (802) | $ 323 |
Income Taxes - Reconciliations
Income Taxes - Reconciliations of Federal statutory rate to effective tax rate (Details 2) | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax rate | 35.00% | 35.00% | 35.00% |
State and local taxes, net of federal benefit | 0.20% | 0.20% | (0.90%) |
Change in federal valuation allowance | (27.80%) | (7.80%) | 43.60% |
Foreign income tax rates and change in foreign valuation allowance | (5.50%) | (2.20%) | (67.20%) |
Foreign withholding tax | 0.10% | 0.30% | 36.50% |
Foreign incentive tax rates | (4.50%) | (4.10%) | (30.10%) |
Domestic tax on foreign income | 2.70% | 0.90% | 13.60% |
Change in liability for uncertain tax positions | (4.90%) | 1.50% | (34.90%) |
Repatriation of foreign earnings | 138.70% | ||
Permanent items | 1.50% | (0.60%) | 18.80% |
Exercise of employee stock options | (4.60%) | ||
Other | 0.30% | (3.50%) | |
Effective tax rate | (7.80%) | 23.50% | 149.60% |
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, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 |
Deferred tax assets: | ||||
Employee related accruals | $ 12,603 | $ 9,778 | ||
Inventory | 2,573 | 3,889 | ||
Environmental remediation | 2,208 | 2,155 | ||
Net operating loss carry forwards-domestic | 13,768 | 13,641 | ||
Net operating loss carry forwards-foreign | 4,346 | 4,127 | ||
Other | 7,566 | 5,418 | ||
Deferred tax assets, gross | 43,064 | 39,008 | ||
Valuation allowance | (4,614) | (26,622) | $ (32,892) | $ (27,753) |
Deferred tax assets, net of valuation allowance | 38,450 | 12,386 | ||
Deferred tax liabilities: | ||||
Property, plant and equipment and intangible assets | (9,725) | (11,088) | ||
Other | (1,956) | (461) | ||
Deferred tax liabilities, net | (11,681) | (11,549) | ||
Net deferred tax asset | $ 26,769 | $ 837 |
Income Taxes - Deferred taxes i
Income Taxes - Deferred taxes included in consolidated balance sheets (Details 4) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Net deferred tax asset (liability) | $ 26,769 | $ 837 |
Prepaid expenses and other current assets | ||
Net deferred tax asset (liability) | 7,456 | |
Other assets | ||
Net deferred tax asset (liability) | 28,019 | 222 |
Other liabilities | ||
Net deferred tax asset (liability) | $ (1,250) | $ (6,841) |
Income Taxes - Valuation allowa
Income Taxes - Valuation allowance for deferred tax assets (Details 5) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Deferred Tax Assets Valuation Allowance [Roll Forward] | |||
Balance at beginning of period | $ 26,622 | $ 32,892 | $ 27,753 |
Provision for income taxes | (19,709) | (6,270) | 5,139 |
Net operating loss utilization | (2,299) | ||
Balance at end of period | $ 4,614 | $ 26,622 | $ 32,892 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of unrecognized tax benefits (Details 6) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits-beginning of period | $ 8,078 | $ 7,420 | $ 12,261 |
Tax position changes-prior periods | 188 | (24) | 1,276 |
Tax position changes-current period | 472 | 1,945 | 1,036 |
Settlements with tax authorities | (2,215) | ||
Lapse of statute of limitations | (3,700) | (907) | (5,157) |
Translation | (92) | (356) | 219 |
Unrecognized tax benefits-end of period | 4,946 | 8,078 | 7,420 |
Interest and penalties-end of period | 308 | 1,326 | 1,344 |
Total liabilities related to uncertain tax positions | $ 5,254 | $ 9,404 | $ 8,764 |
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 | |
Valuation Allowance [Line Items] | ||||
Deferred income taxes | $ (22,244) | $ 4,761 | $ 1,289 | |
Undistributed earnings of foreign subsidiaries | 176,281 | |||
Recognized interest and penalties in the consolidated statements of operations | (980) | 66 | (661) | |
Uncertain tax positions result of the lapse of the statute of limitations | 3,700 | 907 | 5,157 | |
Uncertain tax positions reversal in future period | 658 | |||
Additional income taxes payable after settlement | 2,614 | |||
Reduction in income tax provision | 572 | |||
Reduction in previously unrecognized tax benefits | 2,215 | |||
Unrecognized tax benefits | 4,946 | $ 8,078 | 7,420 | $ 12,261 |
Employee Stock Option | ||||
Valuation Allowance [Line Items] | ||||
Deferred income taxes | 3,520 | |||
Domestic Jurisdiction | ||||
Valuation Allowance [Line Items] | ||||
Net operating loss carry forwards | 33,302 | |||
State Jurisdiction | ||||
Valuation Allowance [Line Items] | ||||
Net operating loss carry forwards | 42,895 | |||
Foreign Jurisdiction | ||||
Valuation Allowance [Line Items] | ||||
Undistributed earnings of foreign subsidiaries not reinvested | 25,000 | |||
