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Acquisition | 12 Months Ended
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Jun. 30, 2025
Acquisition |
Acquisition | 3. Acquisition ​ On October 31, 2024, the Company completed its acquisition of the medicated feed additives portfolio, certain water-soluble products and related assets from Zoetis, Inc (the “Acquisition"). The Acquisition was accounted for as a business combination under the acquisition method of accounting. The acquisition method requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. The determination of estimated fair value requires management to make significant estimates and assumptions. The results of operations of the Acquisition are included in our consolidated statements of operations from the date of acquisition and reported within the Animal Health segment. The Acquisition has expanded our medicated feed additives and water-soluble products category, advanced our planned existing product portfolio enhancement and diversified our species and product offerings, which complements our commercial operations and international infrastructure while expanding our global presence. The purchase price for the Acquisition was approximately $297.5 million ($286.5 million net of cash acquired), which was funded by Delayed Draw Term A-1 Loans and Delayed Draw Term A-2 Loans drawn on 2024 Credit Facilities (each as defined below in Note 6). The purchase and sale agreement underlying the transaction provides for closing working capital and other adjustments to be completed after the Acquisition. These adjustments were completed in May 2025. For the years ended June 30, 2025 and 2024, we recognized transaction costs related to the Acquisition of $13.3 million, and $6.4 million, respectively. These costs were primarily associated with financial advisory, legal and other professional services related to the Acquisition and are reflected within selling, general and administrative expenses in our consolidated statements of operations. The amount of revenue attributable to the Acquisition included in consolidated statements of operations for the twelve months ended June 30, 2025 is $208.2 million. Based on our current operational structure and the nature and mix of legal entities and assets acquired, we will not be able to complete a full cost identification and allocation assessment for activities related to the Acquisition. As a result, we are unable to accurately determine earnings or loss attributable to the Acquisition since the date of acquisition. ​ Since the initial measurement of the identified assets acquired and liabilities assumed, the Acquisition purchase price was adjusted for certain net working capital and other adjustments and progress was made in completing certain of our additional valuations and analyses. As such, we updated our initial allocation of the purchase price. Principal changes include: (i) decreasing the value of inventory to reflect final inventory receipts and net working capital adjustments; (ii) increasing the value attributed to property, plant and equipment primarily to reflect updated assumptions related to the estimated economic value of certain underlying assets; (iii) adjustments to other assets and accrued expenses and other liabilities primarily related to value-added taxes; and (iv) goodwill increasing the value attributed to a deferred tax liability (included in other noncurrent liabilities below) emanating from stepped up values for assets acquired in China. The following table summarizes the updated preliminary allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed at the date of the Acquisition. ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | Initial | ​ | ​ | Measurement | ​ | ​ | Updated
​ |  | ​ | Purchase Price Allocation | ​ | ​ | Period Changes | ​ | ​ | Purchase Price Allocation
Assets acquired: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash and cash equivalents | ​ | $ | 11,018 | ​ | $ | - | ​ | $ | 11,018
Accounts receivable, net | ​ | ​ | 350 | ​ | ​ | - | ​ | ​ | 350
Inventories, net | ​ | ​ | 149,316 | ​ | ​ | (10,335) | ​ | ​ | 138,981
Property, plant and equipment | ​ | ​ | 139,603 | ​ | ​ | 5,361 | ​ | ​ | 144,964
Other assets (1) | ​ | ​ | 24,048 | ​ | ​ | (10,840) | ​ | ​ | 13,208
Goodwill (2) | ​ | ​ | - | ​ | ​ | 4,948 | ​ | ​ | 4,948
Total fair value of assets acquired | ​ | ​ | 324,335 | ​ | ​ | (10,866) | ​ | ​ | 313,469
Liabilities assumed: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Accounts payable | ​ | ​ | 1,411 | ​ | ​ | - | ​ | ​ | 1,411
Accrued expenses and other current liabilities | ​ | ​ | 14,395 | ​ | ​ | (10,230) | ​ | ​ | 4,165
Other noncurrent liabilities | ​ | ​ | 6,686 | ​ | ​ | 3,660 | ​ | ​ | 10,346
Total fair value of liabilities assumed | ​ | ​ | 22,492 | ​ | ​ | (6,570) | ​ | ​ | 15,922
Fair value of net assets acquired | ​ | $ | 301,843 | ​ | $ | (4,296) | ​ | $ | 297,547
​
(1) | Includes current and noncurrent amounts.
