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Acquisition
 12 Months Ended
Jun. 30, 2014
Business Combinations [Abstract]  
Acquisition
6.
  • Acquisition
On December 20, 2012, Prince Agri Products, Inc. (“Prince Agri”), a subsidiary of Phibro, acquired 100% of the membership interests of OmniGen Research, LLC (“OGR”). We acquired all rights to OmniGen-AF patents and related intellectual property and certain property, plant and equipment. OmniGen-AF is a proprietary nutritional specialty product that helps maintain a dairy cow’s healthy immune system. Prior to the transaction, Prince Agri had been the exclusive manufacturer and marketer of OmniGen-AF for 9 years, under a licensing arrangement with OGR.
The purchase price was $22,750, with an initial cash payment of $18,500 and deferred payments of $4,250. We paid $1,000 in December 2013. Annual deferred payments of $1,000 are due on or before December 20, 2014 and 2015. A final deferred payment of $1,250 is due on or before December 20, 2016. Interest is accrued and payable solely on the final installment at the rate of 5% annually from December 20, 2012 to the date of payment.
The results of the business have been included in the consolidated statements of operations since the date of acquisition. Acquired identifiable intangibles are amortized over the remaining 12-year life of the principal patents acquired. The allocation of the purchase price was:
 
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Assets
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​
 
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Property, plant and equipment
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$
1,202
 
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Intangibles
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​
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23,781
 
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​
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Goodwill
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​
​
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10,896
 
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Total assets
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$
35,879
 
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Liabilities
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​
​
​
​
 
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Other current and long-term liabilities
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​
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$
13,129
 
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Total liabilities
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13,129
 
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Net assets acquired
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$
22,750
 
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In accordance with ASC 805, the excess of the purchase price over the fair values of the net assets acquired was recorded as goodwill. The goodwill is not deductible for U.S. federal or state income taxes.
OGR’s only revenues were the royalties paid by Prince Agri. As a result, our operating results benefited from the elimination of the royalties previously paid to OGR, net of operating expenses related to acquired research and development activities. The unaudited pro forma consolidated results of operations, as if such acquisition had occurred at the beginning of the fiscal year ended June 30, 2012, are as follows:
 
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For the Years Ended June 30
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2013
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2012
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Net sales
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$
653,151
 
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$
654,101
 
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Net income (loss)
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25,989
 
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9,170
 
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Net income (loss) per share−basic and diluted
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0.85
 
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0.30
 
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Adjusted EBITDA
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77,731
 
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70,804