Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 27, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36316 | |
Entity Registrant Name | AgroFresh Solutions, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-4007249 | |
Entity Address, Address Line One | 510-530 Walnut Street, Suite 1350 | |
Entity Address, City or Town | Philadelphia | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19106 | |
City Area Code | 267 | |
Local Phone Number | 317-9139 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | AGFS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 52,344,685 | |
Entity Central Index Key | 0001592016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 43,322 | $ 50,030 |
Accounts receivable, net of allowance for doubtful accounts of $2,205 and $2,061, respectively | 59,289 | 63,204 |
Inventories | 21,334 | 24,579 |
Other current assets | 23,431 | 17,219 |
Total Current Assets | 147,376 | 155,032 |
Property and equipment, net | 11,941 | 12,432 |
Goodwill | 6,569 | 6,925 |
Intangible assets, net | 557,386 | 589,201 |
Deferred income tax assets | 8,523 | 9,699 |
Other assets | 11,010 | 12,494 |
TOTAL ASSETS | 742,805 | 785,783 |
Current Liabilities: | ||
Accounts payable | 14,255 | 19,634 |
Current portion of long-term debt | 3,326 | 3,378 |
Income taxes payable | 3,259 | 3,471 |
Accrued expenses and other current liabilities | 28,270 | 25,976 |
Total Current Liabilities | 49,110 | 52,459 |
Long-term debt | 254,596 | 264,491 |
Other noncurrent liabilities | 6,443 | 6,432 |
Deferred income tax liabilities | 38,336 | 37,834 |
Total Liabilities | 348,485 | 361,216 |
Commitments and contingencies (see Note 20) | ||
Series B convertible preferred stock, par value $0.0001; 150 shares authorized and designated and 145 shares outstanding at September 30, 2021, and 150 shares authorized, designated and outstanding at December 31, 2020 | 147,008 | 143,728 |
Redeemable non-controlling interest | 8,005 | 8,446 |
Stockholders’ Equity: | ||
Common stock, par value $0.0001; 400,000 shares authorized, 53,000 and 53,092 shares issued and 52,339 and 52,431 outstanding at September 30, 2021 and December 31, 2020, respectively | 5 | 5 |
Preferred stock, par value $0.0001; 0.001 share authorized and outstanding at September 30, 2021 and December 31, 2020 | 0 | 0 |
Treasury stock, par value $0.0001; 661 shares at September 30, 2021 and December 31, 2020 | (3,885) | (3,885) |
Additional paid-in capital | 535,612 | 552,776 |
Accumulated deficit | (252,188) | (244,836) |
Accumulated other comprehensive loss | (40,237) | (31,667) |
Total Stockholders' Equity | 239,307 | 272,393 |
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY | $ 742,805 | $ 785,783 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 2,205 | $ 2,061 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 53,000,000 | 53,092,000 |
Common stock, shares outstanding (in shares) | 52,339,000 | 52,431,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1 | 1 |
Preferred stock, shares outstanding (in shares) | 1 | 1 |
Series B Convertible Stock | ||
Series B convertible preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Series B convertible preferred stock, shares authorized (in shares) | 150,000 | 150,000 |
Series B convertible preferred stock, shares issued (in shares) | 150,000 | 150,000 |
Series B convertible preferred stock, shares outstanding (in shares) | 145,000 | 150,000 |
Treasury Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Treasury stock (in shares) | 661,000 | 661,000 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Net sales | $ 49,178 | $ 52,770 | $ 110,094 | $ 105,775 |
Cost of sales (excluding amortization, shown separately below) | 15,035 | 13,511 | 32,453 | 28,492 |
Gross Profit | 34,143 | 39,259 | 77,641 | 77,283 |
Research and development expenses | 3,329 | 2,852 | 10,123 | 8,389 |
Selling, general and administrative expenses | 12,282 | 13,494 | 39,453 | 39,925 |
Amortization of intangibles | 10,830 | 10,973 | 32,092 | 32,866 |
Grant income | 0 | 0 | 0 | (2,974) |
Operating income (loss) | 7,702 | 11,940 | (4,027) | (923) |
Other (expense) income | (299) | 96 | 14,053 | 1,596 |
Debt modification and extinguishment expenses | 0 | (5,028) | 0 | (5,028) |
(Loss) gain on foreign currency exchange | (918) | 1,390 | 436 | 2,466 |
Interest expense, net | (5,465) | (4,922) | (16,571) | (18,401) |
Income (loss) before income taxes | 1,020 | 3,476 | (6,109) | (20,290) |
Income taxes expense | 208 | 33,214 | 2,175 | 30,013 |
Net income (loss) including non-controlling interest | 812 | (29,738) | (8,284) | (50,303) |
Less: Net (loss) income attributable to non-controlling interests | (182) | 315 | (441) | 348 |
Net income (loss) attributable to AgroFresh Solutions, Inc. | 994 | (30,053) | (7,843) | (50,651) |
Less: Dividends on convertible preferred stock | 6,248 | 4,400 | 18,580 | 4,400 |
Net loss attributable to AgroFresh Solutions, Inc. common stockholders | $ (5,254) | $ (34,453) | $ (26,423) | $ (55,051) |
Loss per share of common shares: | ||||
Basic (in dollars per share) | $ (0.10) | $ (0.68) | $ (0.51) | $ (1.08) |
Diluted (in dollars per share) | $ (0.10) | $ (0.68) | $ (0.51) | $ (1.08) |
Weighted average shares of common stock outstanding: | ||||
Basic (in shares) | 51,583,000 | 51,002,000 | 51,323,000 | 50,766,000 |
Diluted (in shares) | 51,583,000 | 51,002,000 | 51,323,000 | 50,766,000 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 812 | $ (29,738) | $ (8,284) | $ (50,303) |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustments | (2,413) | 296 | (8,570) | (8,389) |
Unrealized gain (loss) on hedging activity, net of tax of $—, $61, $— and ($81), respectively | 0 | 229 | 0 | (304) |
Recognition of gain on hedging activity reclassified to net loss, net of tax of $—, ($239), $— and ($398), respectively | 0 | (858) | 0 | (1,411) |
Comprehensive loss, net of tax | $ (1,601) | $ (30,071) | $ (16,854) | $ (60,407) |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized gain on hedging activity, tax expense (benefit) | $ 0 | $ 61 | $ 0 | $ (81) |
Realized gain on hedging activity reclassified to net loss, tax | $ 0 | $ (239) | $ 0 | $ (398) |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Preferred Stock | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Gain (Loss) |
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 51,840 | |||||
Beginning balance at Dec. 31, 2019 | $ 333,686 | $ 0 | $ 5 | $ (3,885) | $ 560,890 | $ (192,264) | $ (31,060) |
Increase (Decrease) in Stockholders' Equity | |||||||
Stock-based compensation | 2,473 | 2,473 | |||||
Issuance of stock, net of forfeitures (in shares) | (1,179) | ||||||
Shares withheld for taxes (in shares) | (48) | ||||||
Shares withheld for taxes | (239) | (239) | |||||
Issuance of common stock under employee stock purchase plan (in shares) | 84 | ||||||
Issuance of common stock under employee stock purchase plan | 197 | 197 | |||||
Convertible preferred dividend | (4,400) | (4,400) | |||||
Adjustment of NCI to redemption value | (1,205) | 1,205 | |||||
Net loss attributable to AgroFresh Solutions, Inc. | (50,651) | (50,651) | |||||
Comprehensive loss | (10,104) | (10,104) | |||||
Ending balance (in shares) at Sep. 30, 2020 | 0 | 53,055 | |||||
Ending balance at Sep. 30, 2020 | 270,962 | $ 0 | $ 5 | (3,885) | 557,716 | (241,710) | (41,164) |
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 51,840 | |||||
Beginning balance at Dec. 31, 2019 | 333,686 | $ 0 | $ 5 | (3,885) | 560,890 | (192,264) | (31,060) |
Increase (Decrease) in Stockholders' Equity | |||||||
Adjustment of NCI to redemption value | 1,139 | ||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | 53,092 | |||||
Ending balance at Dec. 31, 2020 | 272,393 | $ 0 | $ 5 | (3,885) | 552,776 | (244,836) | (31,667) |
Beginning balance (in shares) at Jun. 30, 2020 | 0 | 52,875 | |||||
Beginning balance at Jun. 30, 2020 | 304,895 | $ 0 | $ 5 | (3,885) | 562,072 | (212,466) | (40,831) |
Increase (Decrease) in Stockholders' Equity | |||||||
Stock-based compensation | 872 | 872 | |||||
Issuance of stock, net of forfeitures (in shares) | (187) | ||||||
Shares withheld for taxes (in shares) | (7) | ||||||
Shares withheld for taxes | (19) | (19) | |||||
Convertible preferred dividend | (4,400) | (4,400) | |||||
Adjustment of NCI to redemption value | (809) | 809 | |||||
Net loss attributable to AgroFresh Solutions, Inc. | (30,053) | (30,053) | |||||
Comprehensive loss | (333) | (333) | |||||
Ending balance (in shares) at Sep. 30, 2020 | 0 | 53,055 | |||||
Ending balance at Sep. 30, 2020 | 270,962 | $ 0 | $ 5 | (3,885) | 557,716 | (241,710) | (41,164) |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 53,092 | |||||
Beginning balance at Dec. 31, 2020 | 272,393 | $ 0 | $ 5 | (3,885) | 552,776 | (244,836) | (31,667) |
Increase (Decrease) in Stockholders' Equity | |||||||
Stock-based compensation | 2,031 | 2,031 | |||||
Issuance of stock, net of forfeitures (in shares) | 53 | ||||||
Shares withheld for taxes (in shares) | (131) | ||||||
Shares withheld for taxes | (287) | (287) | |||||
Issuance of common stock under employee stock purchase plan (in shares) | 92 | ||||||
Issuance of common stock under employee stock purchase plan | 163 | 163 | |||||
Convertible preferred dividend | (18,580) | (18,580) | |||||
Adjustment of NCI to redemption value | 491 | (491) | 491 | ||||
Net loss attributable to AgroFresh Solutions, Inc. | (7,843) | (7,843) | |||||
Comprehensive loss | (8,570) | (8,570) | |||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 53,000 | |||||
Ending balance at Sep. 30, 2021 | 239,307 | $ 0 | $ 5 | (3,885) | 535,612 | (252,188) | (40,237) |
Beginning balance (in shares) at Jun. 30, 2021 | 0 | 52,806 | |||||
Beginning balance at Jun. 30, 2021 | 246,046 | $ 0 | $ 5 | (3,885) | 541,185 | (253,435) | (37,824) |
Increase (Decrease) in Stockholders' Equity | |||||||
Stock-based compensation | 949 | 949 | |||||
