XML 32 R18.htm IDEA: XBRL DOCUMENT
v3.8.0.1

Business and Product Acquisitions | 12 Months Ended
--- | ---
Dec. 31, 2017
Business Combinations [Abstract] |
Business and Product Acquisitions | (8) Business and Product Acquisitions During 2017, the Company completed acquisitions with a total combined purchase consideration, net of cash acquired of $92,888 including cash paid at closing in the amount of $81,896 and deferred consideration of $10,992. At closing the Company recorded $12,814 related to tax matters associated with the acquisitions. The purchase price has been allocated as follows: product registrations and product rights $55,127, trade names and trademarks $9,500, customer relationships and customer lists $3,700, goodwill $22,184, working capital $14,679 and property, plant and equipment $512. Included in the detail above, the amounts allocated related to the products acquired from The Andersons, Adama and Syngenta are completed as at December 31, 2017. During 2017, the Company incurred approximately $937 of professional fees in connection with these transactions, which were expensed. Cash paid at closing was funded through our revolving line of credit. The assessment of purchase price allocation related to OHP and AgriCenter are preliminary as at December 31, 2017 and will be completed during 2018. The purchase price allocations are based on information available to management at the time the consolidated financial statements were prepared and reflect the best estimate of fair value. The fair value allocations are subject to change, which may be significant. The goodwill consists largely of acquired workforce, tax related matters and expected synergies arising from the acquisition. With regard to goodwill, $5,088 is expected to be deductible for income tax purposes, the balance is not expected to be deductible for income tax purposes. The Company considers that the acquisitions completed during 2017 are immaterial to the accompanying consolidated financial statements individually and material in aggregate. On January 13, 2017, the Company acquired from The Andersons, Inc. certain assets relating to proprietary formulations containing PCNB, chlorothalonil and propiconazole which are marketed under the name FFII and FFIII. The acquired assets included end use registrations. The acquired products were included in the Company’s consolidated statement of operations from the date of acquisition. On June 6, 2017, Amvac completed an acquisition of certain assets relating to the abamectin, chlorothalonil and paraquat product lines from a group of companies, including Adama Agricultural Solutions, Ltd. The consideration for the acquired assets was paid in cash and has been allocated to intangible assets and inventory. The acquired products were included in the Company’s consolidated statement of operations from the date of acquisition. On August 22, 2017, AMVAC BV, completed the acquisition of certain selective herbicides and contact fungicides including chlorothanonil, ametryn, and isopyrazam, sold in the Mexican agricultural market. The assets were purchased from Syngenta AG. The consideration for the acquired assets was paid in cash and has been allocated to intangible assets and inventory. The acquired products were included in the Company’s consolidated statement of operations from the date of acquisition. On October 2, 2017, the Company acquired substantially all of the assets of OHP, resulting in OHP becoming a wholly owned subsidiary of the Company whereby the Company gained greater access to distribution in the U.S. ornamental market. OHP is a leading provider of technology based pesticide solutions for greenhouse and nursery production applications throughout the United States and Puerto Rico. The consideration for the acquired assets was paid in cash and has been preliminarily allocated to working capital, property, plant and equipment, intangible assets, inventory and goodwill. The acquired business was included in the Company’s consolidated statement of operations from the date of acquisition. On October 27, 2017, AMVAC BV acquired 100% ownership in AgriCenter whereby the Company gained significant access and distribution to the Central American market. AgriCenter is centralized in Costa Rica with offices in six other Central American and Caribbean countries. AgriCenter is an agrochemical distribution company providing a range of services including bringing generic produced product as well as its own branded products to growers. The consideration for the acquired assets was paid in cash and has been preliminarily allocated to working capital, property, plant and equipment, intangible assets, inventory and goodwill. The acquired business was included in the Company’s consolidated statement of operations from the date of acquisition. The following unaudited pro forma information presents a summary of the Company’s combined results of operations for the years ended December 31, 2017 and 2016, as if the business acquisitions had occurred on January 1, 2016. The following pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transaction been effected on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons. Consequently, actual results will differ from the unaudited pro forma financial information.
|  | Year ended December 31 |
|  | 2017 |  |  | 2016 |
Pro forma net sales |  | $ | 458,793 |  |  | $ | 433,756 |
Pro forma net income |  |  | 24,540 |  |  |  | 17,614 |
Pro forma earnings per common share – basic |  |  | 0.84 |  |  |  | 0.61 |
Pro forma earnings per common share – assuming dilution |  |  | 0.83 |  |  |  | 0.60 |

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration