Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2020 | Oct. 28, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2020 | |
Entity File Number | 001-36410 | |
Entity Registrant Name | PHIBRO ANIMAL HEALTH CORP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 13-1840497 | |
Entity Address, Address Line One | Glenpointe Centre East, 3rd Floor | |
Entity Address, Address Line Two | 300 Frank W. Burr Boulevard, Suite 21 | |
Entity Address, City or Town | Teaneck | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07666-6712 | |
City Area Code | 201 | |
Local Phone Number | 329-7300 | |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | |
Trading Symbol | PAHC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Interactive Data Current | Yes | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --06-30 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001069899 | |
Amendment Flag | false | |
Common stock-Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,287,574 | |
Common stock-Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,166,034 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Net sales | $ 195,194 | $ 189,720 |
Cost of goods sold | 131,075 | 132,057 |
Gross profit | 64,119 | 57,663 |
Selling, general and administrative expenses | 48,431 | 47,516 |
Operating income | 15,688 | 10,147 |
Interest expense, net | 2,810 | 3,354 |
Foreign currency (gains) losses, net | (3,631) | 3,221 |
Income before income taxes | 16,509 | 3,572 |
Provision for income taxes | 4,207 | 1,057 |
Net income | $ 12,302 | $ 2,515 |
Net income per share | ||
basic (in dollars per share) | $ 0.30 | $ 0.06 |
diluted (in dollars per share) | $ 0.30 | $ 0.06 |
Weighted average common shares outstanding | ||
basic (in shares) | 40,454 | 40,454 |
diluted (in shares) | 40,504 | 40,504 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Net income | $ 12,302 | $ 2,515 |
Change in fair value of derivative instruments | 1,089 | (1,084) |
Foreign currency translation adjustment | (4,723) | (6,823) |
Unrecognized net pension gains (losses) | 135 | 120 |
(Provision) benefit for income taxes | (306) | 240 |
Other comprehensive income (loss) | (3,805) | (7,547) |
Comprehensive income (loss) | $ 8,497 | $ (5,032) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
ASSETS | ||
Cash and cash equivalents | $ 30,969 | $ 36,343 |
Short-term investments | 61,000 | 55,000 |
Accounts receivable, net | 125,457 | 126,522 |
Inventories, net | 205,846 | 196,659 |
Other current assets | 41,010 | 37,313 |
Total current assets | 464,282 | 451,837 |
Property, plant and equipment, net | 147,256 | 148,109 |
Intangibles, net | 68,792 | 70,997 |
Goodwill | 52,679 | 52,679 |
Other assets | 56,545 | 60,478 |
Total assets | 789,554 | 784,100 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Current portion of long-term debt | 20,312 | 18,750 |
Accounts payable | 62,497 | 66,091 |
Accrued expenses and other current liabilities | 78,143 | 72,397 |
Total current liabilities | 160,952 | 157,238 |
Revolving credit facility | 185,000 | 169,000 |
Long-term debt | 193,100 | 199,257 |
Other liabilities | 58,090 | 70,401 |
Total liabilities | 597,142 | 595,896 |
Commitments and contingencies (Note 7) | ||
Common stock, par value $0.0001 per share; 300,000,000 Class A shares authorized, 20,287,574 shares issued and outstanding at September 30, 2020 and June 30, 2020; 30,000,000 Class B shares authorized, 20,166,034 shares issued and outstanding at September 30, 2020 and June 30, 2020 | 4 | 4 |
Preferred stock, par value $0.0001 per share; 16,000,000 shares authorized, no shares issued and outstanding | ||
Paid-in capital | 136,090 | 135,525 |
Retained earnings | 190,508 | 183,060 |
Accumulated other comprehensive income (loss) | (134,190) | (130,385) |
Total stockholders' equity | 192,412 | 188,204 |
Total liabilities and stockholders' equity | $ 789,554 | $ 784,100 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Sep. 30, 2020 | Jun. 30, 2020 |
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 |
Common stock-Class A | ||
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 | 20,287,574 | 20,287,574 |
Common stock, shares outstanding | 20,287,574 | 20,287,574 |
Common stock-Class B | ||
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 | 20,166,034 | 20,166,034 |
Common stock, shares outstanding | 20,166,034 | 20,166,034 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
OPERATING ACTIVITIES | ||
Net income | $ 12,302 | $ 2,515 |
Adjustments to reconcile net income to net cash provided (used) by operating activities: | ||
Depreciation and amortization | 8,036 | 7,781 |
Amortization of debt issuance costs | 221 | 221 |
Stock-based compensation | 565 | 565 |
Acquisition-related items | 0 | 333 |
Deferred income taxes | (277) | (652) |
Foreign currency (gains) losses, net | (4,349) | 1,660 |
Other | 97 | 116 |
Changes in operating assets and liabilities, net of business acquisitions: | ||
Accounts receivable, net | 1,002 | 14,065 |
Inventories, net | (9,501) | (9,086) |
Other current assets | (632) | (813) |
Other assets | (205) | (1,071) |
Accounts payable | (1,188) | (11,834) |
Accrued expenses and other liabilities | (4,373) | (7,370) |
Net cash provided (used) by operating activities | 1,698 | (3,570) |
INVESTING ACTIVITIES | ||
Purchases of short-term investments | (6,000) | |
Capital expenditures | (7,420) | (7,675) |
Business acquisitions | 0 | (54,560) |
Other, net | (215) | (296) |
Net cash (used) by investing activities | (13,635) | (62,531) |
FINANCING ACTIVITIES | ||
Revolving credit facility borrowings | 36,000 | 119,000 |
Revolving credit facility repayments | (20,000) | (47,000) |
Payments of long-term debt and other | (4,688) | (3,215) |
Dividends paid | (4,854) | (4,854) |
Net cash provided by financing activities | 6,458 | 63,931 |
Effect of exchange rate changes on cash | 105 | (510) |
Net increase (decrease) in cash and cash equivalents | (5,374) | (2,680) |
Cash and cash equivalents at beginning of period | 36,343 | 57,573 |
Cash and cash equivalents at end of period | $ 30,969 | $ 54,893 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total |
Balance at Jun. 30, 2019 | $ 4 | $ 133,266 | $ 168,926 | $ (86,181) | $ 216,015 |
Balance (in shares) at Jun. 30, 2019 | 40,453,608 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Comprehensive income (loss) | 2,515 | (7,547) | (5,032) | ||
Dividends declared | (4,854) | (4,854) | |||
Stock-based compensation expense | 565 | 565 | |||
Balance at Sep. 30, 2019 | $ 4 | 133,831 | 166,587 | (93,728) | 206,694 |
Balance (in shares) at Sep. 30, 2019 | 40,453,608 | ||||
Balance at Jun. 30, 2020 | $ 4 | 135,525 | 183,060 | (130,385) | 188,204 |
Balance (in shares) at Jun. 30, 2020 | 40,453,608 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Comprehensive income (loss) | 12,302 | (3,805) | 8,497 | ||
Dividends declared | (4,854) | (4,854) | |||
Stock-based compensation expense | 565 | 565 | |||
Balance at Sep. 30, 2020 | $ 4 | $ 136,090 | $ 190,508 | $ (134,190) | $ 192,412 |
Balance (in shares) at Sep. 30, 2020 | 40,453,608 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parentheticals) - $ / shares | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY | ||
Dividends declared per share | $ 0.12 | $ 0.12 |
Description of Business
Description of Business | 3 Months Ended |
Sep. 30, 2020 | |
Description of Business | |