(2) | Goodwill is reported within the Animal Health segment. Based on our preliminary assessment, an immaterial amount of the goodwill is currently expected to be deductible for tax purposes. Our assessment of the tax considerations regarding the Acquisition is not yet final and may be subject to change.
In the table above, the estimate of fair value of inventories, net was determined using the replacement cost method, which contemplates the costs to complete the manufacturing and sales process, a reasonable profit allowance from the sales process, and estimated holding costs. The cost basis of raw materials was determined to represent current replacement cost and therefore approximates fair value. The net fair value step-up adjustment to inventories of $7.6 million is being amortized to cost of sales as the inventory is sold to customers. The calculated value of the estimated step-up for inventory is preliminary, as management’s valuation of the Acquisition and its allocation of the purchase price consideration and other adjustments are still in progress. While we use our best estimates and assumptions, fair value estimates are inherently uncertain and subject to refinement. Accordingly, the inventory, net step-up is subject to change and could vary materially from the final purchase price allocation. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed. ​ Property, plant and equipment is composed of land, buildings, equipment (including machinery, equipment, furniture and fixtures, and computer equipment), and construction-in-progress. The estimate of fair value of property, plant and equipment was determined by the direct cost and indirect cost approaches, as applicable, depending on the nature of the asset. Of the acquired assets, $102.1 million of personal property (comprised of machinery and equipment) and $38.1 million of real property (comprised of buildings and improvements) were recorded. The amounts allocated to personal and real property are based on management’s estimates and assumptions, as well as other information compiled by management, including third party analysis and market data. The process for determining the direct cost or indirect cost approaches requires management to make estimates and assumptions, including reproduction cost new, physical deterioration, utilization, replacement cost new, base cost, and square footage. The step-up adjustment for property, plant and equipment of $43.5 million will be depreciated on a straight-line basis over the remaining useful life of the respective assets, which ranges from 1 year to 21 years. The calculated value of the estimated step-up for property, plant and equipment acquired is preliminary, as management’s valuation of the Acquisition and its allocation of the purchase price consideration and other adjustments are still in progress. While we use our best estimates and assumptions, fair value estimates are inherently uncertain and subject to refinement. Accordingly, the step-up to property, plant, and equipment is subject to change, and the final purchase price allocation may result in a different allocation for property, plant and equipment, net, as well as a difference in the remaining average useful life from what is presented in this paragraph. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed. ​ Pro Forma Results The following unaudited pro forma financial information presents the combined results of net sales and operating income of the Company as if the Acquisition had occurred as of July 1, 2023 and does not include any material non-recurring adjustments. The unaudited pro forma financial information is not necessarily indicative of what the Company’s net sales and operating income actually would have been had the Acquisition occurred at the beginning of each year presented. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of the combined company. The pro forma information does not include any potential revenue enhancements, cost synergies or other operating efficiencies that could result from the Acquisition. ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months | ​ | Twelve Months
For the Periods Ended June 30, |  | 2025 |  | 2024 |  | 2025 |  | 2024
Net sales | ​ | $ | 378,697 | ​ | $ | 359,921 | ​ | $ | 1,446,572 | ​ | $ | 1,402,984
Operating income | ​ | ​ | 33,718 | ​ | ​ | 46,082 | ​ | ​ | 153,863 | ​ | ​ | 125,303

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