PHIBRO ANIMAL HEALTH CORP - Quarter Report: 2022 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36410

Phibro Animal Health Corporation

(Exact name of registrant as specified in its charter)



Delaware	13-1840497
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

Glenpointe Centre East, 3rd Floor
300 Frank W. Burr Boulevard, Suite 21

Teaneck, New Jersey	07666-6712
(Address of Principal Executive Offices)	(Zip Code)

(201) 329-7300

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share		PAHC		Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 4, 2022, there were 20,337,574 shares of the registrant’s Class A common stock, par value $0.0001 per share, and 20,166,034 shares of the registrant’s Class B common stock, par value $0.0001 per share, outstanding.

Table of Contents

PHIBRO ANIMAL HEALTH CORPORATION

TABLE OF CONTENTS

		Page
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	3
	Consolidated Statements of Operations	3
	Consolidated Statements of Comprehensive Income	4
	Consolidated Balance Sheets	5
	Consolidated Statements of Cash Flows	6
	Consolidated Statements of Changes in Stockholders’ Equity	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32
SIGNATURES		33

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS


	Three Months
For the Periods Ended September 30	2022		2021

	(unaudited)
	(in thousands, except per share amounts)
Net sales	$	232,521	$	214,665
Cost of goods sold		163,875		149,987
Gross profit		68,646		64,678
Selling, general and administrative expenses		54,962		50,066
Operating income		13,684		14,612
Interest expense, net		3,067		2,889
Foreign currency losses, net		5,200		2,128
Income before income taxes		5,417		9,595
Provision for income taxes		1,561		3,061
Net income	$	3,856	$	6,534

Net income per share
basic and diluted	$	0.10	$	0.16
Weighted average common shares outstanding
basic and diluted		40,504		40,504

The accompanying notes are an integral part of these consolidated financial statements

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PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Three Months
For the Periods Ended September 30	2022		2021

	(unaudited)
	(in thousands)
Net income	$	3,856	$	6,534
Change in fair value of derivative instruments		7,105		(29)
Foreign currency translation adjustment		(4,143)		(6,964)
Unrecognized net pension gains		176		117
Provision for income taxes		(1,820)		(22)
Other comprehensive income (loss)		1,318		(6,898)
Comprehensive income (loss)	$	5,174	$	(364)

The accompanying notes are an integral part of these consolidated financial statements

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PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	September 30,		June 30,
As of	2022		2022

	(unaudited)
	(in thousands, except share and per share amounts)
ASSETS
Cash and cash equivalents	$	76,280	$	74,248
Short-term investments		10,000		17,000
Accounts receivable, net		142,728		166,537
Inventories, net		280,842		259,158
Other current assets		60,230		49,289
Total current assets		570,080		566,232
Property, plant and equipment, net		179,393		165,490
Intangibles, net		61,133		63,861
Goodwill		53,209		53,226
Other assets		84,563		82,890
Total assets	$	948,378	$	931,699
LIABILITIES AND STOCKHOLDERS' EQUITY
Current portion of long-term debt	$	15,420	$	15,000
Accounts payable		88,379		95,596
Accrued expenses and other current liabilities		68,700		80,236
Total current liabilities		172,499		190,832
Revolving credit facility		171,000		145,000
Long-term debt		280,738		272,925
Other liabilities		61,385		60,500
Total liabilities		685,622		669,257
Commitments and contingencies (Note 7)
Common stock, par value $0.0001 per share; 300,000,000 Class A shares authorized, 20,337,574 shares issued and outstanding at September 30, 2022, and June 30, 2022; 30,000,000 Class B shares authorized, 20,166,034 shares issued and outstanding at September 30, 2022, and June 30, 2022		4		4
Preferred stock, par value $0.0001 per share; 16,000,000 shares authorized, no shares issued and outstanding		—		—
Paid-in capital		135,803		135,803
Retained earnings		246,744		247,748
Accumulated other comprehensive loss		(119,795)		(121,113)
Total stockholders’ equity		262,756		262,442
Total liabilities and stockholders’ equity	$	948,378	$	931,699

The accompanying notes are an integral part of these consolidated financial statements

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PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Three Months
For the Periods Ended September 30	2022		2021

	(unaudited)
	(in thousands)
OPERATING ACTIVITIES
Net income	$	3,856	$	6,534
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization		8,450		7,854
Amortization of debt issuance costs		147		148
Deferred income taxes		(13)		(31)
Foreign currency losses, net		3,370		2,155
Other		(309)		70
Changes in operating assets and liabilities:
Accounts receivable, net		22,347		4,373
Inventories, net		(24,977)		(9,873)
Other current assets		(7,682)		14
Other assets		(31)		(741)
Accounts payable		(5,595)		514
Accrued expenses and other liabilities		(10,261)		(7,196)
Net cash (used in) provided by operating activities		(10,698)		3,821
INVESTING ACTIVITIES
Purchases of short-term investments		—		(32,000)
Maturities of short-term investments		7,000		19,000
Capital expenditures		(23,176)		(7,449)
Other, net		27		(217)
Net cash used in investing activities		(16,149)		(20,666)
FINANCING ACTIVITIES
Revolving credit facility borrowings		62,000		86,000
Revolving credit facility repayments		(36,000)		(71,000)
Proceeds from long-term debt		12,000		—
Payments of long-term debt		(3,750)		(1,875)
Debt issuance costs		(71)		—
Dividends paid		(4,860)		(4,860)
Net cash provided by financing activities		29,319		8,265
Effect of exchange rate changes on cash		(440)		(457)
Net increase (decrease) in cash and cash equivalents		2,032		(9,037)
Cash and cash equivalents at beginning of period		74,248		50,212
Cash and cash equivalents at end of period	$	76,280	$	41,175

The accompanying notes are an integral part of these consolidated financial statements

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PHIBRO ANIMAL HEALTH CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY


										Accumulated
										Other
	Shares of									Comprehensive
	Common	Common		Preferred		Paid-in		Retained		Income
	Stock	Stock		Stock		Capital		Earnings		(Loss)		Total

	(unaudited)
	(in thousands, except share and per share amounts)
As of June 30, 2022	40,503,608	$	4	$	—	$	135,803	$	247,748	$	(121,113)	$	262,442
Comprehensive income	—		—		—		—		3,856		1,318		5,174
Dividends declared ($0.12 per share)	—		—		—		—		(4,860)		—		(4,860)
As of September 30, 2022	40,503,608	$	4	$	—	$	135,803	$	246,744	$	(119,795)	$	262,756


										Accumulated
										Other
	Shares of									Comprehensive
	Common	Common		Preferred		Paid-in		Retained		Income
	Stock	Stock		Stock		Capital		Earnings		(Loss)		Total

	(unaudited)
	(in thousands, except share and per share amounts)
As of June 30, 2021	40,503,608	$	4	$	—	$	135,803	$	218,015	$	(115,293)	$	238,529
Comprehensive income (loss)	—		—		—		—		6,534		(6,898)		(364)
Dividends declared ($0.12 per share)	—		—		—		—		(4,860)		—		(4,860)
As of September 30, 2021	40,503,608	$	4	$	—	$	135,803	$	219,689	$	(122,191)	$	233,305

The accompanying notes are an integral part of these consolidated financial statements

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(unaudited)

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 and companion animals including poultry, swine, dairy and beef cattle, aquaculture and dogs. 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, 2022 and 2021, 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, 2022 (the “Annual Report”), filed with the Securities and Exchange Commission on August 24, 2022 (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, 2022, 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 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 to consolidate an entity requires consideration of majority voting interests, as well as effective control over the entity.