Amount of foreign withholding tax | $ 3,160 | |||
Net operating loss carry forwards | $ 13,243 |
Commitments and Contingencies -
Commitments and Contingencies - Future minimum lease commitments (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Capital leases | |
2,017 | $ 7 |
2,018 | |
2,019 | |
2,020 | |
2,021 | |
Thereafter | |
Total minimum lease payments | 7 |
Non-cancellable operating leases | |
2,017 | 4,665 |
2,018 | 4,200 |
2,019 | 3,632 |
2,020 | 3,425 |
2,021 | 3,002 |
Thereafter | 2,793 |
Total minimum lease payments | $ 21,717 |
Commitments and Contingencies79
Commitments and Contingencies (Detail Textuals) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2012PRPs | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | |
Commitments And Contingencies [Line Items] | ||||
Operating leases, rent expense | $ 8,131 | $ 7,240 | $ 6,958 | |
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 | $ 7,024 | $ 6,827 |
Derivatives (Details)
Derivatives (Details) - Options - Cash flow hedges BRL in Thousands, $ in Thousands | Jun. 30, 2016USD ($) | Jun. 30, 2016BRL | Jun. 30, 2015USD ($) |
Brazilian Real calls | |||
Derivative [Line Items] | |||
Notional amount | BRL | BRL 117,000 | ||
Brazilian Real calls | Level 2 | |||
Derivative [Line Items] | |||
Fair value | $ | $ 3,027 | $ 493 | |
Brazilian Real puts | |||
Derivative [Line Items] | |||
Notional amount | BRL | BRL 117,000 | ||
Brazilian Real puts | Level 2 | |||
Derivative [Line Items] | |||
Fair value | $ | $ (372) | $ (2,035) |
Derivatives (Detail Textuals)
Derivatives (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Derivative [Line Items] | ||
Unrecognized gains on derivative instruments recorded in earnings within the next twelve months | $ 7 | |
Unrecognized losses on derivative instruments recorded in earnings within the next twelve months | 1,528 | |
Net unrecognized gains on derivative instruments | 2,655 | $ (1,542) |
Options | Cash flow hedges | ||
Derivative [Line Items] | ||
Other comprehensive income (loss), unrealized gains (losses) on derivatives | 4,197 | |
Realized losses on derivative instruments | 2,733 | |
Unrecognized gains (losses) on derivative instruments | (1,205) | |
Options | Cash flow hedges | Other comprehensive income (loss) | ||
Derivative [Line Items] | ||
Unrecognized gains (losses) on derivative instruments | $ 2,655 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Deferred consideration on acquisitions | $ 9,172 | $ 7,266 | |
Level 1 | Fair values | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivatives | |||
Deferred consideration on acquisitions | |||
Level 2 | Fair values | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivatives | 2,655 | (1,542) | |
Deferred consideration on acquisitions | |||
Level 3 | Fair values | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivatives | |||
Deferred consideration on acquisitions | $ 6,745 | $ 5,465 | $ 1,015 |
Fair Value Measurements (Deta83
Fair Value Measurements (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Business Combination Contingent Consideration Liability [Roll Forward] | ||
Balance at beginning of period | $ 7,266 | |
Acquisition-related accrued interest | 1,476 | $ 613 |
Balance at end of period | 9,172 | 7,266 |
Fair values | Level 3 | ||
Business Combination Contingent Consideration Liability [Roll Forward] | ||
Balance at beginning of period | 5,465 | 1,015 |
MJB Acquisition | 4,769 | |
Acquisition-related accrued interest | 1,476 | 216 |
Payment and other | (196) | (535) |
Balance at end of period | $ 6,745 | $ 5,465 |
Business Segments (Details)
Business Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 751,526 | $ 748,591 | $ 691,914 |
Depreciation and amortization | 23,452 | 21,604 | 21,453 |
Adjusted EBITDA - Total segments | 143,383 | 137,334 | 116,542 |
Reconciliation of income before income taxes to Adjusted EBITDA | |||
Income before income taxes | 76,761 | 78,763 | 6,308 |
Interest expense, net | 16,592 | 14,305 | 32,962 |
Depreciation and amortization | 23,452 | 21,604 | 21,453 |
Acquisition-related cost of goods sold | 2,566 | ||
Acquisition-related accrued compensation | 1,680 | 747 | |
Acquisition-related transaction costs | 618 | ||
Loss on insurance claim | 5,350 | ||
Foreign currency (gains) losses, net | (7,609) | (5,400) | 1,753 |
Loss on extinguishment of debt | 22,771 | ||
Adjusted EBITDA - Total segments | 143,383 | 137,334 | 116,542 |
Identifiable assets | 610,373 | 493,318 | |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net sales | 751,526 | 748,591 | 691,914 |