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 for food animals including poultry, swine, dairy and beef cattle, and aquaculture. The Company is also a manufacturer and marketer of performance products for use in the personal care, industrial chemical and chemical catalyst industries. Unless otherwise indicated or the context requires otherwise, references in this report to “we,” “our,” “us,” and similar expressions refer to Phibro and its subsidiaries. The unaudited consolidated financial information for the three months ended September 30, 2020 and 2019, is presented on the same basis as the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020 (the “Annual Report”), filed with the Securities and Exchange Commission on August 26, 2020 (File no. 001-36410). In the opinion of management, these financial statements include all adjustments necessary for a fair statement of the financial position, results of operations and cash flows of the Company for the interim periods, and the adjustments are of a normal and recurring nature. The financial results for any interim period are not necessarily indicative of the results for the full year. The consolidated balance sheet information as of June 30, 2020, was derived from the audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The unaudited consolidated financial information should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition will depend on future developments that are highly uncertain. The pandemic may affect our future revenues, expenses, reserves and allowances, manufacturing operations and employee-related costs. The pandemic may have significant economic impacts on customers, suppliers and markets. New information that may emerge concerning COVID-19 and the actions required to contain or treat it may affect the duration and severity of the pandemic. Our financial statements include estimates of the effects of COVID-19 and there may be changes to those estimates in future periods. The consolidated financial statements 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and New Accounting Standards | 3 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies and New Accounting Standards | |
Summary of Significant Accounting Policies and New Accounting Standards | 2. Summary of Significant Accounting Policies and New Accounting Standards Our significant accounting policies are described in the notes to the consolidated financial statements included in our Annual Report. As of September 30, 2020, there have been no material changes to any of the significant accounting policies contained therein. Net Income per Share and Weighted Average Shares Basic net income per share is calculated by dividing net income by the weighted average number of common shares outstanding during the reporting period. Diluted net income per share is calculated by dividing net income by the weighted average number of common shares outstanding during the reporting period after giving effect to potential dilutive common shares resulting from the assumed exercise of stock options and vesting of restricted stock units. All common share equivalents were included in the calculation of diluted net income per share in the periods included in the consolidated financial statements. Three Months For the Periods Ended September 30 2020 2019 Net income $ 12,302 $ 2,515 Weighted average number of shares – basic 40,454 40,454 Dilutive effect of stock options and restricted stock units 50 50 Weighted average number of shares – diluted 40,504 40,504 Net income per share basic $ 0.30 $ 0.06 diluted $ 0.30 $ 0.06 New Accounting Standards Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848) ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Topic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement , modifies existing disclosure requirements for fair value measurement. This ASU is effective for fiscal years beginning after December 15, 2019. The adoption did not have a material effect on our fair value measurement disclosures. |
Statements of Operations-Additi
Statements of Operations-Additional Information | 3 Months Ended |
Sep. 30, 2020 | |
Statements of Operations-Additional Information | |
Statements of Operations-Additional Information | 3 . Statements of Operations—Additional Information Disaggregated revenue, deferred revenue and customer payment terms We develop, manufacture and market a broad range of products for food animals including poultry, swine, beef and dairy cattle, and aquaculture. The products help prevent, control and treat diseases, enhance nutrition to help improve health and contribute to balanced mineral nutrition. The animal health and mineral nutrition products are sold directly to integrated poultry, swine and cattle integrators and through commercial animal feed manufacturers, wholesalers and distributors. The animal health industry and demand for many of the animal health products in a particular region are affected by changing disease pressures and by weather conditions, as product usage follows varying weather patterns and seasons. Our operations are primarily focused in regions where the majority of livestock production is consolidated in large commercial farms. We have a diversified portfolio of products that are classified within our three business segments—Animal Health, Mineral Nutrition and Performance Products. Each segment has its own dedicated management and sales team. Animal Health The Animal Health business develops, manufactures and markets products in three main categories: ● MFAs and Other: MFAs and other products primarily consist of concentrated medicated products that are administered through animal feeds, commonly referred to as Medicated Feed Additives (“MFAs”). Specific product classifications include antibacterials, which inhibit the growth of pathogenic bacteria that cause bacterial infections in animals; anticoccidials, which inhibit the growth of coccidia (parasites) that damage the intestinal tract of animals; and other related products. ● Nutritional Specialties: Nutritional specialty products enhance nutrition to help improve health and performance in areas such as immune system function and digestive health. ● Vaccines: Our vaccines are primarily focused on preventing diseases in poultry and swine. They protect animals from either viral or bacterial disease challenges. We develop, manufacture and market conventionally licensed and autogenous vaccine products and also produce and market adjuvants to vaccine manufacturers. We have developed and market an innovative and proprietary delivery platform for vaccines. Mineral Nutrition The Mineral Nutrition business is comprised of formulations and concentrations of trace minerals such as zinc, manganese, copper, iron and other compounds, with a focus on customers in North America. The customers use these products to fortify the daily feed requirements of their livestock’s diets and maintain an optimal balance of trace elements in each animal. We manufacture and market a broad range of mineral nutrition products for food animals including poultry, swine and beef and dairy cattle. Performance Products The Performance Products business manufactures and markets a number of specialty ingredients for use in the personal care, industrial chemical and chemical catalyst industries, predominantly in the United States. The following tables present our revenues disaggregated by major product category and geographic region: Net Sales by Product Type Three Months For the Periods Ended September 30 2020 2019 Animal Health MFAs and other $ 78,703 $ 75,034 Nutritional specialties 32,600 30,433 Vaccines 17,066 16,383 Total Animal Health $ 128,369 $ 121,850 Mineral Nutrition 51,440 52,649 Performance Products 15,385 15,221 Total $ 195,194 $ 189,720 Net Sales by Region For the Periods Ended September 30 Three Months 2020 2019 United States $ 118,771 $ 118,487 Latin America and Canada 37,756 36,741 Europe, Middle East and Africa 26,872 23,693 Asia Pacific 11,795 10,799 Total $ 195,194 $ 189,720 Net sales by region are based on country of destination. Deferred revenue was $ 4,358 and $4,570 as of September 30, 2020, and June 30, 2020, respectively. Accrued expenses and other current liabilities included $ 1,196 and $1,109 of the total deferred revenue as of September 30, 2020, and June 30, 2020, respectively. The deferred revenue resulted primarily from certain customer arrangements, including technology licensing fees and discounts on future product sales. The transaction price associated with our deferred revenue arrangements is generally based on the stand-alone sales prices of the individual products or services. Our customer payment terms generally range from 30 to 120 days globally and do not include any significant financing components. Payment terms vary based on industry and business practices within the regions in which we operate. Our average worldwide collection period for accounts receivable is approximately 60 days after the revenue is recognized. Interest Expense and Depreciation and Amortization Three Months For the Periods Ended September 30 2020 2019 Interest expense, net Term loan $ 1,875 $ 2,048 Revolving credit facility 946 1,431 Amortization of debt issuance costs 221 221 Other 67 133 Interest expense 3,109 3,833 Interest (income) (299) (479) $ 2,810 $ 3,354 Three Months For the Periods Ended September 30 2020 2019 Depreciation and amortization Depreciation of property, plant and equipment $ 5,831 $ 5,731 Amortization of intangible assets 2,205 2,038 Amortization of other assets — 12 $ 8,036 $ 7,781 |