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, 2022, 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 dilutive common share equivalents. There were no common share equivalents in the periods included in the consolidated financial statements.


	Three Months
For the Periods Ended September 30	2022		2021
Net income	$	3,856	$	6,534

Weighted average number of shares – basic and diluted		40,504		40,504

Net income per share - basic and diluted	$	0.10	$	0.16

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

New Accounting Standards

Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance has established annual disclosure requirements over transactions with a government that are accounted for by applying a grant accounting model. The disclosures include the nature of the transactions and the related accounting policy used to account for the transactions, the line items and amounts included in the consolidated balance sheet and consolidated statement of operations, and the significant terms and conditions of the transactions, including commitments and contingencies. The disclosures are required for the annual periods beginning after December 15, 2021. We intend to include these disclosures for the year ending June 30, 2023.

ASU 2020-04 and 2021-01, Reference Rate Reform (Topic 848), provide optional expedients to GAAP guidance if certain criteria are met, for contracts, hedging relationships and derivative instruments that reference the London Interbank Offered Rate (“LIBOR”) planned to be discontinued by rate reform. In November 2022, we amended our 2021 Credit Agreement and intend to amend our 2020 interest rate swap agreement to replace LIBOR as the interest rate benchmark with the Secured Overnight Financing Rate (“SOFR”), as provided for under ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the SOFR Overnight Index Swap (OIS) Rate as a Benchmark for Hedge Accounting Purposes. We intend to apply the optional expedient to treat the amendment as a continuation of existing contracts during the three months ending December 31, 2022.

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 and companion animals including poultry, swine, beef and dairy cattle, aquaculture, and dogs. The products help prevent, control and treat diseases and support nutrition to help improve animal health and well-being. The animal health and mineral nutrition products are sold directly to integrated poultry, cattle, and swine integrators and through commercial animal feed manufacturers, wholesalers, distributors and veterinarians. 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 on 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. The MFAs and other category also include other antibacterial products and processing aids used in the ethanol fermentation industry.

●

Nutritional specialties: Nutritional specialty products enhance nutrition to help improve health and performance in areas such as immune system function and digestive health. We are also a developer, manufacturer and marketer of microbial products and bioproducts for a variety of applications serving animal health and nutrition, environmental, industrial and agricultural customers.

●

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

vaccine products, as well as adjuvants to vaccine manufacturers. We have also 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. Our 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 specialty ingredients for use in the personal care, industrial chemical and chemical catalyst industries.

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	2022		2021
Animal Health
MFAs and other	$	92,790	$	83,758
Nutritional specialties		39,054		35,997
Vaccines		23,015		21,249
Total Animal Health	$	154,859	$	141,004
Mineral Nutrition		59,646		54,432
Performance Products		18,016		19,229
Total	$	232,521	$	214,665

Net Sales by Region


	Three Months
For the Periods Ended September 30	2022		2021
United States	$	135,804	$	126,319
Latin America and Canada		52,246		42,660
Europe, Middle East and Africa		29,517		30,935
Asia Pacific		14,954		14,751
Total	$	232,521	$	214,665

Net sales by region are based on country of destination.

Deferred revenue was $1,601 and $2,051 as of September 30, 2022, and June 30, 2022, respectively. Accrued expenses and other current liabilities included $458 and $822 of the total deferred revenue as of September 30, 2022, and June 30, 2022, 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 exclude 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Interest Expense


	Three Months
For the Periods Ended September 30	2022		2021
Interest expense, net
Term loan	$	1,738	$	2,273
Revolving credit facility		1,809		599
Amortization of debt issuance costs		147		148
Other		1		45
Interest expense		3,695		3,065
Interest income		(628)		(176)
	$	3,067	$	2,889

Depreciation and Amortization


	Three Months
For the Periods Ended September 30	2022		2021
Depreciation and amortization
Depreciation of property, plant and equipment	$	6,051	$	5,714
Amortization of intangible assets		2,396		2,135
Amortization of other assets		3		5
	$	8,450	$	7,854

4. Balance Sheets—Additional Information


	September 30,		June 30,
As of	2022		2022
Inventories
Raw materials	$	94,943	$	87,030
Work-in-process		17,389		15,468
Finished goods		168,510		156,660
	$	280,842	$	259,158


	September 30,		June 30,
As of	2022		2022
Other assets
ROU operating lease assets	$	36,259	$	37,680
Deferred income taxes		5,453		5,849
Deposits		5,868		5,905
Insurance investments		6,012		5,984
Equity method investments		4,580		4,362
Derivative instruments		16,532		12,976
Debt issuance costs		1,342		1,436
Other		8,517		8,698
	$	84,563	$	82,890

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


	September 30,		June 30,
As of	2022		2022
Accrued expenses and other current liabilities
Employee related	$	26,646	$	34,278
Current operating lease liabilities		5,674		6,051
Commissions and rebates		6,128		7,125
Professional fees		4,529		5,493
Income and other taxes		6,598		7,211
Insurance-related		1,223		1,174
Other		17,902		18,904
	$	68,700	$	80,236


	September 30,		June 30,
As of	2022		2022
Other liabilities
Long-term operating lease liabilities	$	30,287	$	31,508
Long-term and deferred income taxes		11,584		9,264
Supplemental retirement benefits, deferred compensation and other		7,453		7,368
U.S. pension plan		1,791		1,793
International retirement plans		4,354		4,620
Other long-term liabilities		5,916		5,947
	$	61,385	$	60,500


	September 30,		June 30,
As of	2022		2022
Accumulated other comprehensive loss
Derivative instruments	$	27,996	$	20,891
Foreign currency translation adjustment		(123,177)		(119,034)
Unrecognized net pension losses		(24,032)		(24,208)
Provision for income taxes on derivative instruments		(7,057)		(5,281)
Benefit for income taxes on long-term intercompany investments		8,166		8,166
Provision for income taxes on net pension losses		(1,691)		(1,647)
	$	(119,795)	$	(121,113)

5. Debt

Term Loans and Revolving Credit Facilities

In April 2021, we entered into an amended and restated credit agreement (the “2021 Credit Agreement”) under which we have a term A loan in an aggregate initial principal amount of $300,000 (the “2021 Term A Loan”) and a revolving credit facility under which we can borrow up to an aggregate amount of $250,000, subject to the terms of the 2021 Credit Agreement (the “2021 Revolver” and together with the 2021 Term A Loan, the “2021 Credit Facilities”).

