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Product and Business Acquisitions
9 Months Ended
Sep. 30, 2021
Business Combinations [Abstract]  
Product and Business Acquisitions

21. Product and Business Acquisitions The Company completed one product acquisition during the three- and nine-months ended September 30, 2021. The acquisition was completed on July 1, 2021, for $10,000 in cash consideration. The acquisition was accounted for as an asset acquisition and the $10,000 in consideration was allocated as follows: product registrations and product rights $8,225, trade names and trademarks $1,650, and prepaid asset $125.       

During the year ended December 31, 2020, the Company completed two acquisitions in exchange for a total cash consideration at closing of $19,342, which was net of cash acquired of $1,970, and contingent consideration of $1,052, and the settlement of a net asset adjustment of $623. In addition, the Company assumed liabilities of $11,538 and recognized a bargain purchase gain in the amount of $4,829. The total asset value of $37,384 was allocated as follows: product rights $8,377, trade names $351, distribution agreements $3,584, customer relationships and customer list $386, goodwill $4,618, working capital and fixed assets $20,068. During the three- and nine-months ended September 30, 2021, the Company recorded an adjustment to increase the bargain purchase gain by the amount of $292 and $171, respectively. Further, the Company recorded the following allocation adjustments during the nine months ended September 30, 2021: decrease in contingent consideration $955, increase in product registrations and product rights $1,732, increase in distribution agreements $3,584, decrease in trade name and trademarks $843, decrease in customer relationships and customer lists $246, decrease in goodwill $4,054, an increase in working capital and property, plant and equipment of $295, and an increase in assumed liabilities of $1,250.

On October 2, 2020, the Company completed the acquisition of all outstanding stock of the Agrinos Group Companies (Agrinos), except for Agrinos AS. Agrinos has operating entities in the U.S., Mexico, India, Brazil, China, Ukraine, and Spain. Agrinos is a fully integrated biological input supplier with proprietary technology, internal manufacturing, and global distribution capabilities. At closing, the Company paid cash consideration of $3,125, which was net of cash acquired of $1,813, and liabilities assumed of $4,885, including liabilities of $407 related to income tax matters. The acquisition was accounted for as a business combination and resulted in a bargain purchase gain of $4,829 (including an increase of $292 and $171 recorded during the three- and nine- months ended September 30, 2021, respectively). The total asset value of $12,839 was allocated as follows: working capital $7,648 (including trade receivables of $2,277), property, plant and equipment of $5,141, and product registrations and product rights of $50. Agrinos was acquired out of bankruptcy. This provided the Company with an opportunity to acquire Agrinos at an advantageous purchase price which was below the fair value of Agrinos’ net assets acquired, resulting in the above-mentioned bargain purchase gain.

On October 8, 2020, the Company completed the acquisition of all outstanding stock of AgNova Technologies Pty Ltd (“AgNova”). AgNova is an Australian entity that sources, develops, and distributes specialty crop protection and production solutions for agricultural and horticultural producers, and for selected non-crop users. At closing, the Company paid cash consideration of $16,217, which was net of cash acquired of $157, contingent consideration dependent on certain financial results of $1,052, the settlement of a net asset adjustment of $623, and liabilities assumed of $6,653, including liabilities of $3,857 related to income tax matters. The fair value of the contingent consideration of $1,052 was estimated using a Monte Carlo Simulation. The acquisition was accounted for as a business combination and the total asset value of $24,545 was allocated as follows: product registrations and product rights $8,327, distribution agreements $3,584, trade names and trademarks $351, customer relationships and customer lists $386, goodwill $4,618, which is non-deductible for tax purposes, working capital $7,206, including trade receivables of $1,508, and equipment $73. The allocation includes the following adjustments recorded during the nine months ended September 30, 2021, that were made based on a valuation report: decrease in contingent consideration $955, increase in product registrations and product rights $1,932, increase in distribution agreements $3,584, decrease in trade name and trademarks $843, decrease in customer relationships and customer lists $246, decrease in goodwill $4,054, and an increase in income tax liabilities $1,328. No adjustments were recorded during the three months ended September 30, 2021.