Issuance of stock, net of forfeitures (in shares) | (204) | ||||||
Shares withheld for taxes (in shares) | (10) | ||||||
Shares withheld for taxes | (21) | (21) | |||||
Convertible preferred dividend | (6,248) | (6,248) | |||||
Adjustment of NCI to redemption value | (253) | 253 | |||||
Net loss attributable to AgroFresh Solutions, Inc. | 994 | 994 | |||||
Comprehensive loss | (2,413) | (2,413) | |||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 53,000 | |||||
Ending balance at Sep. 30, 2021 | $ 239,307 | $ 0 | $ 5 | $ (3,885) | $ 535,612 | $ (252,188) | $ (40,237) |
UNAUDITED CONDENSED CONSOLIDA_7
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (8,284) | $ (50,303) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 34,122 | 34,775 |
Stock-based compensation | 2,031 | 2,473 |
Amortization of deferred financing costs | 1,772 | 2,342 |
Interest income on interest rate swap | 0 | (1,809) |
Deferred income taxes | 1,198 | 25,443 |
Provision (benefit) for bad debts | 216 | (124) |
Loss on sales of property and equipment | 55 | 155 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 906 | (4,297) |
Inventories | 2,322 | (2,281) |
Prepaid expenses and other current assets | (7,799) | (6,784) |
Accounts payable | (4,443) | (1,274) |
Accrued expenses and other liabilities | 3,103 | 2,344 |
Income taxes payable | (40) | 2,846 |
Other assets and liabilities | 801 | (3,865) |
Net cash provided by (used in) operating activities | 25,960 | (359) |
Cash flows from investing activities: | ||
Capital expenditures | (2,894) | (2,131) |
Net cash used in investing activities | (2,894) | (2,131) |
Cash flows from financing activities: | ||
Repayment of long-term debt | (11,581) | (131,599) |
Payment of preferred dividends | (9,970) | (2,200) |
Payment for redemption of convertible preferred stock | (5,330) | 0 |
Net proceeds from issuance of convertible preferred stock | 0 | 145,490 |
Costs associated with issuance of convertible preferred stock | 0 | (7,006) |
Proceeds from long-term debt | 0 | 2,042 |
Payment of deferred financing costs | 0 | (7,988) |
Proceeds from issuance of stock under employee stock purchase plan | 163 | 259 |
Net cash used in financing activities | (26,718) | (1,002) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (3,056) | (1,176) |
Net decrease in cash and cash equivalents | (6,708) | (4,668) |
Cash and cash equivalents, beginning of period | 50,030 | 29,817 |
Cash and cash equivalents, end of period | 43,322 | 25,149 |
Cash paid for: | ||
Cash paid for interest | 14,822 | 18,381 |
Cash paid for income taxes | 4,560 | 1,733 |
Supplemental schedule of non-cash investing and financing activities: | ||
Accrued purchases of property and equipment | $ 116 | $ 146 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business AgroFresh Solutions, Inc. (the “Company”) is a global leader in delivering innovative food preservation and waste prevention solutions for fresh produce. The Company is empowering the food industry with a range of integrated solutions designed to help growers, packers and retailers improve produce freshness and quality while reducing waste. The Company has an extensive portfolio of solutions to extend freshness across the produce supply chain from near-harvest up to the point-of-sale. These include Harvista TM for near-harvest optimization and the SmartFresh TM Quality System, the Company's flagship post-harvest freshness solutions. Additional post-harvest freshness solutions include fungicides that can be applied to meet various customer operational requirements in both foggable (ActiMist TM ) and liquid (ActiSeal TM ) delivery options. The Company has a controlling interest in Tecnidex Fruit Protection, S.A. (“Tecnidex”), a leading regional provider of post-harvest fungicides, disinfectants, coatings and packinghouse equipment for the citrus market and other crops. Beyond apples and pears, SmartFresh technology can provide ready-to-eat freshness for other fruits and vegetables including avocados, bananas, melons, tomatoes, broccoli and mangos. Additionally, LandSpring TM eases transplant shock for higher potential yields, and RipeLock TM is the Company's modified atmosphere packaging technology for fruits and vegetables. The Company has key products registered in approximately 50 countries and supports customers by protecting over 25,000 storage rooms globally. The end-markets that the Company serves are seasonal and are generally aligned with the seasonal growing patterns of the Company’s customers. For those customers growing, harvesting or storing apples and pears, the Company’s core crops, the peak season in the southern hemisphere is the first and second quarters of each year, while the peak season in the northern hemisphere is the third and fourth quarters of each year. Within each half-year period (i.e., January through June for the southern hemisphere, and July through December for the northern hemisphere) the growing season has historically occurred during both quarters. A variety of factors, including weather, may affect the timing of the growing, harvesting and storing patterns of the Company’s customers and therefore shift the consumption of the Company’s services and products between the first and second quarters primarily in the southern hemisphere or between the third and fourth quarters primarily in the northern hemisphere. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. These financial statements include all adjustments that are necessary for a fair presentation of the Company's condensed consolidated results of operations, financial condition and cash flows for the periods shown, including normal, recurring accruals and other items. The condensed consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year. For additional information, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2020. COVID-19 The global health crisis caused by COVID-19 and the related government actions and stay at home orders have negatively impacted economic activity and increased political instability across the globe. The outbreak could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown. There have been numerous obstacles presented and some localized financial impacts of the pandemic, including fluctuations in foreign currency exchange rates and customer demand and spending pattern changes. During the nine months ended September 30, 2021, the COVID-19 pandemic did not have a significant adverse impact on the Company’s results of operations. While the Company is following the requirements of governmental authorities and taking additional preventative and protective measures to ensure the safety of its workforce, including remote working arrangements and varying procedures for essential workforce, the outbreak presents some uncertainty and risk with respect to the Company and its performance and financial results. Adoption of Highly Inflationary Accounting in Argentina GAAP requires the use of highly inflationary accounting for countries whose cumulative three-year inflation rate exceeds 100 percent. The Company closely monitors the inflation data and currency volatility in Argentina, where there are multiple data sources for measuring and reporting inflation. In the second quarter of 2018, the Argentine peso rapidly devalued relative to the U.S. dollar, which along with increased inflation, indicated that the three-year cumulative inflation rate in that country exceeded 100 percent as of June 30, 2018. As a result, the Company elected to adopt highly inflationary accounting as of July 1, 2018 for its subsidiary in Argentina. Under highly inflationary accounting, the functional currency of the Company's subsidiary in Argentina became the U.S. dollar, and its income statement and balance sheet will be measured in U.S. dollars using both current and historical rates of exchange. The effect of changes in exchange rates on Argentine peso-denominated monetary assets and liabilities will be reflected in earnings. As the three-year cumulative inflation rate exceeded 100 percent as of September 30, 2021, there is no change to highly inflationary accounting. As of September 30, 2021, the Company’s subsidiary in Argentina had net assets of ($5.4) million. Net sales attributable to Argentina were approximately 5% and 6% of the Company’s consolidated net sales for the nine months ended September 30, 2021 and 2020, respectively. Disaggregation of Revenue The Company disaggregates revenue from contracts with customers into geographic region, product and timing of transfer of goods and services. The Company determined that disaggregating revenue into these categories achieves the disclosure objective of depicting how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Revenues for the three months ended September 30, 2021 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenues Product 1-MCP based $17,677 $23,286 $781 $1,569 $43,313 Fungicides, disinfectants and coatings 917 3,182 1,283 — 5,382 Other* 127 129 180 47 483 $18,721 $26,597 $2,244 $1,616 $49,178 Pattern of Revenue Recognition Products transferred at a point in time $18,603 $26,468 $2,064 $1,583 $48,718 Services transferred over time 118 129 180 33 460 $18,721 $26,597 $2,244 $1,616 $49,178 Revenues for the three months ended September 30, 2020 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenues Product 1-MCP based $17,122 $28,906 $845 $1,165 $48,038 Fungicides, disinfectants and coatings 534 3,011 575 — 4,120 Other* 190 115 210 97 612 $17,846 $32,032 $1,630 $1,262 $52,770 Pattern of Revenue Recognition Products transferred at a point in time $17,663 $31,921 $1,420 $1,165 $52,169 Services transferred over time 183 111 210 97 601 $17,846 $32,032 $1,630 $1,262 $52,770 Revenues for the nine months ended September 30, 2021 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenues Product 1-MCP based $20,020 $34,083 $25,145 $12,745 $91,993 Fungicides, disinfectants and coatings 931 11,044 3,829 — 15,804 Other* 519 602 981 195 2,297 $21,470 $45,729 $29,955 $12,940 $110,094 Pattern of Revenue Recognition Products transferred at a point in time $20,958 $45,131 $29,416 $12,774 $108,279 Services transferred over time 512 598 539 166 1,815 $21,470 $45,729 $29,955 $12,940 $110,094 Revenues for the nine months ended September 30, 2020 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenues Product 1-MCP based $19,264 $37,223 $23,217 $11,538 $91,242 Fungicides, disinfectants and coatings 534 9,650 1,750 — 11,934 Other* 722 700 938 239 2,599 $20,520 $47,573 $25,905 $11,777 $105,775 Pattern of Revenue Recognition Products transferred at a point in time $19,823 $46,887 $25,338 $11,538 $103,586 Services transferred over time 697 686 567 239 2,189 $20,520 $47,573 $25,905 $11,777 $105,775 *Other includes FreshCloud, technical services and sales-type equipment leases related to Tecnidex. (1) North America includes the United States and Canada. (2) EMEA includes Europe, the Middle East and Africa. (3) Latin America includes Argentina, Brazil, Chile, Costa Rica, Colombia, Dominican Republic, Ecuador, Guatemala, Mexico, Peru and Uruguay. (4) Asia Pacific includes Australia, China, India, Japan, New Zealand, the Philippines, South Korea, Taiwan and Thailand. Contract Assets and Liabilities Accounting Standards Codification ("ASC") 606 Revenue from contracts with Customers requires an entity to present a revenue contract as a contract asset when the entity performs its obligations under the contract by transferring goods or services to a customer before the customer pays consideration or before payment is due. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or an entity has a right to an amount of consideration that is unconditional (e.g., receivable), before the entity transfers a good or service to the customer. The following table presents changes in the Company’s contract assets and liabilities during the nine months ended September 30, 2021 and the year ended December 31, 2020: (in thousands) Balance at Additions Deductions Balance at Contract assets: Unbilled revenue $1,484 11,850 (9,855) $3,479 Contract liabilities: Deferred revenue $1,474 3,761 (3,911) $1,324 (in thousands) Balance at Additions Deductions Balance at Contract assets: Unbilled revenue $1,666 13,624 (13,806) $1,484 Contract liabilities: Deferred revenue $1,175 5,348 (5,049) $1,474 The Company recognizes contract assets in the form of unbilled revenue in instances where services are performed by the Company but not billed by period end. The Company recognizes contract liabilities in the form of deferred revenue in instances where a customer pays in advance for future services to be performed by the Company. The Company generally receives payments from its customers based on standard terms and conditions. No significant changes or impairment losses occurred to contract balances during the nine months ended September 30, 2021. Amounts reclassified from unbilled revenue to accounts receivable for the nine months ended September 30, 2021 and for the year ended December 31, 2020 were $9.9 million and $13.8 million, respectively. Amounts reclassified from deferred revenue to revenue for the nine months ended September 30, 2021 and for the year ended December 31, 2020 were $3.9 million and $5.0 million, respectively. Recently Issued Accounting Standards and Pronouncements In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-04, "Intangibles - Goodwill and Other", which simplifies the test for goodwill impairment. The guidance is effective for the Company beginning in the first quarter of fiscal year 2020. The Company adopted this standard on January 1, 2020. The adoption of this standard did not have a material impact on the condensed consolidated financial statements of the Company. In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments”, which introduces a new current expense credit loss model to measure impairment on certain types of financial instruments. This update requires an entity to use a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. In addition, the FASB issued various amendments during 2018 and 2019 to clarify the provisions of ASU 2016-13. The standard was effective for fiscal years beginning January 1, 2020, including interim periods. The Company adopted the new guidance on January 1, 2020. The adoption of this standard did not have a material impact on the condensed consolidated financial statements of the Company. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which is part of the FASB disclosure framework project to improve the effectiveness of disclosures in the notes to the financial statements. The amendments in the new guidance remove, modify and add certain disclosure requirements related to fair value measurements covered in Topic 820, "Fair Value Measurement". The new standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted the new guidance on January 1, 2020. The adoption of this standard did not have a material impact on the notes to condensed consolidated financial statements of the Company. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments simplify the accounting for income taxes by removing certain exceptions to the general principles of Topic 740, "Income Taxes" and also improve consistent application by clarifying and amending existing guidance. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted the new guidance on January 1, 2021. The adoption of the new guidance did not have a material impact on the condensed consolidated financial statements of the Company. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On June 13, 2020, in connection with the execution of the Investment Agreement (as defined in Note 15 - Series B Convertible Preferred Stock and Stockholders’ Equity), the Company, PSP AGFS Holdings, L.P. (the “Investor”) and Rohm and Haas Company ("R&H") entered into a side agreement, pursuant to which the parties agreed that if the Investor or its affiliates has the right to designate at least 50% of the total directors on the Company’s board of directors pursuant to the Investment Agreement, so long as R&H or its affiliates beneficially owns at least 20% of the Company’s outstanding common stock (on a fully diluted, “as converted” basis), the Company and the board of directors will increase the size of the board of directors by one member and the board will elect a designee selected by R&H to fill the newly-created vacancy. Such right is in addition to any right that R&H has to appoint a member of the board pursuant to its ownership of the Company’s Series A preferred stock (see Note 15 - Series B Convertible Preferred Stock and Stockholders’ Equity). During 2016, the Company made a minority investment in RipeLocker, LLC ("RipeLocker"), a company led by George Lobisser who was a director of the Company. In February 2019, the Company made a further minority investment in RipeLocker. As of and for the nine months ended September 30, 2021, there were no material amounts paid or owed to RipeLocker or Mr. Lobisser. Mr. Lobisser resigned as a director of the Company on February 18, 2021. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories at September 30, 2021 and December 31, 2020 consisted of the following: (in thousands) September 30, 2021 December 31, 2020 Raw material $2,926 $3,100 Work-in-process 4,567 7,079 Finished goods 13,015 13,288 Supplies 826 1,112 Total inventories $21,334 $24,579 |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets The Company's other current assets at September 30, 2021 and December 31, 2020 consisted of the following: (in thousands) September 30, 2021 December 31, 2020 VAT receivable $10,945 $9,348 Income tax receivable 8,137 4,716 Prepaid and other current assets 4,349 3,155 Total other current assets $23,431 $17,219 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment at September 30, 2021 and December 31, 2020 consisted of the following: (in thousands, except for useful life data) Useful life September 30, 2021 December 31, 2020 Buildings and leasehold improvements 7-20 $7,019 $6,416 Machinery & equipment 1-12 13,115 11,981 Furniture 1-12 2,964 3,031 Construction in progress 1,185 1,146 24,283 22,574 Less: accumulated depreciation (12,342) (10,142) Total property and equipment, net $11,941 $12,432 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Changes in the carrying amount of goodwill for the nine months ended September 30, 2021 and the year ended December 31, 2020 were as follows: (in thousands) September 30, 2021 December 31, 2020 Beginning balance $6,925 $6,323 Foreign currency translation (356) 602 Ending balance $6,569 $6,925 The Company’s intangible assets at September 30, 2021 and December 31, 2020 consisted of the following: September 30, 2021 December 31, 2020 (in thousands) Gross Carrying Accumulated Net Gross Carrying Accumulated Net Intangible assets with finite lives: Developed technology $798,198 ($283,880) $514,318 $798,260 ($254,629) $543,631 Customer relationships 20,145 (6,835) 13,310 19,072 (4,042) 15,030 Software 10,946 (9,965) 981 10,865 (9,693) 1,172 Trade name 3,738 (374) 3,364 — — — Other 100 (87) 13 100 (75) 25 Total intangible assets with finite lives 833,127 (301,141) 531,986 828,297 (268,439) 559,858 Intangible assets with indefinite lives: Trade name 23,400 — 23,400 27,343 — 27,343 Service provider network 2,000 — 2,000 2,000 — 2,000 Total intangible assets with indefinite lives 25,400 — 25,400 29,343 — 29,343 Total intangible assets $858,527 ($301,141) $557,386 $857,640 ($268,439) $589,201 During the three months ended September 30, 2021, the Company reclassified $3.7 million of trade name to finite-lived intangibles as the Company began marketing Tecnidex under the AgroFresh trade name. The Tecnidex trade name is still held as a defensive asset and is being amortized over its estimated useful life of 2.5 years, resulting in $0.4 million of amortization expense recognized during the three months ended September 30, 2021. At September 30, 2021, the weighted-average amortization periods remaining for developed technology, customer relationships, software, trade name and other was 13.8, 10.7, 2.1, 2.3 and 0.8 years, respectively, and the weighted-average amortization periods remaining for these finite-lived intangible assets was 13.6 years. Estimated annual amortization expense for finite-lived intangible assets subsequent to September 30, 2021 is as follows: (in thousands) Amount 2021 (remaining) $10,729 2022 42,619 2023 42,503 2024 40,845 2025 40,621 Thereafter 354,669 Total $531,986 |