The 2021 Term A Loan is repayable in quarterly installments, with the balance payable at maturity. The 2021 Revolver contains a letter of credit facility. The interest rate per annum applicable to the loans under the 2021 Credit Facilities is based on a fluctuating rate of interest plus an applicable rate equal to 2.00%, 1.75% or 1.50%, in the case of LIBOR and Eurodollar rate loans and 1.00%, 0.75% or 0.50%, in the case of base rate loans; the applicable rates are based on the First Lien Net Leverage Ratio (as defined in the 2021 Credit Agreement). The 2021 Credit Facilities mature in April 2026.

The 2021 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-

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

quarter basis. The 2021 Credit Agreement contains an acceleration clause should an event of default (as defined in the 2021 Credit Agreement) occur. As of September 30, 2022, we were in compliance with the financial covenants.

As of September 30, 2022, we had $171,000 in borrowings drawn under the 2021 Revolver and had outstanding letters of credit of $2,479, leaving $76,521 available for further borrowings and letters of credit under the 2021 Revolver, subject to restrictions in our 2021 Credit Facilities. 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 converted the floating LIBOR portion of our interest obligation on that amount of debt to a fixed interest rate of 1.8325%. The agreement matured in June 2022. We designated the interest rate swap as a highly effective cash flow hedge. For additional details, see “Note 8 — 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 0.62%. In July 2022, this agreement increased to a notional principal amount of $300,000 through June 2025, and effectively converts the floating LIBOR portion of our interest obligation on $300,000 of debt to a fixed interest rate of 0.62%. We designated the interest rate swap as a highly effective cash flow hedge. For additional details, see “Note 8 — Derivatives.”

As of September 30, 2022, the interest rates for the 2021 Revolver and the 2021 Term A Loan were 4.56% and 2.37%, respectively. The weighted-average interest rates for the 2021 Revolver were 3.92% and 1.83% for the three months ended September 30, 2022 and 2021, respectively. The weighted-average interest rates for the 2021 Term A Loan were 2.37% and 2.98% for three months ended September 30, 2022 and 2021, respectively.

Other Long-Term Debt

In September 2022, we entered into a credit agreement (the “2022 Term Loan”) in the amount of $12,000, collateralized by certain facilities. The 2022 Term Loan matures in September 2027. The interest rate per annum applicable to the 2022 Term Loan is based on a fluctuating rate of interest, at the Company’s election from time to time, equal to either (i) one-month Adjusted SOFR plus 1.0%, or (ii) a base rate determined by reference to the greater of (a) the prime rate and (b) the Federal Funds Effective Rate plus 0.5%. The 2022 Term Loan is repayable in monthly installments of $35, with the balance payable at maturity. The initial interest rate was 5.37%.

Maturities of Long-Term Debt


	September 30,		June 30,
As of	2022		2022
2021 Term A Loan due April 2026	$	285,000	$	288,750
2022 Term Loan due September 2027		12,000		-
		297,000		288,750
Unamortized debt issuance costs		(842)		(825)
		296,158		287,925
Less: current maturities		(15,420)		(15,000)
	$	280,738	$	272,925

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

6. Related Party Transactions

Certain relatives of Jack C. Bendheim, our Chairman, President and Chief Executive Officer, provided services to the Company as employees or consultants and received aggregate compensation and benefits of approximately $780 and $829 during the three months ended September 30, 2022 and 2021, respectively. Mr. Bendheim has sole authority to vote shares of our stock owned by BFI Co., LLC, an investment vehicle of the Bendheim family.

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 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 on our experience, 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 Chemical 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. PAHC and Phibro-Tech have vigorously contested this position and have

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

asserted that the successor to the prior owner is required to indemnify Phibro-Tech for its potential liability and defense costs. Furthermore, several members of OPOG filed a complaint under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) 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, and the United States Department of Justice, on behalf of the EPA, sent Phibro-Tech and certain other PRPs a pre-litigation notice letter in August 2022 regarding potential CERCLA Sec. 107 cost recovery claims seeking unrecovered past costs related to the groundwater plume affected by the Omega Chemical Site, along with a declaration allocating liability for future costs. 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 $4,293 and $4,287 at September 30, 2022, and June 30, 2022, 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 various 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.

Development Agreements

We have entered into various licensing agreements for the development, manufacture and commercialization of certain companion animal products. Under the agreements, we may be liable for future payments upon the achievement of certain development milestones and as a percentage of net sales.

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 no longer is 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 “Note 9 — Fair Value Measurements.”

In July 2017, we entered into an interest rate swap agreement on the first $150,000 of notional principal that effectively converted the floating LIBOR portion of our interest obligation on that amount of debt to a fixed interest rate of 1.8325%. The

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

agreement matured in June 2022. 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 0.62%. The March 2020 agreement increased the notional principal amount of $300,000 beginning in June 2022 and is in effect through June 2025, and effectively converts the floating LIBOR portion of our interest obligation on $300,000 of debt to a fixed interest rate of 0.62%.

We have entered into foreign currency option contracts to hedge cash flows related to monthly inventory purchases. The individual option contracts mature monthly through August 2023. The forecasted inventory purchases are probable of occurring and the individual option contracts were designated as highly effective cash flow hedges.