Balance Sheets-Additional Infor
Balance Sheets-Additional Information | 3 Months Ended |
Sep. 30, 2020 | |
Balance Sheets Additional Information | |
Balance Sheets-Additional Information | 4. Balance Sheets—Additional Information September 30, June 30, As of 2020 2020 Inventories Raw materials $ 67,499 $ 73,837 Work-in-process 10,336 8,881 Finished goods 128,011 113,941 $ 205,846 $ 196,659 September 30, June 30, As of 2020 2020 Goodwill roll-forward Balance at beginning of period $ 52,679 $ 27,348 Osprey acquisition — 25,331 Balance at end of period $ 52,679 $ 52,679 September 30, June 30, As of 2020 2020 Other assets ROU operating lease assets $ 22,089 $ 22,873 Deferred income taxes 11,368 11,430 Deposits 5,042 5,158 Insurance investments 5,891 5,801 Equity method investments 4,367 4,219 Indemnification asset — 3,000 Debt issuance costs 893 1,021 Other 6,895 6,976 $ 56,545 $ 60,478 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 $2,988 equity investment are currently idled; we have concluded that the investment is not currently impaired, based on expected future operating cash flows and/or disposal value. September 30, June 30, As of 2020 2020 Accrued expenses and other current liabilities Employee related $ 24,789 $ 25,825 Current operating lease liabilities 6,471 6,439 Commissions and rebates 4,259 5,782 Professional fees 5,822 5,766 Income and other taxes 5,245 3,821 Derivatives 5,930 5,757 Contingent consideration 4,840 — Restructuring costs 2,029 2,314 Insurance-related 1,267 1,272 Other 17,491 15,421 $ 78,143 $ 72,397 In connection with productivity and cost-saving initiatives in the Animal Health segment, we incurred business restructuring costs related to the termination of a contract manufacturing agreement and employee separation charges. All actions have been executed as of September 30, 2020. The following table summarizes the activity of the restructuring liability during the three months ended September 30, 2020: Liability balance at June 30, 2020 $ 2,860 Charges — Payments (831) Liability balance at September 30, 2020 $ 2,029 As of September 30, 2020, $1,600 and $429 of the liability balance related to contract termination and employee separation costs, respectively. September 30, June 30, As of 2020 2020 Other liabilities Long-term operating lease liabilities $ 16,366 $ 17,276 Long term and deferred income taxes 10,867 11,680 Derivatives 6,429 7,691 Supplemental retirement benefits, deferred compensation and other 8,199 8,067 Contingent consideration — 4,840 International retirement plans 5,576 5,499 U.S. pension plan 2,918 3,563 Restructuring costs — 546 Other long term liabilities 7,735 11,239 $ 58,090 $ 70,401 September 30, June 30, As of 2020 2020 Accumulated other comprehensive income (loss) Derivative instruments $ (12,359) $ (13,448) Foreign currency translation adjustment (108,461) (103,738) Unrecognized net pension gains (losses) (22,436) (22,571) (Provision) benefit for income taxes on derivative instruments 2,984 3,256 (Provision) benefit for incomes taxes on long-term intercompany investments 8,166 8,166 (Provision) benefit for income taxes on pension gains (losses) (2,084) (2,050) $ (134,190) $ (130,385) |
Debt
Debt | 3 Months Ended |
Sep. 30, 2020 | |
Debt | |
Debt | 5. Debt Term Loans and Revolving Credit Facilities Pursuant to a credit agreement entered into in June 2017 (the “Credit Agreement”), we have a revolving credit facility (the “Revolver”), under which we can borrow up to $250,000, subject to the terms of the agreement, and a term A loan with an aggregate initial principal amount of $250,000 (the “Term A Loan,” and together with the Revolver, the “Credit Facilities”). The interest rate per annum applicable to the loans under the Credit Facilities is based on the fluctuating rate of interest plus an applicable rate equal to 2.00%, 1.75% or 1.50%, in the case of LIBOR and Eurodollar The Credit Agreement requires, among other things, compliance with financial covenants that permit: (i) a maximum First Lien Net Leverage Ratio of 4.00:1.00 and (ii) a minimum interest coverage ratio of 3.00:1.00, each calculated on a trailing four-quarter basis. The Credit Agreement contains an acceleration clause should an event of default (as defined in the Credit Agreement) occur. As of September 30, 2020, we were in compliance with the financial covenants. As of September 30, 2020, we had $185,000 in borrowings under the Revolver and had outstanding letters of credit of $2,709, leaving $62,291 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. In July 2017, we entered into an interest rate swap agreement on $150,000 of notional principal that effectively converts the floating LIBOR portion of our interest obligation on that amount of debt to a fixed interest rate of 1.8325% plus the applicable rate. The agreement matures concurrently with the Credit Agreement. We designated the interest rate swap as a highly effective cash flow hedge. For additional details, see "- Derivatives." In March 2020, we entered into an interest rate swap agreement on an additional $150,000 of notional principal that effectively converts the floating LIBOR portion of our interest obligation on that amount of debt to a fixed rate of 0.620% plus the applicable rate. On the maturity of the July 2017 agreement, this agreement increases to a notional principal amount of $300,000 through June 30, 2025, and effectively converts the floating LIBOR portion of our interest obligation on $300,000 of debt to a fixed interest rate of 0.620% plus the applicable rate. We designated the interest rate swaps as highly effective cash flow hedges. For additional details, see “—Derivatives.” As of September 30, 2020, the interest rates for the Revolver and the Term A Loan were 2.37% and 3.47%, respectively. The weighted-average interest rates for the Revolver were 2.12% and 3.70% for the three months ended September 30, 2020 and 2019, respectively. The weighted-average interest rates for the Term A Loan were 3.19% and 3.48% for the three months ended September 30, 2020 and 2019, respectively. Long-Term Debt September 30, June 30, As of 2020 2020 Term A Loan due June 2022 $ 214,062 $ 218,750 Unamortized debt issuance costs (650) (743) 213,412 218,007 Less: current maturities (20,312) (18,750) $ 193,100 $ 199,257 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions | |
Related Party Transactions | 6. Related Party Transactions Certain relatives of Jack C. Bendheim, our Chairman, President and Chief Executive Officer, provided services to us as employees or consultants and received aggregate compensation and benefits of approximately $532 and $451 during the three months ended September 30, 2020 and 2019, respectively. Mr. Bendheim has sole authority to vote shares of our stock owned by BFI Co., LLC, an investment vehicle of the Bendheim family. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | 7 . Commitments and Contingencies Environmental Our operations and properties are subject to extensive federal, state, local and foreign laws and regulations, including those governing pollution; protection of the environment; the use, management, and release of hazardous materials, substances and wastes; air emissions; greenhouse gas emissions; water use, supply and discharges; the investigation and remediation of contamination; the manufacture, distribution, and sale of regulated materials, including pesticides; the importing, exporting and transportation of products; and the health and safety of our employees (collectively, “Environmental Laws”). As such, the nature of our current and former operations exposes us to the risk of claims with respect to such matters, including fines, penalties, and remediation obligations that may be imposed by regulatory authorities. Under certain circumstances, we might be required to curtail operations until a particular problem is remedied. Known costs and expenses under Environmental Laws incidental to ongoing operations, including the cost of litigation proceedings relating to environmental matters, are 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 the Santa Fe Springs, California facility of our subsidiary, Phibro-Tech, Inc. ("Phibro-Tech"). The EPA has entered into a settlement agreement with a group of companies that sent chemicals to the Omega Chemical Site for processing and recycling ("OPOG") to remediate the contaminated groundwater that has migrated from the Omega site in accordance with a general remedy selected by EPA. 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 any groundwater contamination at its site is localized and 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, the members of OPOG filed a complaint under the Comprehensive Environmental Response, Compensation, and Liability Act and the Resource Conservation and Recovery Act 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, the preliminary stage of the ongoing litigation 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 $5,101 and $5,254 at September 30, 2020, and June 30, 2020, 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 are liable for environmental or other claims made against one or more of our other subsidiaries or for which any of such other subsidiaries may ultimately be responsible. Claims and Litigation PAHC and its subsidiaries are party to a number of claims and lawsuits arising out of the normal course of business including product liabilities, payment disputes and governmental regulation. Certain of these actions seek damages in various amounts. In many cases, such claims are covered by insurance. We believe that none of the claims or pending lawsuits, either individually or in the aggregate, will have a material adverse effect on our financial position, results of operations, cash flows or liquidity. |
Derivatives
Derivatives | 3 Months Ended |
Sep. 30, 2020 | |
Derivatives | |
Derivatives | 8. Derivatives We monitor our exposure to foreign currency exchange rates and interest rates and from time-to-time use derivatives to manage certain of these risks. We designate derivatives as a hedge of a forecasted transaction or of the variability of the cash flows to be received or paid in the future related to a recognized asset or liability (cash flow hedge). All changes in the fair value of a highly effective cash flow hedge are recorded in accumulated other comprehensive income (loss). 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.” In July 2017, we entered into an interest rate swap agreement on the first $150,000 of notional principal that effectively converts the floating LIBOR portion of our interest obligation on that amount of debt to a fixed interest rate of 1.8325% plus the applicable rate. The agreement matures concurrently with the Credit Agreement. In March 2020, we entered into an interest rate swap agreement on an additional $150,000 of notional principal that effectively converts the floating LIBOR portion of our interest obligation on that amount of debt to a fixed rate of 0.620% plus the applicable rate. On the maturity of the July 2017 agreement, this agreement increases to a notional principal amount of $300,000 through June 30, 2025, and effectively converts the floating LIBOR portion of our interest obligation on $300,000 of debt to a fixed interest rate of 0.620% plus the applicable rate. The forecasted transactions are probable of occurring, and the interest rate swaps have been designated as highly effective cash flow hedges. We entered into foreign currency option contracts to hedge cash flows related to monthly inventory purchases. The individual option contracts mature monthly through April 2022 The following table details the Company’s outstanding derivatives that are designated and effective as cash flow hedges as of September 30, 2020: Asset (Liability) Notional fair value as of Amount at Consolidated September 30, June 30, Instrument Hedge September 30, 2020 Balance Sheet 2020 2020 Options Brazilian Real calls R$ 102,000 (1) $ 83 $ 126 Options Brazilian Real puts R$ 102,000 (1) $ (3,481) $ (3,900) Swap Interest rate swap $ 300,000 (2) $ (8,961) $ (9,674) (1) We record the net fair values of our outstanding foreign currency option contracts within the respective balance sheet line item based on the net financial position and maturity date of the individual contracts as of the balance sheet date. As of September 30, 2020 and June 30, 2020, accrued expenses and other current liabilities included net fair values of $2,635 and $2,477 , respectively. As of September 30, 2020 and June 30, 2020, other liabilities included net fair values of $763 and $1,297 , respectively. (2) We classify the current and noncurrent amounts associated with our interest rate swap based on the expected timing of the cash flows. As of September 30, 2020 and June 30, 2020, accrued expenses and other current liabilities included net fair values of $3,295 and $3,280 , respectively. As of September 30, 2020 and June 30, 2020, other liabilities included net fair values of $5,666 and $6,394 , respectively. The following tables show the effects of derivatives on the consolidated statements of operations and other comprehensive income for the three months ended September 30, 2020 and 2019. Consolidated Statement Gain (Loss) recognized in of Operations Line For the Three Months Ended September 30 Gain (Loss) recorded in OCI consolidated statements of operations Item Total Consolidated Statement Instrument Hedge 2020 2019 of Operations 2020 2019 2020 2019 Options Brazilian Real calls $ 376 $ (363) Cost of goods sold $ 3 $ (45) $ 131,075 $ 132,057 Swap Interest rate swap $ 713 $ (721) Interest expense, net $ (813) $ 165 $ 2,810 $ 3,354 We recognize gains (losses) related to foreign currency derivatives as a component of cost of goods sold at the time the hedged item is sold. Realized net losses of $1,199 related to matured contracts were recorded as a component of inventory at September 30, 2020. We anticipate the net losses included in inventory will be recognized in cost of goods sold within the next twelve months. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Sep. 30, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | 9. Fair Value Measurements Short-term investments As of September 30, 2020, our short-term investments consist of cash deposits held at financial institutions. We consider the carrying amounts of these short-term investments to be representative of their fair value. 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. Contingent Consideration on Acquisitions We determine the fair value of contingent consideration on acquisitions based on contractual terms, our current forecast of performance factors related to the acquired business and an applicable discount rate. Debt We record debt, including term loans and revolver balances, at amortized cost in our consolidated financial statements. We believe the carrying value of the debt is approximately equal to its fair value, due to the variable nature of the instruments and our evaluation of estimated market prices. 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. Non-financial assets Our non-financial assets, which primarily consist of goodwill, other intangible assets, property and equipment, and lease-related ROU assets, are not required to be measured at fair value on a recurring basis, and instead are reported at carrying value in the consolidated balance sheet. We assess the carrying values of non-financial assets for impairment on a periodic basis or whenever events or changes in circumstances indicate an asset may not be fully recoverable. Fair Value of Assets (Liabilities) September 30, 2020 June 30, 2020 As of Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Short-term investments $ 61,000 $ — $ — $ 55,000 $ — $ — Foreign currency derivatives $ — $ (3,398) $ — $ — $ (3,774) $ — Interest rate swap $ — $ (8,961) $ — $ — $ (9,674) $ — Contingent consideration on acquisitions $ — $ — $ (4,840) $ — $ — $ (4,840) There were no transfers between levels during the periods presented. The contingent consideration on acquisitions is the minimum amount payable in accordance with the acquisition agreement for Osprey. |
Business Segments
Business Segments | 3 Months Ended |
Sep. 30, 2020 | |
Business Segments | |
Business Segments | 10. Business Segments 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 and we refer to these items as Corporate. We do not allocate Corporate costs or assets to the segments because they are not used to evaluate the segments’ operating results or financial position. Corporate costs include certain costs related to executive management, business technology, legal, finance, human resources and business development. 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. Three Months For the Periods Ended September 30 2020 2019 Net sales Animal Health $ 128,369 $ 121,850 Mineral Nutrition 51,440 52,649 Performance Products 15,385 15,221 Total segments $ 195,194 $ 189,720 Depreciation and amortization Animal Health $ 6,521 $ 6,384 Mineral Nutrition 649 613 Performance Products 445 377 Total segments $ 7,615 $ 7,374 Adjusted EBITDA Animal Health $ 30,101 $ 25,061 Mineral Nutrition 3,047 3,475 Performance Products 1,972 852 Total segments $ 35,120 $ 29,388 Reconciliation of income before income taxes to Adjusted EBITDA Income before income taxes $ 16,509 $ 3,572 Interest expense, net 2,810 3,354 Depreciation and amortization – Total segments 7,615 7,374 Depreciation and amortization – Corporate 421 407 Corporate costs 10,831 9,728 Restructuring costs — 425 Stock-based compensation 565 565 Acquisition-related cost of goods sold — 280 Acquisition-related transaction costs — 462 Foreign currency (gains) losses, net (3,631) 3,221 Adjusted EBITDA – Total segments $ 35,120 $ 29,388 September 30, June 30, 2020 2020 Identifiable assets Animal Health $ 556,895 $ 560,663 Mineral Nutrition 72,295 65,686 Performance Products 33,955 31,016 Total segments 663,145 657,365 Corporate 126,409 126,735 Total $ 789,554 $ 784,100 The Animal Health segment includes all goodwill of the Company. Corporate assets include cash and cash equivalents, short-term investments, debt issuance costs, income tax-related assets and certain other assets. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and New Accounting Standards (Policies) | 3 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies and New Accounting Standards | |
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 vesting of restricted stock units. All common share equivalents were included in the calculation of diluted net income per share in the periods included in the consolidated financial statements. Three Months For the Periods Ended September 30 2020 2019 Net income $ 12,302 $ 2,515 Weighted average number of shares – basic 40,454 40,454 Dilutive effect of stock options and restricted stock units 50 50 Weighted average number of shares – diluted 40,504 40,504 Net income per share basic $ 0.30 $ 0.06 diluted $ 0.30 $ 0.06 |
New Accounting Standards | New Accounting Standards Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848) ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Topic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement , modifies existing disclosure requirements for fair value measurement. This ASU is effective for fiscal years beginning after December 15, 2019. The adoption did not have a material effect on our fair value measurement disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and New Accounting Standards (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies and New Accounting Standards | |
Schedule of net income per share and weighted average shares | Three Months For the Periods Ended September 30 2020 2019 Net income $ 12,302 $ 2,515 Weighted average number of shares – basic 40,454 40,454 Dilutive effect of stock options and restricted stock units 50 50 Weighted average number of shares – diluted 40,504 40,504 Net income per share basic $ 0.30 $ 0.06 diluted $ 0.30 $ 0.06 |
Statements of Operations-Addi_2
Statements of Operations-Additional Information (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Statements of Operations-Additional Information | |
Schedule of revenues disaggregated by major product category and geographic region | Net Sales by Product Type Three Months For the Periods Ended September 30 2020 2019 Animal Health MFAs and other $ 78,703 $ 75,034 Nutritional specialties 32,600 30,433 Vaccines 17,066 16,383 Total Animal Health $ 128,369 $ 121,850 Mineral Nutrition 51,440 52,649 Performance Products 15,385 15,221 Total $ 195,194 $ 189,720 Net Sales by Region For the Periods Ended September 30 Three Months 2020 2019 United States $ 118,771 $ 118,487 Latin America and Canada 37,756 36,741 Europe, Middle East and Africa 26,872 23,693 Asia Pacific 11,795 10,799 Total $ 195,194 $ 189,720 |
Schedule of additional information of statements of operations | Interest Expense and Depreciation and Amortization Three Months For the Periods Ended September 30 2020 2019 Interest expense, net Term loan $ 1,875 $ 2,048 Revolving credit facility 946 1,431 Amortization of debt issuance costs 221 221 Other 67 133 Interest expense 3,109 3,833 Interest (income) (299) (479) $ 2,810 $ 3,354 Three Months For the Periods Ended September 30 2020 2019 Depreciation and amortization Depreciation of property, plant and equipment $ 5,831 $ 5,731 Amortization of intangible assets 2,205 2,038 Amortization of other assets — 12 $ 8,036 $ 7,781 |
Balance Sheets-Additional Inf_2
Balance Sheets-Additional Information (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Balance Sheets Additional Information | |