Other Assets
Other Assets | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets The Company’s other assets at September 30, 2021 and December 31, 2020 consisted of the following: (in thousands) September 30, 2021 December 31, 2020 Right-of-use asset $6,066 $6,184 Long-term sales-type lease receivable 2,526 2,821 Other long-term receivable 2,418 3,489 Total other assets $11,010 $12,494 Other long-term receivable of $0.8 million was deemed uncollectible and was written off to other expense during the three months ended September 30, 2021. |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued and Other Current Liabilities | Accrued and Other Current Liabilities The Company’s accrued and other current liabilities at September 30, 2021 and December 31, 2020 consisted of the following: (in thousands) September 30, 2021 December 31, 2020 Accrued compensation and benefits $8,847 $7,778 Accrued taxes 8,265 6,649 Lease liability 1,614 1,708 Deferred revenue 1,324 1,474 Accrued rebates payable 2,300 390 Insurance premium financing payable — 695 Severance 912 598 Accrued interest 72 83 Other 4,936 6,601 Total accrued and other current liabilities $28,270 $25,976 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s debt, net of unamortized deferred issuance costs, at September 30, 2021 and December 31, 2020 consisted of the following: (in thousands) September 30, 2021 December 31, 2020 Total term loan outstanding $263,188 $274,313 Unamortized deferred issuance costs (6,915) (8,588) Tecnidex loan outstanding 1,649 2,144 Less: Amounts due within one year 3,326 3,378 Total long-term debt due after one year $254,596 $264,491 Amended Credit Facility On July 27, 2020, the Company completed a comprehensive refinancing (the “ Refinancing ” ) by (i) entering into an Amended and Restated Credit Agreement (the “Amended Credit Agreement”) with the other loan parties party thereto, Bank of Montreal, as administrative agent and the lenders party thereto, and (ii) consummating the transactions contemplated by the Investment Agreement (as defined and described in Note 15 – Series B Convertible Preferred Stock and Stockholders’ Equity). The Amended Credit Agreement amends and restates in its entirety the Prior Credit Facility (defined below). The Amended Credit Agreement provides for a $25.0 million revolving credit facility (the “Amended Revolving Loan”), which matures on June 30, 2024, and a $275.0 million term credit facility (the “Amended Term Loan” and, together with the Amended Revolving Loan, the “Amended Credit Facility”), which matures on December 31, 2024. The Amended Credit Facility includes a $5.0 million swingline commitment and a $10.0 million letter of credit sub-limit. Loans under the Amended Term Loan bear interest at a rate equal to, at the Company’s option, either the Adjusted Eurodollar Rate for the interest period in effect for such borrowing plus an Applicable Rate of 6.25% per annum, or the Alternate Base Rate plus an Applicable Rate of 5.25% per annum. Loans under the Amended Revolving Loan bear interest at a rate equal to, at the Company’s option, the Adjusted Eurodollar Rate for the interest period in effect for such borrowing plus the Applicable Rate ranging from 6.25% to 6.0% per annum, based on certain ratios. The interest rate was 7.25% for the three and nine months ended September 30, 2021. The Company is also required to pay a commitment fee on the unused portion of the Amended Revolving Loan at a rate ranging from 0.5% to 0.375%, based on certain ratios. The Company is required to make mandatory prepayments of outstanding indebtedness under the Amended Credit Agreement under certain circumstances. During the three months ended March 31, 2021, a prepayment of principal of $9.1 million was made. The obligations of AgroFresh Inc., a wholly-owned subsidiary of the Company and the borrower under the Amended Credit Facility, are initially guaranteed by the Company and the Company’s wholly-owned subsidiary, AF Solutions Holdings LLC (together with AgroFresh Inc. and the Company, the “Loan Parties”) and may in the future be guaranteed by certain other domestic subsidiaries of the Company. The obligations of the Loan Parties under the Credit Agreement and other loan documents are secured, subject to customary permitted liens and other agreed upon exceptions, by a perfected security interest in all tangible and intangible assets of the Loan Parties, except for certain excluded assets, and equity interests of certain foreign subsidiaries of the Loan Parties held by the Loan Parties (subject to certain exclusions and limitations). The Refinancing was deemed a partial extinguishment of the Term Loan (as defined below) under ASC Topic No. 470-50, “Debt – Modifications and Extinguishments” (Topic No. 470), whereby $107.1 million of the $403.8 million outstanding at the time of the Refinancing was deemed an extinguishment and $296.7 million was deemed a modification of debt. As such, unamortized deferred issuance costs related to the extinguishment of $0.7 million were written off in debt modification and extinguishment expenses and the remaining $1.9 million was deferred and amortized over the term of the Amended Term Loan. In connection with the Amended Term Loan, expenses incurred related to existing lenders of $4.4 million were recognized in debt modification and extinguishment expenses. Expenses to new lenders of $1.1 million were deferred and amortized over the term of the Amended Term Loan along with $6.4 million of lender fees and issue discounts. In total, the Company deferred debt issuance costs of $7.5 million related to the Amended Term Loan, $1.9 million related to the modification of the Term Loan and $0.5 million related to the Amended Revolving Loan. The debt issuance costs associated with the Amended Term Loan were capitalized against the principal balance of the debt, and the Amended Revolving Loan costs were capitalized in Other Assets. All issuance costs will be accreted through interest expense using the effective interest method for the duration of each respective debt facility. The interest expense related to the amortization of the Amended Credit Facility debt issuance costs during the three and nine months ended September 30, 2021 was $0.6 million and $1.7 million. As of September 30, 2021 there were $6.9 million of unamortized deferred issuance costs. At September 30, 2021, there was $263.2 million outstanding under the Amended Term Loan and no balance outstanding under the Amended Revolving Loan. Due to the prepayment, an additional $0.3 million of deferred financing costs were expensed based on the portion of debt paid. At September 30, 2021, the Company evaluated the amount recorded under the Amended Term Loan and determined that the fair value was approximately $263.8 million. The fair value of the debt is based on quoted inactive market prices and is therefore classified as Level 2 within the valuation hierarchy. Certain restrictive covenants are contained in the Amended Credit Agreement, and the Company was in compliance with these covenants as of September 30, 2021. Prior Credit Facility On July 31, 2015 (the "Closing Date"), the Company consummated a business combination (the "Business Combination"), by and between the Company and The Dow Chemical Company ("Dow"), AgroFresh Inc. as the borrower and AF Solutions Holdings LLC as the guarantor, entered into a Credit Agreement with Bank of Montreal, as administrative agent (as subsequently amended prior to the Refinancing, the “Prior Credit Facility”). The Prior Credit Facility consisted of a $425.0 million term loan (the “Term Loan”), with an amortization equal to 1.00% per year, and a revolving loan facility (the “Revolving Loan”). The net proceeds of the Term Loan were used to fund a portion of the purchase price payable to Dow in connection with the Business Combination. The Revolving Loan included a $10.0 million letter-of-credit sub-facility, issuances against which reduced the available capacity for borrowing. The Term Loan had a scheduled maturity date of July 31, 2021. As discussed above, the Prior Credit Facility was refinanced on July 27, 2020, and there were no amounts outstanding as of September 30, 2021. The interest rates on borrowings under the Prior Credit Facility were either the alternate base rate plus 3.75% or LIBOR plus 4.75% per annum, with a 1.00% LIBOR floor (with step-downs in respect of borrowings under the Revolving Loan dependent upon the achievement of certain financial ratios). As of the Closing Date, the Company incurred approximately $12.9 million in debt issuance costs related to the Term Loan and $1.3 million in costs related to the Revolving Loan. The debt issuance costs associated with the Term Loan were capitalized against the principal balance of the debt, and the Revolving Loan costs were capitalized in Other Assets. The interest expense related to the amortization of the Term Loan debt issuance costs during the three and nine months ended September 30, 2020 was approximately $0.2 million, and $1.4 million, respectively. Tecnidex Debt In March 2020, Tecnidex entered