The consolidated balance sheet includes the net fair values of our outstanding foreign currency option contracts within the respective line items, based on the net financial position and maturity date of the individual contracts. The consolidated balance sheet includes the net fair values of our outstanding interest rate swaps within the respective balance sheet line items, based on the expected timing of the cash flows. The consolidated balance sheet includes assets and liabilities for the fair values of outstanding derivatives that are designated and effective as cash flow hedges as follows:


	September 30,		June 30,
As of	2022		2022
Other current assets
Brazil Real options, net	$	434	$	498
Interest rate swaps		11,029		7,417
Other assets
Brazil Real options, net		—		104
Interest rate swaps		16,532		12,871
Total Fair Value
Brazil Real options, net		434		602
Interest rate swaps		27,561		20,288

Notional amounts of the derivatives as of the balance sheet date were:


	September 30,
As of	2022
Brazil Real call options	R$	58,000
Brazil Real put options	R$	(58,000)
Interest rate swaps	$	300,000

The consolidated statements of operations and statements of other comprehensive income (“OCI”) for the periods ended September 30, 2022 and 2021 included the effects of derivatives as follows:


	Three Months
For the Periods Ended September 30	2022		2021
Brazil Real options, net
Expense recorded in consolidated statements of operations	$	438	$	428
Consolidated statement of operations - total cost of goods sold	$	163,875	$	149,987
Expense recorded in OCI	$	168	$	767
Interest rate swaps
(Income) expense recorded in consolidated statements of operations	$	(1,211)	$	868
Consolidated statement of operations - total interest expense, net	$	3,067	$	2,889
Income recorded in OCI	$	(7,273)	$	(738)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We recognize gains and losses related to foreign currency derivatives as a component of cost of goods sold at the time the hedged item is sold. Inventory as of September 30, 2022, included realized net losses of $456 related to matured contracts. We anticipate the net losses included in inventory will be recognized in cost of goods sold within the next eighteen months.

9. Fair Value Measurements

Short-term investments

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. Assets and liabilities may be required to be measured at fair value on a non-recurring basis, either upon initial recognition or for subsequent accounting or reporting, including the initial recognition of net assets acquired in a business combination. These fair value measurements involve unobservable inputs that reflect estimates and assumptions that represent Level 3 inputs.

Fair Value of Assets (Liabilities)


As of	September 30, 2022						June 30, 2022
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Short-term investments	$	10,000	$	—	$	—	$	17,000	$	—	$	—
Foreign currency derivatives	$	—	$	434	$	—	$	—	$	602	$	—
Interest rate swaps	$	—	$	27,561	$	—	$	—	$	20,288	$	—

There were no transfers between levels during the periods presented.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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 includes 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, and (d) other expense or less other income, as separately reported on our consolidated statements of operations, including foreign currency (gains) losses, net and 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	2022		2021
Net sales
Animal Health	$	154,859	$	141,004
Mineral Nutrition		59,646		54,432
Performance Products		18,016		19,229
Total segments	$	232,521	$	214,665

Depreciation and amortization
Animal Health	$	6,911	$	6,420
Mineral Nutrition		655		639
Performance Products		442		419
Total segments	$	8,008	$	7,478
Adjusted EBITDA
Animal Health	$	26,964	$	27,637
Mineral Nutrition		5,297		4,533
Performance Products		2,364		2,138
Total segments	$	34,625	$	34,308
Reconciliation of income before income taxes to Adjusted EBITDA
Income before income taxes	$	5,417	$	9,595
Interest expense, net		3,067		2,889
Depreciation and amortization – Total segments		8,008		7,478
Depreciation and amortization – Corporate		442		376
Corporate costs		12,491		11,842
Foreign currency losses, net		5,200		2,128
Adjusted EBITDA – Total segments	$	34,625	$	34,308


	September 30,		June 30,
As of	2022		2022
Identifiable assets
Animal Health	$	650,436	$	654,862
Mineral Nutrition		93,988		87,379
Performance Products		50,926		39,490
Total segments		795,350		781,731
Corporate		153,028		149,968
Total	$	948,378	$	931,699

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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.

11. Subsequent Event

In November 2022, we amended our 2021 Credit Agreement to increase the revolving credit facility to a maximum of $310,000 from the previous $250,000. We also adopted SOFR as the reference for the fluctuating rate of interest on the 2021 Revolver, replacing the LIBOR reference rate. All other terms and conditions of the 2021 Credit Agreement were unchanged. We intend to amend the 2021 Term A Loan and the 2020 interest rate swap agreement to adopt SOFR as the interest rate benchmark during the three months ending December 31, 2022. We expect the interest rate swap to remain highly effective and will continue to apply hedge accounting.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

Our management’s discussion and analysis of financial condition and results of operations (“MD&A”) is provided to assist readers in understanding our performance, as reflected in the results of our operations, our financial condition and our cash flows. The following discussion summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and cash flows as of and for the periods presented below. This MD&A should be read in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Our future results could differ materially from our historical performance as a result of various factors such as those discussed in “Risk Factors” in Item 1A of our Annual Report and “Forward-Looking Statements.”

Overview of our business

Phibro Animal Health Corporation is a global diversified animal health and mineral nutrition company. We develop, manufacture and market a broad range of products for food and companion animals including poultry, swine, beef and dairy cattle, aquaculture, and dogs. Our products help prevent, control and treat diseases, and support nutrition to help improve health and well-being. In addition to animal health and mineral nutrition products, we manufacture and market specific ingredients for use in the personal care, industrial chemical and chemical catalyst industries.

Armed Conflict between Russia and Ukraine

In response to the armed conflict between Russia and Ukraine that began in February 2022, we and our employees have provided support to Ukraine in the form of monetary donations, free products and humanitarian services. Our limited intent for the Russian market is to continue to provide medicines and vaccines, and related regulatory and technical support, to help existing customers combat disease challenges in the production of food animals on their farms. We have no production or direct distribution operations and no planned investments in Russia.

Since the conflict began, the United States and other North Atlantic Treaty Organization (“NATO”) member states, as well as non-member states, announced targeted economic sanctions on Russia, including certain Russian citizens and enterprises. The continuation of the conflict may trigger additional economic and other sanctions, as well as broader military conflict. The potential impacts of any resulting bans, sanctions, boycotts or broader military conflicts on our business is uncertain at the current time due to the fluid nature of the conflict. The potential impacts could include supply chain and logistics disruptions, macroeconomic impacts resulting from the exclusion of Russian financial institutions from the global banking system, volatility in foreign exchange rates and interest rates, inflationary pressures on raw materials and energy as well as heightened cybersecurity threats. Our annual sales to Russia and Ukraine represent approximately 1% of consolidated net sales.

We cannot know if the conflict could escalate and result in broader economic and security concerns that could adversely affect our business, financial condition, or results of operations.

Effects of the COVID-19 pandemic

The global food and animal production industry has experienced demand disruption, production impacts, price volatility and currency volatility in international markets due to the COVID-19 pandemic. The situation surrounding the COVID-19 pandemic remains fluid. We are unable to predict the future impact of COVID-19 on the economies where we manufacture and/or sell our products. We continue to evaluate the nature and extent of the effects of COVID-19 on our business, consolidated results of operations, financial condition and liquidity. For additional considerations and risks associated with COVID-19 on our business, see “Risk Factors” in Item 1A of our Annual Report.

