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Acquisition

12 Months Ended

Jun. 30, 2021

3. Acquisition

In August 2019, we acquired the business and assets of Osprey Biotechnics, Inc. (“Osprey”). Osprey is a developer, manufacturer and marketer of microbial products and bioproducts for a variety of applications, serving customers in the animal health and nutrition, environmental, industrial and plant protection industries. We acquired Osprey to gain access to Osprey’s microbial technology and developed products and expand our customer relationships. The business is included in the Animal Health segment.

We acquired assets used in Osprey’s business, including intellectual property, working capital and property, plant and equipment, for an aggregate cash payment of $54,549. The acquisition agreement included contingent consideration, with the payment amount to be determined based on Osprey’s financial performance for the year ending June 30, 2021. The payment will be no less than $4,840 and has no maximum limit. Total consideration of $62,102 included a $7,553 liability for the estimated contingent consideration, based on the expected financial performance of the Osprey business. During the three months ended June 30, 2020, we updated our expectations of the future financial performance of the business and adjusted the contingent consideration amount to the minimum value of $4,840. The adjustment of $2,988 was recorded as a reduction to selling, general and administrative expenses. In connection with the Osprey acquisition, we incurred acquisition-related transaction costs of $462 and $213 during the years ended June 30, 2020 and 2019, respectively; the costs are included in selling, general and administrative expenses.

We accounted for the acquisition as a business combination in accordance with FASB Accounting Standards Codification No. 805, Business Combinations. Pro forma information giving effect to the acquisition has not been provided because the results are not material to the consolidated financial statements. The fair values of the acquired assets and liabilities as of the acquisition date were:


Working capital, net	$	2,366
Property, plant and equipment		2,005
Definite-lived intangible assets		32,400
Goodwill		25,331
Net assets acquired	$	62,102

Definite-lived intangible assets include $18,900 for customer relationships, $12,200 for developed products and $1,300 for tradename. The definite-lived intangible assets will be amortized over periods ranging from 5 – 12 years. Goodwill represents the expected future benefits from the combination of Osprey’s business with Phibro. The amount of goodwill expected to be deductible for tax purposes is $25,331.