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Product and Business Acquisitions | 12 Months Ended
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Dec. 31, 2021
Business Combinations [Abstract] |
Product and Business Acquisitions | (8) Product and Business Acquisitions The Company completed one product acquisition during the year ended December 31, 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: 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. The acquisition was accounted for as a business combination and resulted in a bargain gain. The purchase consideration was allocated as follows:
|  | Preliminary Allocation at December 31, 2020 |  |  | Adjustments to Fair Value recorded in 2021 |  |  | Final Allocation |
Trade receivables |  | $ | 2,358 |  |  | $ | (81 | ) |  | $ | 2,277 |
Inventory and other current assets |  |  | 5,133 |  |  |  | 238 |  |  |  | 5,371 |
Property, plant, and equipment |  |  | 5,004 |  |  |  | 137 |  |  |  | 5,141 |
Product registrations and product rights |  |  | 250 |  |  |  | (200 | ) |  |  | 50 |
Liabilities assumed |  |  | (4,963 | ) |  |  | 77 |  |  |  | (4,886 | )
Bargain |  |  | (4,657 | ) |  |  | (171 | ) |  |  | (4,828 | )
Total |  | $ | 3,125 |  |  | $ | — |  |  | $ | 3,125 |
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. The liabilities assumed include liabilities of $407 related to income tax matters. 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. The purchase price consideration was as follows:
|  | Preliminary Consideration at December 31, 2020 |  |  | Adjustments to Consideration recorded in 2021 |  |  | Final Consideration |
Cash |  | $ | 16,997 |  |  | $ | — |  |  | $ | 16,997 |
Less cash acquired |  |  | (157 | ) |  |  | — |  |  |  | (157 | )
Contingent consideration |  |  | 2,007 |  |  |  | (955 | ) |  |  | 1,052 |
Total consideration |  | $ | 18,847 |  |  | $ | (955 | ) |  | $ | 17,892 |
The fair value of the contingent consideration was estimated using a Monte Carlo Simulation. The acquisition was accounted for as a business combination and the purchase consideration was allocated as follows:
|  | Preliminary Allocation at December 31, 2020 |  |  | Adjustments to Fair Value recorded in 2021 |  |  | Final Allocation |
Trade receivables |  | $ | 1,508 |  |  | $ | — |  |  | $ | 1,508 |
Inventory and other current assets |  |  | 5,698 |  |  |  | — |  |  |  | 5,698 |
Property, plant, and equipment |  |  | 73 |  |  |  | — |  |  |  | 73 |
Product registrations and product rights |  |  | 6,395 |  |  |  | 1,932 |  |  |  | 8,327 |
Trade names and trademarks |  |  | 1,195 |  |  |  | (844 | ) |  |  | 351 |
Distribution agreements |  |  | — |  |  |  | 3,584 |  |  |  | 3,584 |
Customer relationships and customer lists |  |  | 632 |  |  |  | (246 | ) |  |  | 386 |
Goodwill |  |  | 8,672 |  |  |  | (4,054 | ) |  |  | 4,618 |
Liabilities assumed |  |  | (5,326 | ) |  |  | (1,327 | ) |  |  | (6,653 | )
Total consideration |  | $ | 18,847 |  |  | $ | (955 | ) |  | $ | 17,892 |
The liabilities assumed include liabilities of $3,857 related to income tax matters. During the year ended December 31, 2019, the Company completed three acquisitions: On January 10, 2019, the Company completed the acquisition of all outstanding shares of stock of two affiliated businesses, Agrovant and Defensive (subsequently merged to form AMVAC 3p), which are located in Jaboticabal in the state of Sao Paul, Brazil. At closing the Company paid cash consideration of $20,679, which was net of cash acquired of $981, deferred consideration of $3,051 including contingent consideration dependent on certain financial results for 2019, and liabilities assumed of $18,160, including liabilities of $9,111 related to income tax matters. These companies were founded in 2000 and are suppliers of crop protection products and micronutrients with focus on the fruit and vegetable market segments. The acquisition was accounted for as a business combination and the total asset value of $41,890 was allocated as follows: trade name $1,010, customer relationships $5,705, goodwill $22,652, working capital and fixed assets $9,139 and indemnification assets $3,384. The operating results of the acquired businesses are included in our consolidated statement of operations from the date of acquisition. The goodwill recognized is expected to be deductible for income tax purposes, subject to merging AMVAC do Brasil with AMVAC 3p. The two other acquisitions completed in 2019 related to product lines which were purchased for a total cash consideration at closing of $17,307, including transaction costs of $14. In addition, the Company assumed liabilities in the amount of $1,707. These acquisitions were accounted for as asset acquisitions because the Company did not acquire any substantive processes. The acquired assets consist of product rights $13,279, trade names $4,442, and inventory $1,293. Cash paid at closing for the asset acquisitions and business combinations was funded through our revolving line of credit. Pro-forma financial information is not included herein as the pro-forma impact of the acquisitions is not material.

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- 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://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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