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Regulatory Developments

In April 2016, the Food and Drug Administration (“FDA”) began initial steps to withdraw approval of carbadox (the active ingredient in our Mecadox product) via a regulatory process known as a Notice of Opportunity for Hearing (“NOOH”), due to concerns that certain residues from the product may persist in animal tissues for longer than previously determined. In the years following, Phibro has continued an ongoing process of responding collaboratively and transparently to the FDA’s Center for Veterinary Medicine (“CVM”) inquiries and has provided extensive and meticulous research and data that confirmed the safety of carbadox. In July 2020, the FDA announced it would not proceed to a hearing on the scientific concerns raised in the 2016 NOOH, consistent with the normal regulatory procedure, but instead announced that it was withdrawing the 2016 NOOH and issuing a proposed order to review the regulatory method for carbadox. Phibro reiterated the safety of carbadox and the appropriateness of the regulatory method and offered to work with the CVM to generate additional data to support the existing regulatory method or select a suitable alternative regulatory method.

In the event the FDA continues to assert that carbadox should be removed from the market, we will argue that we are entitled to and expect to have a full evidentiary hearing on the merits before an administrative law judge. Should we be unable to successfully defend the safety of the product, the loss of carbadox sales will have an adverse effect on our financial condition and results of operations. Sales of Mecadox (carbadox) for the twelve months ended September 30, 2022, were $20 million. As of the date of this Quarterly Report on Form 10-Q, Mecadox continues to be available for use by swine producers. For additional information, see also “Business – Compliance with Government Regulations – United States – Carbadox” and “Business – Compliance with Government Regulations – Global policy and guidance” in Item 1 of our Annual Report.

Analysis of the consolidated statements of operations

Summary Results of Operations


	Three Months
For the Periods Ended September 30	2022			2021			Change

	(in thousands, except per share amounts and percentages)
Net sales	$	232,521		$	214,665		$	17,856	8	%
Gross profit		68,646			64,678			3,968	6	%
Selling, general and administrative expenses		54,962			50,066			4,896	10	%
Operating income		13,684			14,612			(928)	(6)	%
Interest expense, net		3,067			2,889			178	6	%
Foreign currency losses, net		5,200			2,128			3,072	*
Income before income taxes		5,417			9,595			(4,178)	(44)	%
Provision for income taxes		1,561			3,061			(1,500)	(49)	%
Net income	$	3,856		$	6,534		$	(2,678)	(41)	%

Net income per share
basic and diluted	$	0.10		$	0.16		$	(0.07)	(41)	%

Weighted average number of shares outstanding
basic and diluted		40,504			40,504

Ratio to net sales
Gross profit		29.5	%		30.1	%
Selling, general and administrative expenses		23.6	%		23.3	%
Operating income		5.9	%		6.8	%
Income before income taxes		2.3	%		4.5	%
Net income		1.7	%		3.0	%
Effective tax rate		28.8	%		31.9	%

Certain amounts and percentages may reflect rounding adjustments.

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*	Calculation not meaningful

Net sales, Adjusted EBITDA and reconciliation of GAAP net income to Adjusted EBITDA

We report Net sales and Adjusted EBITDA by segment to understand the operating performance of each segment. This enables us to monitor changes in net sales, costs and other actionable operating metrics at the segment level. See “—General description of non-GAAP financial measures.”

Segment net sales and Adjusted EBITDA:


	Three Months
For the Periods Ended September 30	2022			2021			Change

Net sales	(in thousands, except percentages)
MFAs and other	$	92,790		$	83,758		$	9,032	11	%
Nutritional specialties		39,054			35,997			3,057	8	%
Vaccines		23,015			21,249			1,766	8	%
Animal Health		154,859			141,004			13,855	10	%
Mineral Nutrition		59,646			54,432			5,214	10	%
Performance Products		18,016			19,229			(1,213)	(6)	%
Total	$	232,521		$	214,665		$	17,856	8	%

Adjusted EBITDA
Animal Health	$	26,964		$	27,637		$	(673)	(2)	%
Mineral Nutrition		5,297			4,533			764	17	%
Performance Products		2,364			2,138			226	11	%
Corporate		(12,491)			(11,842)			(649)	5	%
Total	$	22,134		$	22,466		$	(332)	(1)	%

Adjusted EBITDA ratio to segment net sales
Animal Health		17.4	%		19.6	%
Mineral Nutrition		8.9	%		8.3	%
Performance Products		13.1	%		11.1	%
Corporate⁽¹⁾		(5.4)	%		(5.5)	%
Total⁽¹⁾		9.5	%		10.5	%

(1)	Reflects ratio to total net sales

The table below sets forth a reconciliation of net income, as reported under GAAP, to Adjusted EBITDA:


	Three Months
For the Periods Ended September 30	2022		2021		Change

	(in thousands, except percentages)
Net income	$	3,856	$	6,534	$	(2,678)	(41)	%
Interest expense, net		3,067		2,889		178	6	%
Provision for income taxes		1,561		3,061		(1,500)	(49)	%
Depreciation and amortization		8,450		7,854		596	8	%
EBITDA		16,934		20,338		(3,404)	(17)	%
Foreign currency losses, net		5,200		2,128		3,072	*
Adjusted EBITDA	$	22,134	$	22,466	$	(332)	(1)	%

Certain amounts may reflect rounding adjustments.

* Calculation not meaningful

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Comparison of three months ended September 30, 2022 and 2021

Net sales

Net sales of $232.5 million for the three months ended September 30, 2022, increased $17.9 million, or 8%, as compared to the three months ended September 30, 2021. Animal Health and Mineral Nutrition increased $13.9 million and $5.2 million, respectively. Performance Products decreased $1.2 million.

Animal Health

Net sales of $154.9 million for the three months ended September 30, 2022, increased $13.9 million, or 10%. Net sales of MFAs and other increased $9.0 million, or 11%, primarily driven by increased sales of processing aids used in the ethanol fermentation industry. Net sales of nutritional specialty products increased $3.1 million, or 8%, due mostly to higher demand for dairy products. Net sales of vaccines increased $1.8 million, or 8%, due to increased domestic demand.

Mineral Nutrition

Net sales of $59.6 million for the three months ended September 30, 2022, increased $5.2 million, or 10%, primarily driven by higher average selling prices of trace minerals. The increase in average selling prices is correlated to the movement of the underlying raw material costs.

Performance Products

Net sales of $18.0 million for the three months ended September 30, 2022, decreased $1.2 million, or 6%, as a result of lower demand for copper-based products, partially offset by higher volumes of ingredients for personal care products and higher average selling prices of copper-based products.