Schedule of additional information of balance sheets | September 30, June 30, As of 2020 2020 Inventories Raw materials $ 67,499 $ 73,837 Work-in-process 10,336 8,881 Finished goods 128,011 113,941 $ 205,846 $ 196,659 September 30, June 30, As of 2020 2020 Goodwill roll-forward Balance at beginning of period $ 52,679 $ 27,348 Osprey acquisition — 25,331 Balance at end of period $ 52,679 $ 52,679 September 30, June 30, As of 2020 2020 Other assets ROU operating lease assets $ 22,089 $ 22,873 Deferred income taxes 11,368 11,430 Deposits 5,042 5,158 Insurance investments 5,891 5,801 Equity method investments 4,367 4,219 Indemnification asset — 3,000 Debt issuance costs 893 1,021 Other 6,895 6,976 $ 56,545 $ 60,478 September 30, June 30, As of 2020 2020 Accrued expenses and other current liabilities Employee related $ 24,789 $ 25,825 Current operating lease liabilities 6,471 6,439 Commissions and rebates 4,259 5,782 Professional fees 5,822 5,766 Income and other taxes 5,245 3,821 Derivatives 5,930 5,757 Contingent consideration 4,840 — Restructuring costs 2,029 2,314 Insurance-related 1,267 1,272 Other 17,491 15,421 $ 78,143 $ 72,397 Liability balance at June 30, 2020 $ 2,860 Charges — Payments (831) Liability balance at September 30, 2020 $ 2,029 September 30, June 30, As of 2020 2020 Other liabilities Long-term operating lease liabilities $ 16,366 $ 17,276 Long term and deferred income taxes 10,867 11,680 Derivatives 6,429 7,691 Supplemental retirement benefits, deferred compensation and other 8,199 8,067 Contingent consideration — 4,840 International retirement plans 5,576 5,499 U.S. pension plan 2,918 3,563 Restructuring costs — 546 Other long term liabilities 7,735 11,239 $ 58,090 $ 70,401 September 30, June 30, As of 2020 2020 Accumulated other comprehensive income (loss) Derivative instruments $ (12,359) $ (13,448) Foreign currency translation adjustment (108,461) (103,738) Unrecognized net pension gains (losses) (22,436) (22,571) (Provision) benefit for income taxes on derivative instruments 2,984 3,256 (Provision) benefit for incomes taxes on long-term intercompany investments 8,166 8,166 (Provision) benefit for income taxes on pension gains (losses) (2,084) (2,050) $ (134,190) $ (130,385) |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Debt | |
Schedule of long term debt | September 30, June 30, As of 2020 2020 Term A Loan due June 2022 $ 214,062 $ 218,750 Unamortized debt issuance costs (650) (743) 213,412 218,007 Less: current maturities (20,312) (18,750) $ 193,100 $ 199,257 |
Derivatives (Tables)
Derivatives (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Derivatives | |
Schedule of significant outstanding derivatives employed to manage market risk and designated as cash flow hedges | The following table details the Company’s outstanding derivatives that are designated and effective as cash flow hedges as of September 30, 2020: Asset (Liability) Notional fair value as of Amount at Consolidated September 30, June 30, Instrument Hedge September 30, 2020 Balance Sheet 2020 2020 Options Brazilian Real calls R$ 102,000 (1) $ 83 $ 126 Options Brazilian Real puts R$ 102,000 (1) $ (3,481) $ (3,900) Swap Interest rate swap $ 300,000 (2) $ (8,961) $ (9,674) (1) We record the net fair values of our outstanding foreign currency option contracts within the respective balance sheet line item based on the net financial position and maturity date of the individual contracts as of the balance sheet date. As of September 30, 2020 and June 30, 2020, accrued expenses and other current liabilities included net fair values of $2,635 and $2,477 , respectively. As of September 30, 2020 and June 30, 2020, other liabilities included net fair values of $763 and $1,297 , respectively. (2) We classify the current and noncurrent amounts associated with our interest rate swap based on the expected timing of the cash flows. As of September 30, 2020 and June 30, 2020, accrued expenses and other current liabilities included net fair values of $3,295 and $3,280 , respectively. As of September 30, 2020 and June 30, 2020, other liabilities included net fair values of $5,666 and $6,394 , respectively. |
Schedule of consolidated statements of operations and other comprehensive income | The following tables show the effects of derivatives on the consolidated statements of operations and other comprehensive income for the three months ended September 30, 2020 and 2019. Consolidated Statement Gain (Loss) recognized in of Operations Line For the Three Months Ended September 30 Gain (Loss) recorded in OCI consolidated statements of operations Item Total Consolidated Statement Instrument Hedge 2020 2019 of Operations 2020 2019 2020 2019 Options Brazilian Real calls $ 376 $ (363) Cost of goods sold $ 3 $ (45) $ 131,075 $ 132,057 Swap Interest rate swap $ 713 $ (721) Interest expense, net $ (813) $ 165 $ 2,810 $ 3,354 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Fair Value Measurements | |
Schedule of fair value of assets and liabilities | September 30, 2020 June 30, 2020 As of Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Short-term investments $ 61,000 $ — $ — $ 55,000 $ — $ — Foreign currency derivatives $ — $ (3,398) $ — $ — $ (3,774) $ — Interest rate swap $ — $ (8,961) $ — $ — $ (9,674) $ — Contingent consideration on acquisitions $ — $ — $ (4,840) $ — $ — $ (4,840) |
Business Segments (Tables)
Business Segments (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Business Segments | |
Schedule of information regarding reportable segments | Three Months For the Periods Ended September 30 2020 2019 Net sales Animal Health $ 128,369 $ 121,850 Mineral Nutrition 51,440 52,649 Performance Products 15,385 15,221 Total segments $ 195,194 $ 189,720 Depreciation and amortization Animal Health $ 6,521 $ 6,384 Mineral Nutrition 649 613 Performance Products 445 377 Total segments $ 7,615 $ 7,374 Adjusted EBITDA Animal Health $ 30,101 $ 25,061 Mineral Nutrition 3,047 3,475 Performance Products 1,972 852 Total segments $ 35,120 $ 29,388 Reconciliation of income before income taxes to Adjusted EBITDA Income before income taxes $ 16,509 $ 3,572 Interest expense, net 2,810 3,354 Depreciation and amortization – Total segments 7,615 7,374 Depreciation and amortization – Corporate 421 407 Corporate costs 10,831 9,728 Restructuring costs — 425 Stock-based compensation 565 565 Acquisition-related cost of goods sold — 280 Acquisition-related transaction costs — 462 Foreign currency (gains) losses, net (3,631) 3,221 Adjusted EBITDA – Total segments $ 35,120 $ 29,388 September 30, June 30, 2020 2020 Identifiable assets Animal Health $ 556,895 $ 560,663 Mineral Nutrition 72,295 65,686 Performance Products 33,955 31,016 Total segments 663,145 657,365 Corporate 126,409 126,735 Total $ 789,554 $ 784,100 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and New Accounting Standards (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Summary of Significant Accounting Policies and New Accounting Standards | ||
Net income | $ 12,302 | $ 2,515 |
Weighted average number of shares - basic (in shares) | 40,454 | 40,454 |
Dilutive effect of stock options and restricted stock units | 50 | 50 |
Weighted average number of shares - diluted (in shares) | 40,504 | 40,504 |
Net income per share | ||
basic (in dollars per share) | $ 0.30 | $ 0.06 |
diluted (in dollars per share) | $ 0.30 | $ 0.06 |
Statements of Operations (Detai
Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Statements Of Operations Additional Information [Line Items] | ||
Total | $ 195,194 | $ 189,720 |
United States | ||
Statements Of Operations Additional Information [Line Items] | ||
Total | 118,771 | 118,487 |
Latin America and Canada | ||
Statements Of Operations Additional Information [Line Items] | ||
Total | 37,756 | 36,741 |
Europe, Middle East and Africa | ||
Statements Of Operations Additional Information [Line Items] | ||
Total | 26,872 | 23,693 |
Asia Pacific | ||
Statements Of Operations Additional Information [Line Items] | ||
Total | 11,795 | 10,799 |
Animal Health | ||
Statements Of Operations Additional Information [Line Items] | ||
Total | 128,369 | 121,850 |
Animal Health | MFAs and other | ||
Statements Of Operations Additional Information [Line Items] | ||
Total | 78,703 | 75,034 |
Animal Health | Nutritional Specialties | ||
Statements Of Operations Additional Information [Line Items] | ||
Total | 32,600 | 30,433 |
Animal Health | Vaccines | ||
Statements Of Operations Additional Information [Line Items] | ||
Total | 17,066 | 16,383 |
Mineral Nutrition | ||
Statements Of Operations Additional Information [Line Items] | ||
Total | 51,440 | 52,649 |
Performance Products | ||
Statements Of Operations Additional Information [Line Items] | ||
Total | $ 15,385 | $ 15,221 |
Statements of Operations - Inte
Statements of Operations - Interest Expense and Depreciation and Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Interest expense, net | ||
Amortization of debt issuance costs | $ 221 | $ 221 |
Other | 67 | 133 |
