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Product and Business Acquisitions
12 Months Ended
Dec. 31, 2022
Business Combinations [Abstract]  
Product and Business Acquisitions

(8) Product and Business Acquisitions

During the year ended December 31, 2022, the Company did not complete any 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 assets $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, manufacturing capacity, 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:

 

Trade receivables

 

$

2,277

 

Inventory and other current assets

 

 

5,371

 

Property, plant, and equipment

 

 

5,141

 

Product registrations and product rights

 

 

50

 

Liabilities assumed

 

 

(4,886

)

Bargain

 

 

(4,828

)

Total

 

$

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 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:

 

Cash

 

$

16,997

 

Less cash acquired

 

 

(157

)

Contingent consideration

 

 

1,052

 

Total consideration

 

$

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:

 

Trade receivables

 

$

1,508

 

Inventory and other current assets

 

 

5,698

 

Property, plant, and equipment

 

 

73

 

Product registrations and product rights

 

 

8,327

 

Trade names and trademarks

 

 

351

 

Distribution agreements

 

 

3,584

 

Customer relationships and customer lists

 

 

386

 

Goodwill

 

 

4,618

 

Liabilities assumed

 

 

(6,653

)

Total consideration

 

$

17,892

 

 

The liabilities assumed include liabilities of $3,857 related to income tax matters.

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.