Gross profit

Gross profit of $68.6 million for the three months ended September 30, 2022, increased $4.0 million, or 6%, as compared to the three months ended September 30, 2021. Gross margin decreased 60 basis points to 29.5% of net sales for the three months ended September 30, 2022, as compared to 30.1% for the three months ended September 30, 2021, due primarily to changes in product and geographical mix.

Animal Health gross profit increased $2.5 million, primarily driven by higher sales volume, offset by increased raw material and logistics costs. Mineral Nutrition gross profit increased $0.9 million, driven primarily by higher average selling prices, partially offset by an increase in raw material costs. Performance Products gross profit increased $0.5 million as a result of higher sales volumes of ingredients for personal care products, partially offset by increased raw material and production costs of copper-based products.

Selling, general and administrative expenses

Selling, general and administrative expenses (“SG&A”) of $55.0 million for the three months ended September 30, 2022, increased $4.9 million, or 10%, as compared to the three months ended September 30, 2021.

Animal Health SG&A increased $3.7 million, primarily due to an increase in the number of employees and employee-related costs. Mineral Nutrition and Performance Products SG&A increased $0.1 million and $0.3 million, respectively. Corporate costs increased by $0.8 million, driven by net changes in costs related to, but not limited to, employees, professional fees, technology and strategic investments.

Interest expense, net

Interest expense, net of $3.1 million for the three months ended September 30, 2022, increased by $0.2 million, as compared to the three months ended September 30, 2021, as a result of increased variable interest rates.

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Foreign currency losses, net

Foreign currency losses, net for the three months ended September 30, 2022, were $5.2 million, as compared to $2.1 million of net losses for the three months ended September 30, 2021. Current period losses were mostly driven by the movement of the Brazilian and Argentine currencies relative to the U.S. dollar.

Provision for income taxes

The provision for income taxes was $1.6 million and $3.1 million for the three months ended September 30, 2022 and 2021, respectively. The effective income tax rate was 28.8% and 31.9% for the three months ended September 30, 2022 and 2021, respectively. The current provision for income taxes was impacted by the final foreign tax credit regulations that went into effect on July 1, 2022. The provision for income taxes during the three months ended September 30, 2022, included a $0.9 million benefit related to exchange rate differences on intercompany dividends and a $0.2 million expense from changes in uncertain tax positions related to prior years. The effective income tax rate, without these items, would have been 42.8% for the three months ended September 30, 2022. The provision for income taxes during the three months ended September 30, 2021, included a $0.4 million expense resulting from changes in uncertain tax positions related to prior years. The effective income tax rate, without this expense, would have been 27.4% for the three months ended September 30, 2021.

Net income

Net income of $3.9 million for the three months ended September 30, 2022, decreased $2.7 million, as compared to net income of $6.5 million for the three months ended September 30, 2021. Operating income decreased $0.9 million, driven by higher SG&A, partially offset by favorable gross profit. The increase in gross profit was due to higher product demand and higher selling prices. Interest expense, net increased slightly and foreign currency losses, net increased $3.1 million. Income tax expense decreased by $1.5 million.

Adjusted EBITDA

Adjusted EBITDA of $22.1 million for the three months ended September 30, 2022, decreased $0.3 million, as compared to the three months ended September 30, 2021. Animal Health Adjusted EBITDA decreased $0.7 million due to higher SG&A, partially offset by higher revenue and gross profit. Mineral Nutrition Adjusted EBITDA increased $0.8 million, driven by increased gross profit. Performance Products Adjusted EBITDA increased $0.2 million due to a favorable sales mix, partially offset by increased SG&A. Corporate expenses increased $0.6 million, driven by net changes in costs related to, but not limited to, employees, professional fees, technology and strategic investments.

Analysis of financial condition, liquidity and capital resources

Net increase in cash and cash equivalents was:


	Three Months
For the Periods Ended September 30	2022		2021		Change

	(in thousands)
Cash provided by (used in):
Operating activities	$	(10,698)	$	3,821	$	(14,519)
Investing activities		(16,149)		(20,666)		4,517
Financing activities		29,319		8,265		21,054
Effect of exchange-rate changes on cash and cash equivalents		(440)		(457)		17
Net increase (decrease) in cash and cash equivalents	$	2,032	$	(9,037)	$	11,069

Certain amounts may reflect rounding adjustments.

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Net cash provided by operating activities was comprised of:


	Three Months
For the Periods Ended September 30	2022		2021		Change

	(in thousands)
EBITDA	$	16,934	$	20,338	$	(3,404)
Adjustments:
Foreign currency losses, net		5,200		2,128		3,072
Interest paid, net		(2,906)		(2,700)		(206)
Income taxes paid		(3,802)		(2,977)		(825)
Changes in operating assets and liabilities and other items		(26,124)		(12,968)		(13,156)
Net cash (used in) provided by operating activities	$	(10,698)	$	3,821	$	(14,519)

Certain amounts may reflect rounding adjustments.

Operating activities

Operating activities used $10.7 million of net cash for the three months ended September 30, 2022. Cash provided by net income and non-cash items, including depreciation and amortization, was $15.5 million. Cash used in the ordinary course of business for changes in operating assets and liabilities and other items was $26.2 million. Cash provided by receivables was $22.3 million as a result of quarterly variations in sales levels and a favorable reduction in days sales outstanding. Cash used for inventory was $25.0 million due to increased cost for raw material and production costs, forecasted future demand and internal production schedules. Other current assets used $7.7 million of cash, primarily due to prepayment of taxes and inventory. Accounts payable used $5.6 million of cash due to timing of purchases and payments. Accrued expenses and other liabilities used cash of $10.3 million primarily due to employee-related liabilities.

Investing activities

Investing activities used $16.1 million of net cash for the three months ended September 30, 2022. Capital expenditures totaled $23.2 million as we continued to invest in expanding production capacity and productivity improvements and included $15.0 million for the purchase of additional land and building at an operating facility. Maturities of our short-term investments provided $7.0 million in cash.

Financing activities

Financing activities provided $29.3 million of net cash for the three months ended September 30, 2022. Net borrowings on our 2021 Revolver provided $26.0 million. We paid $3.8 million in scheduled debt maturities. Proceeds from the 2022 Term Loan provided $12.0 million. We paid $4.9 million in dividends to holders of our Class A and Class B common stock.