Depreciation and amortization | 20,423 | 18,475 | 18,264 |
Adjusted EBITDA - Total segments | 143,383 | 137,334 | 116,542 |
Reconciliation of income before income taxes to Adjusted EBITDA | |||
Income before income taxes | 76,761 | 78,763 | 6,308 |
Interest expense, net | 16,592 | 14,305 | 32,962 |
Depreciation and amortization | 20,423 | 18,475 | 18,264 |
Acquisition-related cost of goods sold | 2,566 | 18,475 | 18,264 |
Acquisition-related accrued compensation | 1,680 | 747 | |
Acquisition-related transaction costs | 618 | ||
Loss on insurance claim | 5,350 | ||
Foreign currency (gains) losses, net | (7,609) | (5,400) | 1,753 |
Loss on extinguishment of debt | 22,771 | ||
Adjusted EBITDA - Total segments | 143,383 | 137,334 | 116,542 |
Identifiable assets | 524,247 | 429,955 | |
Operating Segments | Animal Health | |||
Segment Reporting Information [Line Items] | |||
Net sales | 486,140 | 470,800 | 431,053 |
Depreciation and amortization | 17,149 | 15,430 | 15,484 |
Adjusted EBITDA - Total segments | 127,442 | 120,259 | 100,280 |
Reconciliation of income before income taxes to Adjusted EBITDA | |||
Depreciation and amortization | 17,149 | 15,430 | 15,484 |
Adjusted EBITDA - Total segments | 127,442 | 120,259 | 100,280 |
Identifiable assets | 444,751 | 349,345 | |
Operating Segments | Mineral Nutrition | |||
Segment Reporting Information [Line Items] | |||
Net sales | 216,685 | 227,102 | 201,599 |
Depreciation and amortization | 2,467 | 2,468 | 2,368 |
Adjusted EBITDA - Total segments | 14,971 | 14,429 | 11,636 |
Reconciliation of income before income taxes to Adjusted EBITDA | |||
Depreciation and amortization | 2,467 | 2,468 | 2,368 |
Adjusted EBITDA - Total segments | 14,971 | 14,429 | 11,636 |
Identifiable assets | 57,939 | 58,722 | |
Operating Segments | Performance Products | |||
Segment Reporting Information [Line Items] | |||
Net sales | 48,701 | 50,689 | 59,262 |
Depreciation and amortization | 807 | 577 | 412 |
Adjusted EBITDA - Total segments | 970 | 2,646 | 4,626 |
Reconciliation of income before income taxes to Adjusted EBITDA | |||
Depreciation and amortization | 807 | 577 | 412 |
Adjusted EBITDA - Total segments | 970 | 2,646 | 4,626 |
Identifiable assets | 21,557 | 21,888 | |
Operating Segments | MFAs and other | Animal Health | |||
Segment Reporting Information [Line Items] | |||
Net sales | 339,916 | 335,735 | 326,568 |
Operating Segments | Nutritional specialties | Animal Health | |||
Segment Reporting Information [Line Items] | |||
Net sales | 94,084 | 81,702 | 63,068 |
Operating Segments | Vaccines | Animal Health | |||
Segment Reporting Information [Line Items] | |||
Net sales | 52,140 | 53,363 | 41,417 |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 3,029 | 3,129 | 3,189 |
Adjusted EBITDA - Total segments | 29,323 | 27,315 | 25,945 |
Reconciliation of income before income taxes to Adjusted EBITDA | |||
Depreciation and amortization | 3,029 | 3,129 | 3,189 |
Adjusted EBITDA - Total segments | 29,323 | 27,315 | $ 25,945 |
Identifiable assets | $ 86,126 | $ 63,363 |
Business Segments (Detail Textu
Business Segments (Detail Textuals) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Segment Reporting Information [Line Items] | ||
Equity method investments | $ 4,580 | $ 4,725 |
Animal Health | ||
Segment Reporting Information [Line Items] | ||
Equity method investments | 4,076 | 4,364 |
Performance Products | ||
Segment Reporting Information [Line Items] | ||
Equity method investments | $ 504 | $ 361 |
Geographic Information (Details
Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net sales | |||
Total net sales | $ 751,526 | $ 748,591 | $ 691,914 |
United States | |||
Net sales | |||
Total net sales | 473,247 | 475,942 | 435,414 |
Israel | |||
Net sales | |||
Total net sales | 89,999 | 93,459 | 89,739 |
Latin America and Canada | |||
Net sales | |||
Total net sales | 105,667 | 99,578 | 84,775 |
Europe and Africa | |||
Net sales | |||
Total net sales | 36,177 | 36,397 | 38,563 |
Asia/Pacific | |||
Net sales | |||
Total net sales | $ 46,436 | $ 43,215 | $ 43,423 |
Geographic Information (Detai87
Geographic Information (Details 1) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Property, plant and equipment, net | $ 127,323 | $ 104,414 |
United States | ||
Property, plant and equipment, net | 56,735 | 43,775 |
Israel | ||
Property, plant and equipment, net | 46,706 | 36,367 |
Brazil | ||
Property, plant and equipment, net | 22,720 | 22,767 |
Other | ||
Property, plant and equipment, net | $ 1,162 | $ 1,505 |