Interest expense | 3,109 | 3,833 |
Interest (income) | (299) | (479) |
Interest expense, net | 2,810 | 3,354 |
Depreciation and amortization | ||
Depreciation of property, plant and equipment | 5,831 | 5,731 |
Amortization of intangible assets | 2,205 | 2,038 |
Amortization of other assets | 0 | 12 |
Depreciation and amortization | 8,036 | 7,781 |
Term Loan | ||
Interest expense, net | ||
Interest expense | 1,875 | 2,048 |
Revolving credit facility (the "Revolver") | ||
Interest expense, net | ||
Interest expense | $ 946 | $ 1,431 |
Statements of Operations - Addi
Statements of Operations - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Jun. 30, 2020 | |
Statements Of Operations Additional Information [Line Items] | ||
Deferred revenue | $ 4,358 | $ 4,570 |
Current deferred revenue, included in accrued expense and other current liabilities | $ 1,196 | $ 1,109 |
Customer | Maximum | ||
Statements Of Operations Additional Information [Line Items] | ||
Payment term | 120 days | |
Customer | Minimum | ||
Statements Of Operations Additional Information [Line Items] | ||
Payment term | 30 days | |
Average worldwide collection period for accounts receivable | 60 days |
Balance Sheets-Additional Inf_3
Balance Sheets-Additional Information - Schedule of inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
Inventories | ||
Raw materials | $ 67,499 | $ 73,837 |
Work-in-process | 10,336 | 8,881 |
Finished goods | 128,011 | 113,941 |
Inventory, net | $ 205,846 | $ 196,659 |
Balance Sheets-Additional Inf_4
Balance Sheets-Additional Information - Other balance sheet items (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Jun. 30, 2020 | |
Goodwill roll-forward | ||
Balance at beginning of period | $ 52,679 | $ 27,348 |
Osprey acquisition | 0 | 25,331 |
Balance at end of period | 52,679 | 52,679 |
Other assets | ||
ROU operating lease assets | 22,089 | 22,873 |
Deferred income taxes | 11,368 | 11,430 |
Deposits | 5,042 | 5,158 |
Insurance investments | 5,891 | 5,801 |
Equity method investments | 4,367 | 4,219 |
Indemnification asset | 0 | 3,000 |
Debt issuance costs | 893 | 1,021 |
Other | 6,895 | 6,976 |
Other assets, total | 56,545 | 60,478 |
Accrued expenses and other current liabilities | ||
Employee related | 24,789 | 25,825 |
Current operating lease liabilities | 6,471 | 6,439 |
Commissions and rebates | 4,259 | 5,782 |
Professional fees | 5,822 | 5,766 |
Income and other taxes | 5,245 | 3,821 |
Derivatives | 5,930 | 5,757 |
Contingent consideration | 4,840 | |
Restructuring costs | 2,029 | 2,314 |
Insurance-related | 1,267 | 1,272 |
Other | 17,491 | 15,421 |
Accrued expenses and other current liabilities, total | 78,143 | 72,397 |
Restructuring Reserve [Roll Forward] | ||
Liability balance at June 30, 2019 | 2,860 | |
Charges | 0 | |
Payments | (831) | |
Liability balance at June 30,2020 | 2,029 | 2,860 |
Other liabilities | ||
Long-term operating lease liabilities | 16,366 | 17,276 |
Long term and deferred income taxes | 10,867 | 11,680 |
Derivatives | 6,429 | 7,691 |
Supplemental retirement benefits, deferred compensation and other | 8,199 | 8,067 |
Contingent consideration | 0 | 4,840 |
International retirement plans | 5,576 | 5,499 |
U.S. pension plan | 2,918 | 3,563 |
Restructuring costs | 0 | 546 |
Other long term liabilities | 7,735 | 11,239 |
Other liabilities, total | 58,090 | 70,401 |
Accumulated other comprehensive income (loss) | ||
Derivative instruments | (12,359) | (13,448) |
Foreign currency translation adjustment | (108,461) | (103,738) |
Unrecognized net pension gains (losses) | (22,436) | (22,571) |
(Provision) benefit for income taxes on derivative instruments | 2,984 | 3,256 |
(Provision) benefit for income taxes on long-term intercompany investments | 8,166 | 8,166 |
(Provision) benefit for income taxes on pension gains (losses) | (2,084) | (2,050) |
Accumulated other comprehensive income (loss) | $ (134,190) | $ (130,385) |
Balance Sheets-Additional Inf_5
Balance Sheets-Additional Information - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Jun. 30, 2020 | |
Additional Information Of Balance Sheet [Line Items] | ||
Equity method investments | $ 4,367 | $ 4,219 |
Liability balance remaining related to contract termination and employee separation costs | 2,029 | $ 2,860 |
Animal Health | ||
Additional Information Of Balance Sheet [Line Items] | ||
Equity method investments | 2,988 | |
Liability balance remaining related to contract termination and employee separation costs | 1,600 | |
Employee separation costs | $ 429 |
Debt - Summary of long-term deb
Debt - Summary of long-term debt (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
Debt | ||
Term A Loan due June 2022 | $ 214,062 | $ 218,750 |
Unamortized debt issuance costs | (650) | (743) |
Long-term debt after debt issuance costs | 213,412 | 218,007 |
Less: current maturities | (20,312) | (18,750) |
Long-term debt | $ 193,100 | $ 199,257 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jul. 31, 2017 | |
Debt Instrument [Line Items] | |||||
Revolving credit facility | $ 185,000 | $ 169,000 | |||
Credit Agreement | Revolving credit facility (the "Revolver") | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 250,000 | ||||
Revolving credit facility | 185,000 | ||||
Outstanding letters of credit | 2,709 | ||||
Aggregate available credit facilities | $ 62,291 | ||||
Weighted-average interest rates | 2.12% | 3.70% | |||
Percentage of interest rate | 2.37% | ||||
Credit Agreement | Term A Loans And Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity dates | June 29, 2022 | ||||
Covenant requirement, permitted leverage ratio | a maximum First Lien Net Leverage Ratio of 4.00:1.00 and (ii) a minimum interest coverage ratio of 3.00:1.00, each calculated on a trailing four-quarter basis | ||||
Debt instrument, covenant compliance | we were in compliance with the financial covenants | ||||
Credit Agreement | Term A Loans And Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate, description | 2.00%, 1.75% or 1.50% | ||||
Floor rate | 0.00% | ||||
Credit Agreement | Term A Loans And Revolving Credit Facility [Member] | Eurodollar [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate, description | 2.00%, 1.75% or 1.50% | ||||
Credit Agreement | Term A Loans And Revolving Credit Facility [Member] | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Interest rate, description | 1.00%, 0.75% or 0.50% | ||||
Credit Agreement | Term A Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 250,000 | ||||
Weighted-average interest rates | 3.19% | 3.48% | |||
Percentage of interest rate | 3.47% | ||||
July 2017 Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of interest rate | 0.62% | ||||
July 2017 Agreement [Member] | Interest Rate Swap | |||||
Debt Instrument [Line Items] | |||||
Percentage of interest rate | 1.8325% | ||||
Derivative, Notional Amount | $ 150,000 | $ 150,000 | |||
March 2020 Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Derivative, Notional Amount | $ 300,000 | ||||
March 2020 Agreement [Member] | Interest Rate Swap | |||||
Debt Instrument [Line Items] | |||||
Percentage of interest rate | 0.62% | ||||
Derivative, Notional Amount | $ 150,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Certain relatives of Jack C. Bendheim | Compensation and benefit for services provided | ||
Related Party Transaction [Line Items] | ||
Aggregate compensation and benefits | $ 532 | $ 451 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020USD ($)item | Jun. 30, 2020USD ($) | |
Commitments And Contingencies [Line Items] | ||
Number of potentially responsible parties | item | 140 | |
Current And Long Term Liabilities | ||
Commitments And Contingencies [Line Items] | ||
Accrual for environmental loss contingencies | $ | $ 5,101 | $ 5,254 |
Derivatives - Company's Outstan
Derivatives - Company's Outstanding Derivatives (Details) - Cash Flow Hedging R$ in Thousands, $ in Thousands | Sep. 30, 2020BRL (R$) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) |