Liquidity and capital resources

We believe our cash on hand, operating cash flows and financing arrangements, including the availability of borrowings under the 2021 Revolver and foreign credit lines, will be sufficient to support our ongoing cash needs. We are aware of the current and potential future effects of the macroeconomic market conditions in the financial markets. At this time, we expect adequate liquidity for at least the next twelve months. However, we can provide no assurance that our liquidity and capital resources will be adequate for future funding requirements. We believe we will comply with the terms of the covenants under the 2021 Credit Facilities and foreign credit lines based on our operating plan. In the event of adverse operating results and/or violation of covenants under the facilities, there can be no assurance we would be able to obtain waivers or amendments. Other risks to our meeting future funding requirements include global economic conditions and macroeconomic, business and financial disruptions that could arise, including those caused by COVID-19. There can be no assurance that a challenging economic environment or an economic downturn would not affect our

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liquidity or ability to obtain future financing or fund operations or investment opportunities. In addition, our debt covenants may restrict our ability to invest.

Certain relevant measures of our liquidity and capital resources follow:


	September 30,		June 30,
As of	2022		2022

	(in thousands, except ratios)
Cash and cash equivalents and short-term investments	$	86,280	$	91,248
Working capital		326,721		299,152
Ratio of current assets to current liabilities		3.08:1		2.70:1

We define working capital as total current assets (excluding cash and cash equivalents and short-term investments) less total current liabilities (excluding current portion of long-term debt). We calculate the ratio of current assets to current liabilities based on this definition.

As of September 30, 2022, we had $171.0 million in outstanding borrowings under the 2021 Revolver and had outstanding letters of credit and other commitments of $2.5 million, leaving $76.5 million available for further borrowings and letters of credit, subject to restrictions in our 2021 Credit Facilities. In November 2022, we increased the amount available under the 2021 Revolver by $60.0 million, subject to restrictions in our 2021 Credit Facilities.

We currently intend to pay quarterly dividends on our Class A and Class B common stock, subject to approval from the Board of Directors. Our Board of Directors declared a cash dividend of $0.12 per share on Class A and Class B common stock, payable on December 21, 2022. Our future ability to pay dividends will depend upon our results of operations, financial condition, capital requirements, our ability to obtain funds from our subsidiaries and other factors that our Board of Directors deems relevant. Additionally, the terms of our current and any future agreements governing our indebtedness could limit our ability to pay dividends or make other distributions.

As of September 30, 2022, our cash and cash equivalents and short-term investments included $81.1 million held by our international subsidiaries. There are no restrictions on cash distributions to PAHC from our international subsidiaries.

Contractual obligations

As of September 30, 2022, there were no material changes in payments due under contractual obligations from those disclosed in the Annual Report.

Off-balance sheet arrangements

We do not currently use off-balance sheet arrangements for the purpose of credit enhancement, hedging transactions, investment or other financial purposes.

In the ordinary course of business, we may indemnify our counterparties against certain liabilities that may arise. These indemnifications typically pertain to environmental matters. If the indemnified party were to make a successful claim pursuant to the terms of the indemnification, we would be required to reimburse the loss. These indemnifications generally are subject to certain restrictions and limitations.

General description of non-GAAP financial measures

Adjusted EBITDA

Adjusted EBITDA is an alternative view of performance used by management as our primary operating measure, and we believe that investors’ understanding of our performance is enhanced by disclosing this performance measure. We report Adjusted EBITDA to reflect the results of our operations prior to considering certain income statement elements. We have defined EBITDA as net income (loss) plus (i) interest expense, net, (ii) provision for income taxes or less benefit for income taxes, and (iii) depreciation

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and amortization. We have defined Adjusted EBITDA as EBITDA plus (a) (income) loss from, and disposal of, discontinued operations, (b) other expense or less other income, as separately reported on our consolidated statements of operations, including foreign currency gains and losses, and (c) certain items that we consider to be unusual, non-operational or non-recurring. The Adjusted EBITDA measure is not, and should not be viewed as, a substitute for GAAP reported net income.

The Adjusted EBITDA measure is an important internal measurement for us. We measure our overall performance on this basis in conjunction with other performance metrics. The following are examples of how our Adjusted EBITDA measure is utilized:

●

senior management receives a monthly analysis of our operating results that is prepared on an Adjusted EBITDA basis;

●

our annual budgets are prepared on an Adjusted EBITDA basis; and

●

other goal setting and performance measurements are prepared on an Adjusted EBITDA basis.

Despite the importance of this measure to management in goal setting and performance measurement, Adjusted EBITDA is a non-GAAP financial measure that has no standardized meaning prescribed by GAAP and, therefore, has limits in its usefulness to investors. Because of its non-standardized definition, Adjusted EBITDA, unlike GAAP net income, may not be comparable to the calculation of similar measures of other companies. Adjusted EBITDA is presented to permit investors to more fully understand how management assesses performance.

We also recognize that, as an internal measure of performance, the Adjusted EBITDA measure has limitations, and we do not restrict our performance management process solely to this metric. A limitation of the Adjusted EBITDA measure is that it provides a view of our operations without including all events during a period, such as the depreciation of property, plant and equipment or amortization of acquired intangibles, and does not provide a comparable view of our performance to other companies.

Certain significant items

Adjusted EBITDA is calculated prior to considering certain items. We evaluate such items on an individual basis. Such evaluation considers both the quantitative and the qualitative aspect of their unusual or non-operational nature. Unusual, in this context, may represent items that are not part of our ongoing business; items that, either as a result of their nature or size, we would not expect to occur as part of our normal business on a regular basis.

We consider acquisition-related activities and business restructuring costs related to productivity and cost saving initiatives, including employee separation costs, to be unusual items that we do not expect to occur as part of our normal business on a regular basis. We consider foreign currency gains and losses to be non-operational because they arise principally from intercompany transactions and are largely non-cash in nature.

New accounting standards

For discussion of new accounting standards, see “Notes to Consolidated Financial Statements—Summary of Significant Accounting Policies and New Accounting Standards.”