into a €1.0 million loan agreement with Banco Santander, S.A., which provides funding through March 2023 at a 1.5% interest rate. In May 2020, Tecnidex entered into a €0.3 million loan agreement with BBVA, which provides funding through May 2025 at a 2.2% interest rate. In July 2020, Tecnidex entered into a €0.6 million loan agreement with Banco Santander, S.A., which provides funding through July 2025 at a 2.5% interest rate. Scheduled principal repayments of the Company's debt subsequent to September 30, 2021 are as follows: (in thousands) Amount 2021 (remaining) $806 2022 3,366 2023 3,120 2024 257,253 2025 292 Total $264,837 Interest Rate Swap The Company entered into an interest rate swap contract in August 2019 to hedge interest rate risk remaining outstanding with the Prior Credit Facility (which swap was rolled over to the Amended Credit Facility). During the three and nine months ended September 30, 2020, an unrealized gain of $0.3 million and an unrealized loss of $0.4 million was recognized, respectively, in connection with this swap. The interest rate swap contract matured on December 31, 2020. The Company entered into an interest rate swap contract in January 2018 to hedge interest rate risk associated with the Term Loan. The hedge was settled in September 2018 for $4.0 million, which was amortized through December 31, 2020, the remaining period of the original hedge. PPP Loan As part of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), the Company received a Paycheck Protection Program ("PPP") loan to offset eligible costs incurred during the period. Under the terms of the PPP, PPP loans and accrued interest are forgivable after twenty-four weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness would have been reduced if the borrower terminated employees or reduced salaries during the forgiveness period. The Company used the entire loan proceeds to fund its eligible payroll expenses and mortgage interest, avoiding furlough of office employees. As a result, the Company believed that it had met the PPP eligibility criteria for forgiveness and concluded that the loan represents, in substance, a government grant that is expected to be forgiven. As such, in accordance with IAS 20 “Accounting for Government Grants and Disclosure of Government Assistance” the Company recognized the entire loan amount as Grant Income during the three months ended June 30, 2020. The full amount of this loan was forgiven during the three months ended June 30, 2021. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company enters into lease agreements for certain facilities and vehicles that are primarily used in the ordinary course of business. These leases are accounted for as operating leases, whereby lease expense is recognized on a straight-line basis over the term of the lease. Most leases include an option to extend or renew the lease term. The exercise of the renewal option is at the Company's discretion. The operating lease liability includes lease payments related to options to extend or renew the lease term if the Company is reasonably certain of exercising those options. The Company, in determining the present value of lease payments, uses the Company’s incremental secured borrowing rate commensurate with the term of the underlying lease. Lease expense is primarily included in general and administrative expenses in the unaudited condensed consolidated statements of operations. Additional information regarding the Company's operating leases is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Operating Lease Cost Operating leases $546 $662 $1,649 $1,916 Short-term leases (1) 318 6 732 182 Total lease expense $864 $668 $2,381 $2,098 (1) Leases with an initial term of twelve months or less are not recorded on the balance sheet. Other information on operating leases: Nine Months Ended September 30, 2021 2020 Cash payments included in operating cash flows $1,689 $1,645 Right-of-use assets obtained in exchange for new lease $1,665 $769 Weighted average discount rate 8.39 % 9.11 % Weighted average remaining lease term in years 5.5 years 5.1 years The following table presents the contractual maturities of the Company's lease liabilities as of September 30, 2021. (in thousands) Lease Liability Remainder of 2021 $568 2022 1,974 2023 1,603 2024 941 2025 754 Thereafter 2,161 Total undiscounted lease payments 8,001 Less: present value adjustment 1,759 Operating lease liability $6,242 |
Other Noncurrent Liabilities
Other Noncurrent Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Liabilities, Other than Long-term Debt, Noncurrent [Abstract] | |
Other Noncurrent Liabilities | Other Noncurrent Liabilities The Company’s other noncurrent liabilities at September 30, 2021 and December 31, 2020 consisted of the following: (in thousands) September 30, 2021 December 31, 2020 Lease liability $4,628 $4,650 Other (1) 1,815 1,782 Total other noncurrent liabilities $6,443 $6,432 (1) Other noncurrent liabilities include long-term rebates and pension liabilities. |
Severance
Severance | 9 Months Ended |
Sep. 30, 2021 | |
Compensation Related Costs [Abstract] | |
Severance | SeveranceSeverance expense was $0.0 million and $0.4 million for the three months ended September 30, 2021 and 2020, respectively, and $1.6 million and $0.5 million for the nine months ended September 30, 2021 and 2020, respectively. These amounts, which do not include stock compensation expense, were recorded in selling, general and administrative expense in the unaudited condensed consolidated statements of operations. As of September 30, 2021 and December 31, 2020, the Company had a $0.9 million and $0.6 million severance liability, respectively. |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interest | 9 Months Ended |
Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Redeemable Non-Controlling Interest | Redeemable Non-Controlling Interest On November 7, 2017, the Company entered into a definitive agreement to acquire a controlling-interest in Tecnidex. The transaction was closed on December 1, 2017. At the effective date of the acquisition, the Company acquired 75% of the outstanding capital stock of Tecnidex. In connection with the acquisition of Tecnidex, the Company concurrently entered into option agreements ("Option Agreement") with the Seller related to the remaining 25% equity interest. The Option Agreement permits the residual interest to be "put" by the Seller to the Company, or to allow the Company to "call" the residual interest gradually over time as outlined in the agreement. The Seller's ownership of Tecnidex represents a non-controlling interest ("NCI") to the Company, which is classified outside of stockholders' equity as the option of the Seller is redeemable. As of September 30, 2021 the carrying amount of the NCI was $8.0 million in the unaudited condensed consolidated balance sheet. Any changes in the redemption value of the NCI are included as an adjustment to Additional paid-in capital on the balance sheet. The following table summarizes the changes to the Company's Redeemable non-controlling interest. (in thousands) September 30, 2021 December 31, 2020 Beginning balance ($8,446) ($7,701) Net loss attributable to redeemable non-controlling interest 932 394 Adjustment of NCI to redemption value (491) (1,139) Ending balance ($8,005) ($8,446) |
Series B Convertible Preferred
Series B Convertible Preferred Stock and Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Series B Convertible Preferred Stock and Stockholders' Equity | Series B Convertible Preferred Stock and Stockholders’ Equity Series B Convertible Preferred Stock On June 13, 2020, the Company entered into an Investment Agreement (the “Investment Agreement”) with the Investor, an affiliate of Paine Schwartz Partners, LLC (“PSP”), pursuant to which, subject to certain closing conditions, the Investor agreed to purchase in a private placement an aggregate of $150,000,000 of convertible preferred equity of the Company. The transaction closed on July 27, 2020 and a total of 150,000 shares of the Company’s newly-designated Series B-1 Convertible Preferred Stock, par value $0.0001 per share (the “Series B-1 Preferred Stock”), were purchased in such transaction (the “Private Placement”). On September 22, 2020, following the approval of the transactions contemplated by the Investment Agreement by the necessary regulatory body, the Company issued to the Investor, for no additional consideration, a total of 150,000 shares of the Company’s newly-designated Series B-2 Convertible Preferred Stock, par value $0.0001 per share (the “Series B-2 Preferred Stock”). On September 25, 2020 (the "Exchange Date"), the Investor elected to exchange the shares of the Company’s Series B-1 Convertible Preferred Stock and Series B-2 Preferred Stock held by it for a total of 150,000 shares of the Company’s newly-designated Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”). Accordingly, effective as of the Exchange Date, the Company issued 150,000 shares of Series B Preferred Stock to the Investor and all of the shares of Series B-1 Preferred Stock and Series B-2 Preferred Stock held by the Investor were cancelled. No shares of Series B-1 Preferred Stock or Series B-2 Preferred Stock are outstanding as of September 30, 2021. The Series B Preferred Stock ranks senior to the shares of the Company’s common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Series B Preferred Stock has a liquidation preference of $1,000 per share (the “Stated Value”). Holders of the Series B Preferred Stock are entitled to a cumulative dividend at a rate of 16% per annum, of which 50% was payable in cash and 50% was payable in kind until July 27, 2021, after which 50% is payable in cash, 37.5% is payable in kind, and the remaining 12.5% is payable in cash or in kind, at the Company’s option, subject in each case to adjustment