Foreign Exchange Option | Brazilian Real calls | |||
Derivative [Line Items] | |||
Notional amount | R$ | R$ 102000 | ||
Asset | $ 83 | $ 126 | |
Foreign Exchange Option | Brazilian Real puts | |||
Derivative [Line Items] | |||
Notional amount | R$ | R$ 102000 | ||
Liability | 3,481 | 3,900 | |
Swap | Interest Rate Swap | |||
Derivative [Line Items] | |||
Notional amount | 300,000 | ||
Liability | $ 8,961 | $ 9,674 |
Derivatives - Effects of Deriva
Derivatives - Effects of Derivatives (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Derivative [Line Items] | ||
Cost of goods sold | $ 131,075 | $ 132,057 |
Interest expense, net | 2,810 | 3,354 |
Foreign Exchange Option | Cash Flow Hedging | Brazilian Real calls | Cost of Sales | ||
Derivative [Line Items] | ||
Gain (loss) recognized in consolidated statements of operations | 3 | (45) |
Foreign Exchange Option | Cash Flow Hedging | Brazilian Real calls | Other Comprehensive Income (Loss) | ||
Derivative [Line Items] | ||
Gain (loss) recorded in OCI | 376 | (363) |
Swap | Interest Rate Swap | Cash Flow Hedging | Interest expense, net | ||
Derivative [Line Items] | ||
Gain (loss) recognized in consolidated statements of operations | (813) | 165 |
Swap | Interest Rate Swap | Cash Flow Hedging | Other Comprehensive Income (Loss) | ||
Derivative [Line Items] | ||
Gain (loss) recorded in OCI | $ 713 | $ (721) |
Derivatives - Additional Inform
Derivatives - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jul. 31, 2017 | |
Derivative [Line Items] | ||||
Maximum maturity period for Foreign Currency Derivatives | Apr. 30, 2022 | |||
Foreign Exchange Option | Accrued expenses and other current liabilities | ||||
Derivative [Line Items] | ||||
Fair values of total foreign currency derivatives outstanding | $ 2,635 | $ 2,477 | ||
Foreign Exchange Option | Other liabilities | ||||
Derivative [Line Items] | ||||
Fair values of total foreign currency derivatives outstanding | 763 | 1,297 | ||
Interest Rate Swap | Accrued expenses and other current liabilities | ||||
Derivative [Line Items] | ||||
Fair values of total foreign currency derivatives outstanding | 3,295 | 3,280 | ||
Interest Rate Swap | Other liabilities | ||||
Derivative [Line Items] | ||||
Fair values of total foreign currency derivatives outstanding | 5,666 | $ 6,394 | ||
Cost of Sales | ||||
Derivative [Line Items] | ||||
Realized gains related to matured contracts recorded as a component of inventory | 1,199 | |||
March 2020 Agreement [Member] | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | $ 300,000 | |||
March 2020 Agreement [Member] | Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | $ 150,000 | |||
Percentage of interest rate | 0.62% | |||
July 2017 Agreement [Member] | Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Derivative, Notional Amount | $ 150,000 | $ 150,000 | ||
Percentage of interest rate | 1.8325% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Jun. 30, 2020 | |
Fair Value of Assets (Liabilities) | ||
Contingent consideration on acquisitions | $ 0 | $ (4,840) |
Level 1 | ||
Fair Value of Assets (Liabilities) | ||
Short-term investments | 61,000 | 55,000 |
Contingent consideration on acquisitions | 0 | 0 |
Level 1 | Foreign Exchange Option | ||
Fair Value of Assets (Liabilities) | ||
Derivatives assets and liabilities | 0 | 0 |
Level 1 | Interest Rate Swap | ||
Fair Value of Assets (Liabilities) | ||
Derivatives assets and liabilities | 0 | 0 |
Level 2 | ||
Fair Value of Assets (Liabilities) | ||
Short-term investments | 0 | |
Contingent consideration on acquisitions | 0 | |
Level 2 | Foreign Exchange Option | ||
Fair Value of Assets (Liabilities) | ||
Derivatives assets and liabilities | (3,398) | (3,774) |
Level 2 | Interest Rate Swap | ||
Fair Value of Assets (Liabilities) | ||
Derivatives assets and liabilities | (8,961) | (9,674) |
Level 3 | ||
Fair Value of Assets (Liabilities) | ||
Short-term investments | 0 | |
Contingent consideration on acquisitions | $ (4,840) | (4,840) |
Level 3 | Foreign Exchange Option | ||
Fair Value of Assets (Liabilities) | ||
Derivatives assets and liabilities | 0 | |
Level 3 | Interest Rate Swap | ||
Fair Value of Assets (Liabilities) | ||
Derivatives assets and liabilities | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Jun. 30, 2020 | |
Fair Value Measurements | ||
Fair value assets, transfer from level 1 to level 2 | $ 0 | $ 0 |
Fair value assets, transfer from level 2 to level 1 | 0 | 0 |
Fair value liabilities, transfer from level 1 to level 2 | 0 | 0 |
Fair value liabilities, transfer from level 2 to level 1 | 0 | 0 |
Fair value assets, transfer to and from level 3 | 0 | 0 |
Fair value liabilities, transfer to and from level 3 | $ 0 | $ 0 |
Business Segments - Segments in
Business Segments - Segments in Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | |
Segment Reporting Information | |||
Net sales | $ 195,194 | $ 189,720 | |
Depreciation and amortization | 8,036 | 7,781 | |
Reconciliation of income before income taxes to Adjusted EBITDA | |||
Income before income taxes | 16,509 | 3,572 | |
Interest expense, net | 2,810 | 3,354 | |
Depreciation and amortization | 8,036 | 7,781 | |
Stock-based compensation | 565 | 565 | |
Foreign currency (gains) losses, net | (3,631) | 3,221 | |
Identifiable assets | 789,554 | $ 784,100 | |
Animal Health | |||
Segment Reporting Information | |||
Net sales | 128,369 | 121,850 | |
Mineral Nutrition | |||
Segment Reporting Information | |||
Net sales | 51,440 | 52,649 | |
Performance Products | |||
Segment Reporting Information | |||
Net sales | 15,385 | 15,221 | |
Operating Segments | |||
Segment Reporting Information | |||
Net sales | 195,194 | 189,720 | |
Depreciation and amortization | 7,615 | 7,374 | |
Adjusted EBITDA - Total segments | 35,120 | 29,388 | |
Reconciliation of income before income taxes to Adjusted EBITDA | |||
Income before income taxes | 16,509 | 3,572 | |
Interest expense, net | 2,810 | 3,354 | |
Depreciation and amortization | 7,615 | 7,374 | |
Restructuring costs | 0 | 425 | |
Stock-based compensation | 565 | 565 | |
Acquisition-related costs of goods sold | 0 | 280 | |
Acquisition-related transaction costs | 0 | 462 | |
Foreign currency (gains) losses, net | (3,631) | 3,221 | |
Adjusted EBITDA - Total segments | 35,120 | 29,388 | |
Identifiable assets | 663,145 | 657,365 | |
Operating Segments | Animal Health | |||
Segment Reporting Information | |||
Net sales | 128,369 | 121,850 | |
Depreciation and amortization | 6,521 | 6,384 | |
Adjusted EBITDA - Total segments | 30,101 | 25,061 | |
Reconciliation of income before income taxes to Adjusted EBITDA | |||
Depreciation and amortization | 6,521 | 6,384 | |
Adjusted EBITDA - Total segments | 30,101 | 25,061 | |
Identifiable assets | 556,895 | 560,663 | |
Operating Segments | Mineral Nutrition | |||
Segment Reporting Information | |||
Net sales | 51,440 | 52,649 | |
Depreciation and amortization | 649 | 613 | |
Adjusted EBITDA - Total segments | 3,047 | 3,475 | |
Reconciliation of income before income taxes to Adjusted EBITDA | |||
Depreciation and amortization | 649 | 613 | |
Adjusted EBITDA - Total segments | 3,047 | 3,475 | |
Identifiable assets | 72,295 | 65,686 | |
Operating Segments | Performance Products | |||
Segment Reporting Information | |||
Net sales | 15,385 | 15,221 | |
Depreciation and amortization | 445 | 377 | |
Adjusted EBITDA - Total segments | 1,972 | 852 | |
Reconciliation of income before income taxes to Adjusted EBITDA | |||
Depreciation and amortization | 445 | 377 | |
Adjusted EBITDA - Total segments | 1,972 | 852 | |
Identifiable assets | 33,955 | 31,016 | |
Corporate | |||
Segment Reporting Information | |||
Depreciation and amortization | 421 | 407 | |
Reconciliation of income before income taxes to Adjusted EBITDA | |||
Depreciation and amortization | 421 | 407 | |
Corporate costs | 10,831 | $ 9,728 | |
Identifiable assets | $ 126,409 | $ 126,735 |