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Critical Accounting Policies

Critical accounting policies are those that require application of management’s most difficult, subjective and/or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Not all accounting policies require management to make difficult, subjective or complex judgments or estimates. In presenting our consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (GAAP), we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results that differ from our estimates and assumptions could have an unfavorable effect on our financial position and results of operations. Critical accounting policies include revenue recognition, business combinations, long-lived assets, goodwill, and income taxes.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical or current fact included in this report are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “outlook,” “potential,” “project,” “projection,” “plan,” “intend,” “seek,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” the negatives thereof and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated and projected earnings, revenues, costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives, strategies, or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected. Examples of such risks and uncertainties include:

●

the negative effects of a pandemic, epidemic, or outbreak of an infectious disease in humans, such as COVID-19, on our business, financial results, manufacturing facilities and supply chain, as well as our customers, protein processors and markets;

●

perceived adverse effects on human health linked to the consumption of food derived from animals that utilize our products could cause a decline in the sales of those products;

●

restrictions on the use of antibacterials in food-producing animals may become more prevalent;

●

the potential FDA withdrawal of approval of our Mecadox (carbadox) product;

●

a material portion of our sales and gross profits are generated by antibacterials and other related products;

●

competition in each of our markets from a number of large and small companies, some of which have greater financial, research and development (“R&D”), production and other resources than we have;

●

outbreaks of animal diseases could significantly reduce demand for our products;

●

our business may be negatively affected by weather conditions and the availability of natural resources;

●

climate change could have a material adverse impact on our operations and our customers’ businesses;

●

actions of regulatory bodies, including obtaining approvals related to the testing, manufacturing and marketing of certain of our products;

●

the continuing trend toward consolidation of certain customer groups as well as the emergence of large buying groups;

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●

our ability to control costs and expenses;

●

any unforeseen material loss or casualty;

●

misuse or extra-label use of our products;

●

exposure relating to rising costs and reduced customer income;

●

heightened competition, including those from generics and those deriving from advances in veterinary medical practices and animal health technologies;

●

unanticipated safety or efficacy concerns;

●

our dependence on suppliers having current regulatory approvals;

●

our raw materials are subject to price fluctuations and their availability can be limited;

●

natural and man-made disasters, including but not limited to fire, snow and ice storms, flood, hail, hurricanes and earthquakes;

●

business interruption from political and social instability, including crime, civil disturbance, terrorist activities, outbreaks of disease and pandemics and armed conflicts, such as the current armed conflict between Russia and Ukraine;

●

terrorist attacks, particularly attacks on or within markets in which we operate;

●

risks related to changes in tax rates and exposure;

●

our ability to successfully implement our strategic initiatives;

●

our reliance on the continued operation of our manufacturing facilities and application of our intellectual property;

●

adverse U.S. and international economic market conditions, including currency fluctuations;

●

failure of our product approval, R&D, acquisition and licensing efforts to generate new products;

●

the risks of product liability claims, legal proceedings and general litigation expenses;

●

the impact of current and future laws and regulatory changes, including risks related to the protection of our customers’ privacy and risks related to environmental, health and safety laws and regulations;

●

modification of foreign trade policy may harm our food animal product customers;

●

our dependence on our Israeli and Brazilian operations;

●

impact of increased or decreased inventory levels at our direct customers or channel distributors;

●

our substantial level of indebtedness and related debt-service obligations;

●

restrictions imposed by covenants in our debt agreements;

●

the risk of work stoppages; and

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●

other factors as described in “Risk Factors” in Item 1A of our Annual Report.

While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences we anticipate or affect us or our operations in the way we expect. The forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

In the normal course of operations, we are exposed to market risks arising from adverse changes in interest rates, foreign currency exchange rates and commodity prices. As a result, future earnings, cash flows and fair values of assets and liabilities are subject to uncertainty. We use, from time to time, foreign currency contracts and interest rate swaps as a means of hedging exposure to foreign currency risks and fluctuating interest rates, respectively. We do not utilize derivative instruments for trading or speculative purposes. We do not hedge our exposure to market risks in a manner that eliminates the effects of changing market conditions on earnings, cash flows and fair values. We monitor the financial stability and credit standing of our major counterparties.

For financial market risks related to changes in interest rates and foreign currency exchange rates, reference is made to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Qualitative and Quantitative Disclosures about Market Risk” section in the Annual Report and to the notes to the consolidated financial statements included therein. As of the date of this report, there were no material changes in the Company’s financial market risks from the risks disclosed in the Annual Report.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon that evaluation as of September 30, 2022, our Chief Executive Officer and Chief Financial Officer each concluded that, as of the end of such period, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter ended September 30, 2022.

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PART II—OTHER INFORMATION

Item 1.Legal Proceedings

Information required by this Item is incorporated herein by reference to “Notes to the Consolidated Financial Statements—Commitments and Contingencies” in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in the “Risk Factors” section in the Annual Report, which could materially affect our business, financial condition or future results.

There were no material changes in the Company’s risk factors from the risks disclosed in the Annual Report.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On November 8, 2022, the Company entered into Amendment No. 1 (the “First Amendment”) to our 2021 Credit Agreement (as amended by the First Amendment, the “Credit Agreement”) among the Company, certain of its subsidiaries acting as guarantors, Bank of America, N.A., as administrative agent, and each lender party thereto.

The First Amendment amends the 2021 Credit Agreement to, among other things: (i) increase the aggregate amount of commitments under the revolving credit facility to $310,000,000 and (ii) replace the London interbank offered rate (LIBOR) with the forward-looking term rate based on the secured overnight financing rate (SOFR) as the interest rate benchmark. The Company may continue, at its option, to also borrow revolving loans under the 2021 Credit Agreement that incur interest based on the Base Rate (as defined in the Credit Agreement). Other than as set forth above, there have been no changes to the terms and conditions of the 2021 Credit Agreement.

The foregoing is a summary of the terms of the First Amendment and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is attached as Exhibit 10.1, and is incorporated by reference herein.

The First Amendment has been included as an exhibit to this Quarterly Report on Form 10-Q to provide information regarding its terms. The First Amendment contains representations and warranties that the parties thereto made to the other parties thereto as of specific dates. The assertions embodied in the representations and warranties in the First Amendment were made solely for purposes of the contract among the respective parties, and each may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms thereof. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to shareholders or may have been used for the purpose of allocating risk among the parties rather than establishing matters as facts.

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Item 6.Exhibits


Exhibit 10.1		First Amendment to Amended and Restated Credit Agreement, among Phibro Animal Health Corporation, Bank of America, N.A. and each lender party thereto, dated as of November 8, 2022
Exhibit 31.1		Chief Executive Officer—Certification pursuant to Sarbanes-Oxley Act of 2002 Section 302
Exhibit 31.2		Chief Financial Officer—Certification pursuant to Sarbanes-Oxley Act of 2002 Section 302
Exhibit 32.1		Chief Executive Officer—Certification pursuant to Sarbanes-Oxley Act of 2002 Section 906
Exhibit 32.2		Chief Financial Officer—Certification pursuant to Sarbanes-Oxley Act of 2002 Section 906
Exhibit 101 .INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the XBRL document
Exhibit 101.SCH		Inline XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Phibro Animal Health Corporation

November 9, 2022	By:	/s/ Jack C. Bendheim
		Jack C. Bendheim
		Chairman, President and Chief Executive Officer

November 9, 2022	By:	/s/ Damian Finio
		Damian Finio
		Chief Financial Officer