under certain circumstances. Dividends on the Series B Preferred Stock are cumulative and payable quarterly in arrears. All dividends that are paid in kind will accrete to, and increase, the Stated Value. The applicable dividend rate is subject to increase by 2% per annum during any period that the Company is in breach of certain provisions of the applicable Certificate of Designation of the Preferred Stock. The Series B Preferred Stock has been classified as temporary equity as it may be contingently redeemable in the event of a change of control, which is outside of the Company's control. Associated with the Series B Preferred Stock, the Company paid dividends of $2.3 million in kind and $3.9 million in cash during the three months ended September 30, 2021. The Company paid dividends of $8.6 million in kind and $10.0 million in cash during the nine months ended September 30, 2021. The Company paid dividends of $2.2 million in kind and $2.2 million in cash during the three and nine months ended September 30, 2020 associated with the Series B Preferred Stock. As of September 30, 2021 and December 31, 2020, the Company had no accrued dividends. The Series B Preferred Stock is convertible into Common Stock at the election of the holder at any time at an initial conversion price of $5.00 (the “Conversion Price”). The Conversion Price is subject to customary adjustments, including for stock splits and other reorganizations affecting the Common Stock and pursuant to certain anti-dilution provisions for below market issuances. As of September 30, 2021 and December 31, 2020, the maximum number of shares of common stock that could be issued upon conversion of the outstanding shares of Series B Preferred Stock was approximately 31.7 million and 31.0 million shares, respectively. During the nine months ended September 30, 2021, the Company redeemed 4,954 shares of Series B Preferred Stock for $5.3 million. The below table outlines the change in Series B Preferred Stock during the nine months ended September 30, 2021 and the year ended December 31, 2020. Series B-1 Convertible Preferred Stock Series B-2 Convertible Preferred Stock Series B Convertible Preferred Stock (in thousands) Shares Amount Shares Amount Shares Amount Balance at December 31, 2019 — $— — $— — $— Issuance of preferred stock 150 150,000 150 — — — Exchange to Series B preferred stock (150) (150,000) (150) — 150 150,000 Issuance-related expenses — — — — — (11,516) In kind dividend — — — — — 5,244 Balance at December 31, 2020 — — — — 150 143,728 Redemption of shares — — — — (5) (5,330) In kind dividend — — — — — 8,610 Balance at September 30, 2021 — $— — $— 145 $147,008 In connection with the consummation of the Investment Agreement, the Company and the Investor entered into a Registration Rights Agreement (the “Registration Rights Agreement”), dated as of July 27, 2020. The Registration Rights Agreement provides that the Company will use its commercially reasonable efforts to prepare and file a shelf registration statement with the SEC no later than the first business day following January 27, 2022, and to use its commercially reasonable efforts to cause such shelf registration statement to be declared effective as promptly as is reasonably practicable after its filing to permit the public resale of registrable securities covered by the Registration Rights Agreement. The registrable securities generally include any shares of the Company’s common stock into which the Series B Preferred Stock is convertible, and any other securities issued or issuable with respect to any such shares of common stock by way of share split, share dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise. Common Stock The authorized common stock of the Company consists of 400.0 million shares with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share of common stock. As of September 30, 2021, there were approximately 52.3 million shares of common stock outstanding. Warrants On July 31, 2020, all outstanding warrants, consisting of warrants to purchase 16.0 million shares of the Company’s common stock outstanding at a strike price of $11.50, expired. Of the 16.0 million warrants, 9.8 million were issued as part of the units sold in the Company's initial public offering in February 2014 (1.2 million warrants were subsequently repurchased during 2015) and 6.2 million warrants were sold in a private placement at the time of such public offering. Series A Preferred Stock In connection with and as a condition to the consummation of the Business Combination, the Company issued R&H one share of Series A Preferred Stock. R&H, voting as a separate class, is entitled to appoint one director to the Company’s board of directors for so long as R&H beneficially holds 10% or more of the aggregate amount of the outstanding shares of common stock and non-voting common stock of the Company. The Series A Preferred Stock has no other rights. ATM Facility In December 2018, the Company filed a shelf registration statement (File No. 333-229002) (the “Form S-3 Shelf”) with the Securities and Exchange Commission, that became effective in February 2019. On June 25, 2020, the Company established an at-the-market offering facility (the “ATM Facility”) under the Form S-3 Shelf, with Virtu Americas LLC, acting as sales agent with support from H.C. Wainwright & Co and Roth Capital Partners. The Company’s board of directors approved sales of up to $30,000,000 maximum aggregate offering of the Company’s common stock under the ATM Facility. Effective as of August 7, 2020, the Company suspended sales under its ATM Facility, in light of the Company’s recent completion of the Refinancing and current market conditions. No sales were effected pursuant to the ATM Facility. Effective as of August 10, 2021, the ATM Facility was terminated, and no future issuances will occur under the ATM Facility. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation The Company's stock-based compensation is in accordance with the Company's amended 2015 Incentive Compensation Plan (the “Plan”), pursuant to which the Compensation Committee of the Company is authorized to grant up to 13.7 million shares to officers and employees of the Company, in the form of equity-based awards, including time or performance based options and restricted stock. In addition, the Company may grant cash-settled awards, including stock-appreciation rights (SARs) and phantom stock awards. In June 2019, the Company's shareholders approved the 2019 Employee Stock Purchase Plan (the "ESPP"), which was effective July 1, 2019. In August 2021, the number of shares reserved for issuance under the ESPP was increased to 1.3 million. The ESPP allows eligible employees to purchase shares of common stock at a discount of up to 15% through payroll deductions of their eligible compensation, subject to any plan limitations. The ESPP provides for six-month offering periods beginning January 1 and July 1 of each year, and each offering period consists of a six-month purchase period. On each purchase date, eligible employees may purchase the Company's common stock at a price per share equal to 85% of the lesser of (1) the fair market value of the common stock on the offering date or (2) the fair market value of the common stock on the purchase date. As of September 30, 2021, 406,476 shares had been issued under the ESPP. Stock compensation expense for equity-classified and liability-classified awards was $1.0 million and $0.9 million for the three months ended September 30, 2021 and 2020, respectively. Stock compensation expense for equity-classified and liability-classified awards was $2.1 million and $2.7 million for the nine months ended September 30, 2021 and 2020, respectively. Stock compensation expense is recognized in cost of goods sold, selling, general and administrative expenses and research and development expenses. At September 30, 2021, there was $7.0 million of unrecognized compensation cost relating to outstanding unvested equity instruments expected to be recognized over the weighted average period of 2.2 years. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic loss per share is calculated by dividing net loss attributable to AgroFresh Solutions, Inc. common stockholders by the weighted average number of common shares outstanding for the period. The Company had a loss for the three and nine months ended September 30, 2021 and 2020. Therefore, the effects of stock-based awards including options, restricted stock, restricted stock units and warrants outstanding at September 30, 2021 and 2020, respectively, have not been included in the computation of diluted loss per share because their inclusion would have been anti-dilutive. The following is a reconciliation of the weighted-average common shares outstanding used for the computation of basic and diluted net loss per common share: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Basic weighted-average common shares outstanding 51,583 51,002 51,323 50,766 Effect of dilutive options, restricted stock, and restricted stock units — — — — Diluted weighted-average shares outstanding 51,583 51,002 51,323 50,766 Securities that could potentially be dilutive are excluded from the computation of diluted loss per share when a loss from continuing operations exists, when the exercise price exceeds the average closing price of the Company's common stock during the period, or for contingently issued shares, if the contingency is not met at the end of the reporting period, because their inclusion would result in an anti-dilutive effect on per share amounts. The following represents the weighted average number of shares that could potentially dilute basic earnings per share in the future: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Convertible preferred stock 31,242 21,527 30,955 7,228 Stock-based compensation awards (1) : Stock options 1,446 800 1,114 804 Restricted stock awards and restricted stock units 3,790 1,811 3,214 1,079 Warrants: Private placement warrants — 2,076 — 4,789 Public warrants — 3,310 — 7,636 (1) SARs and Phantom stocks are payable in cash so will therefore have no impact on number of shares. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes consists of provisions for federal, state and foreign income taxes. The effective tax rates for the periods ended September 30, 2021 and September 30, 2020, reflect the Company’s expected tax rate on reported income (loss) from continuing operations before income tax and tax adjustments. The Company operates in a global environment with significant operations in the U.S. and various other jurisdictions outside the U.S. Accordingly, the consolidated income tax rate is a composite rate reflecting the Company’s earnings and the applicable tax rates in the various jurisdictions where the Company operates. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was enacted in the U.S. The CARES Act included tax changes and financial aid designed to protect the American people from the public health and economic impacts of COVID-19. The tax changes included allowing net operating losses to be carried back five years, suspending the 80% of taxable income limitation on the use of net operating losses, an increase of the EBITDA limitation on the deduction of interest expense from 30% to 50%, excluding any grant income associated with forgiven PPP loans, and the acceleration of the refund for alternative minimum tax credits granted under the 2017 Tax Cuts and Jobs Act (“TCJA”). Most significant to the Company are the modifications on the limitation on business interest deductions for tax year 2020, allowing an increase for deductible interest expense in the U.S. In addition, the grant income associated with the PPP loans was non-taxable income in the U.S. for tax year 2020. The Company's U.S. operations have incurred cumulative taxable losses through September 30, 2021. The Company’s U.S. net operating loss carry forwards and carry forwards of other tax attributes are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. The utilization of the tax attributes have become restricted because of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, as well as similar state tax provisions. This limits the amount of the tax attributes that the Company can utilize annually to offset future taxable income or tax liabilities. The amount of the annual limitation, if any, was determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. Please refer to Note 3 - Related Party Transactions regarding the ownership change in the quarter ended September 30, 2020. The Company completed a Section 382 study and determined the ownership change gave rise to the restrictions that will limit the realizability of certain U.S. tax attributes and built-in losses related to future intangible amortization tax deductions. These limitations apply to the corresponding tax attributes and built-in losses incurred before the ownership change. The effective tax rate for the nine months ended September 30, 2021 differs from the U.S. statutory tax rate of 21%, primarily because of changes in valuation allowance positions related to the United States and certain foreign jurisdictions, and by foreign exchange currency gains and losses, offset by certain non-taxable items. For the three months ending September 30, 2021, the decrease in tax expense from reversing some of the valuation allowance on foreign companies was almost fully offset by an increase in the valuation allowances in the United States arising from the change in control and on intercompany eliminations. The Company's effective tax rate for the three and nine months ended September 30, 2021 was 20.4% and (35.6)%, respectively, compared to the effective tax rate for the three and nine months ended September 30, 2020 of 955.5% and (147.9)%, respectively. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The authoritative guidance for disclosures about segments of an enterprise establishes standards for reporting information about segments. It defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. We currently operate and manage our business as two operating segments. Our chief operating decision-makers allocate resources and assess performance of the business for each segment. Accordingly, we consider ourselves to have two operating and reportable segments (i) AgroFresh core and (ii) Tecnidex. AgroFresh core business is providing produce preservation and waste reduction solutions for growers and packers. Its products include SmartFresh TM , Harvista TM and FreshCloud. Tecnidex is a provider of fungicides, disinfectants and coatings. Its revenues primarily relate to sales of these products, as well as equipment, in the EMEA and Latin America regions. Our chief operating decision-makers do not evaluate operating segments using asset or liability information. The following table presents a breakdown of our revenues and gross profit based on reportable segments for the three and nine months ended September 30, 2021 and 2020. Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 AgroFresh Core Revenues $44,815 $49,343 $96,438 $94,723 Gross Profit 33,078 38,283 74,843 73,080 Tecnidex Revenues 4,363 3,427 13,656 11,052 Gross Profit 1,065 976 2,798 4,203 Total Revenues $49,178 $52,770 $110,094 $105,775 Total Gross Profit $34,143 $39,259 $77,641 $77,283 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesThe Company is currently involved in various claims and legal actions that arise in the ordinary course of business. The Company has recorded reserves for loss contingencies based on the specific circumstances of each case. Such reserves are recorded when it is probable that a loss has been incurred as of the balance sheet date and can be reasonably estimated. Although the results of litigation and claims can never be predicted with certainty, the Company does not believe that the ultimate resolution of these actions will have a material adverse effect on the Company’s business, financial condition or results of operations. On October 14, 2019, the Company was awarded a verdict of $31.1 million in damages, related to, among other things, trade secret misappropriation and willful patent infringement, in its litigation against Decco Post-Harvest, Inc. ("Decco") and Decco's parent company, UPL Limited. The award was subsequently reduced by $18 million in connection with post-verdict review by the Court. During the three months ended March 31, 2021, the lawsuit was settled, paid and is considered closed. Purchase Commitments The Company has various purchasing contracts for contract manufacturing and research and development services which are based on the requirements of the business. Generally, the contracts are at prices not in excess of current market price and do not commit the business to obligations outside the normal customary terms for similar contracts, and these payment obligations are considered insignificant. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Liabilities Measured at Fair Value on a Recurring Basis The following table presents the fair value of the Company's financial instruments that are measured at fair value on a recurring basis as of September 30, 2021. (in thousands) Level 3 Liability-classified stock compensation (1) $198 The following table presents the fair value of the Company's financial instruments that are measured at fair value on a recurring basis as of December 31, 2020. (in thousands) Level 3 Liability-classified stock compensation (1) $282 (1) The fair values of performance-based phantom shares granted in 2019 and 2020 were estimated using a Monte Carlo simulation pricing model with the assumptions described below: September 30, 2021 Grant date fair value $1.70 — $7.28 Risk-free interest rate 0.27% — 2.39% Expected life (years) 2.71 — 2.75 Estimated volatility factor 65.1% — 69.9% Expected dividends None There were no transfers between Level 1 and Level 2 and no transfers out of Level 3 of the fair value hierarchy during the nine months ended September 30, 2021. At September 30, 2021, the Company evaluated the amount recorded under the Amended Term Loan and determined that the fair value was approximately $263.8 million. The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value. Changes in Financial Instruments Measured at Level 3 Fair Value on a Recurring Basis The following table presents the changes during the periods presented in our Level 3 financial instruments that are measured at fair value on a recurring basis. (in thousands) Liability-classified stock compensation Balance, December 31, 2020 $282 Stock compensation activity (84) Balance, September 30, 2021 $198 |
Other Expense (Income)
Other Expense (Income) | 9 Months Ended |
Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | |
Other Expense (Income) | Other Expense (Income) During the three months ended September 30, 2021 and 2020, the Company had other expense of $0.3 million and other income of $0.1 million, respectively. During the nine months ended September 30, 2021 and 2020, the Company had other income of $14.1 million and $1.6 million, respectively, related primarily to the receipt of proceeds from the settlement of litigation matters. |
Correction of Prior Period Erro
Correction of Prior Period Errors | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Correction of Prior Period Errors | Correction of Prior Period ErrorsAs previously disclosed in Note 24 to the Company’s consolidated financial statements as of and for the year ended December 31, 2020, management of the Company identified an immaterial accounting error in the Company’s previously reported unaudited interim condensed consolidated financial statements related to the accounting for the Company’s NCI. As a result, the accompanying unaudited interim condensed consolidated financial statements and related notes hereto for the three and nine months ended September 30, 2020 have been revised to give effect to the correction of this error. The correction of this error resulted in a reclassification of the carrying value of the NCI from previously reported permanent equity to temporary equity as of September 30, 2020, and a charge to previously reported additional paid-in capital to increase the carrying value of the Redeemable NCI during the three and nine months ended September 30, 2020 by $0.8 million and $1.2 million, respectively, which has been applied as an adjustment to previously reported net (loss) income attributable to AgroFresh Solutions, Inc. in the determination of basic and fully diluted net (loss) income per share attributable to AgroFresh stockholders for the three and nine months ended September 30, 2020. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policy) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. These financial statements include all adjustments that are necessary for a fair presentation of the Company's condensed consolidated results of operations, financial condition and cash flows for the periods shown, including normal, recurring accruals and other items. The condensed consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year. For additional information, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2020. |
Adoption of Highly Inflationary Accounting in Argentina | Adoption of Highly Inflationary Accounting in Argentina GAAP requires the use of highly inflationary accounting for countries whose cumulative three-year inflation rate exceeds 100 percent. The Company closely monitors the inflation data and currency volatility in Argentina, where there are multiple data sources for measuring and reporting inflation. In the second quarter of 2018, the Argentine peso rapidly devalued relative to the U.S. dollar, which along with increased inflation, indicated that the three-year cumulative inflation rate in that country exceeded 100 percent as of June 30, 2018. As a result, the Company elected to adopt highly inflationary accounting as of July 1, 2018 for its subsidiary in Argentina. Under highly inflationary accounting, the functional currency of the Company's subsidiary in Argentina became the U.S. dollar, and its income statement and balance sheet will be measured in U.S. dollars using both current and |
Disaggregation of Revenue and Contract Assets and Liabilities | Disaggregation of Revenue The Company disaggregates revenue from contracts with customers into geographic region, product and timing of transfer of goods and services. The Company determined that disaggregating revenue into these categories achieves the disclosure objective of depicting how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Revenues for the three months ended September 30, 2021 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenues Product 1-MCP based $17,677 $23,286 $781 $1,569 $43,313 Fungicides, disinfectants and coatings 917 3,182 1,283 — 5,382 Other* 127 129 180 47 483 $18,721 $26,597 $2,244 $1,616 $49,178 Pattern of Revenue Recognition Products transferred at a point in time $18,603 $26,468 $2,064 $1,583 $48,718 Services transferred over time 118 129 180 33 460 $18,721 $26,597 $2,244 $1,616 $49,178 Revenues for the three months ended September 30, 2020 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenues Product 1-MCP based $17,122 $28,906 $845 $1,165 $48,038 Fungicides, disinfectants and coatings 534 3,011 575 — 4,120 Other* 190 115 210 97 612 $17,846 $32,032 $1,630 $1,262 $52,770 Pattern of Revenue Recognition Products transferred at a point in time $17,663 $31,921 $1,420 $1,165 $52,169 Services transferred over time 183 111 210 97 601 $17,846 $32,032 $1,630 $1,262 $52,770 Revenues for the nine months ended September 30, 2021 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenues Product 1-MCP based $20,020 $34,083 $25,145 $12,745 $91,993 Fungicides, disinfectants and coatings 931 11,044 3,829 — 15,804 Other* 519 602 981 195 2,297 $21,470 $45,729 $29,955 $12,940 $110,094 Pattern of Revenue Recognition Products transferred at a point in time $20,958 $45,131 $29,416 $12,774 $108,279 Services transferred over time 512 598 539 166 1,815 $21,470 $45,729 $29,955 $12,940 $110,094 Revenues for the nine months ended September 30, 2020 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenues Product 1-MCP based $19,264 $37,223 $23,217 $11,538 $91,242 Fungicides, disinfectants and coatings 534 9,650 1,750 — 11,934 Other* 722 700 938 239 2,599 $20,520 $47,573 $25,905 $11,777 $105,775 Pattern of Revenue Recognition Products transferred at a point in time $19,823 $46,887 $25,338 $11,538 $103,586 Services transferred over time 697 686 567 239 2,189 $20,520 $47,573 $25,905 $11,777 $105,775 *Other includes FreshCloud, technical services and sales-type equipment leases related to Tecnidex. (1) North America includes the United States and Canada. (2) EMEA includes Europe, the Middle East and Africa. (3) Latin America includes Argentina, Brazil, Chile, Costa Rica, Colombia, Dominican Republic, Ecuador, Guatemala, Mexico, Peru and Uruguay. (4) Asia Pacific includes Australia, China, India, Japan, New Zealand, the Philippines, South Korea, Taiwan and Thailand. Contract Assets and Liabilities Accounting Standards Codification ("ASC") 606 Revenue from contracts with Customers requires an entity to present a revenue contract as a contract asset when the entity performs its obligations under the contract by transferring goods or services to a customer before the customer pays consideration or before payment is due. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or an entity has a right to an amount of consideration that is unconditional (e.g., receivable), before the entity transfers a good or service to the customer. The following table presents changes in the Company’s contract assets and liabilities during the nine months ended September 30, 2021 and the year ended December 31, 2020: (in thousands) Balance at Additions Deductions Balance at Contract assets: Unbilled revenue $1,484 11,850 (9,855) $3,479 Contract liabilities: Deferred revenue $1,474 3,761 (3,911) $1,324 (in thousands) Balance at Additions Deductions Balance at Contract assets: Unbilled revenue $1,666 13,624 (13,806) $1,484 Contract liabilities: Deferred revenue $1,175 5,348 (5,049) $1,474 |
Recently Issued Accounting Standards and Pronouncements | Recently Issued Accounting Standards and Pronouncements In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-04, "Intangibles - Goodwill and Other", which simplifies the test for goodwill impairment. The guidance is effective for the Company beginning in the first quarter of fiscal year 2020. The Company adopted this standard on January 1, 2020. The adoption of this standard did not have a material impact on the condensed consolidated financial statements of the Company. In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments”, which introduces a new current expense credit loss model to measure impairment on certain types of financial instruments. This update requires an entity to use a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. In addition, the FASB issued various amendments during 2018 and 2019 to clarify the provisions of ASU 2016-13. The standard was effective for fiscal years beginning January 1, 2020, including interim periods. The Company adopted the new guidance on January 1, 2020. The adoption of this standard did not have a material impact on the condensed consolidated financial statements of the Company. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which is part of the FASB disclosure framework project to improve the effectiveness of disclosures in the notes to the financial statements. The amendments in the new guidance remove, modify and add certain disclosure requirements related to fair value measurements covered in Topic 820, "Fair Value Measurement". The new standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted the new guidance on January 1, 2020. The adoption of this standard did not have a material impact on the notes to condensed consolidated financial statements of the Company. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments simplify the accounting for income taxes by removing certain exceptions to the general principles of Topic 740, "Income Taxes" and also improve consistent application by clarifying and amending existing guidance. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted the new guidance on January 1, 2021. The adoption of the new guidance did not have a material impact on the condensed consolidated financial statements of the Company. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of disaggregated revenue | Revenues for the three months ended September 30, 2021 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenues Product 1-MCP based $17,677 $23,286 $781 $1,569 $43,313 Fungicides, disinfectants and coatings 917 3,182 1,283 — 5,382 Other* 127 129 180 47 483 $18,721 $26,597 $2,244 $1,616 $49,178 Pattern of Revenue Recognition Products transferred at a point in time $18,603 $26,468 $2,064 $1,583 $48,718 Services transferred over time 118 129 180 33 460 $18,721 $26,597 $2,244 $1,616 $49,178 Revenues for the three months ended September 30, 2020 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenues Product 1-MCP based $17,122 $28,906 $845 $1,165 $48,038 Fungicides, disinfectants and coatings 534 3,011 575 — 4,120 Other* 190 115 210 97 612 $17,846 $32,032 $1,630 $1,262 $52,770 Pattern of Revenue Recognition Products transferred at a point in time $17,663 $31,921 $1,420 $1,165 $52,169 Services transferred over time 183 111 210 97 601 $17,846 $32,032 $1,630 $1,262 $52,770 Revenues for the nine months ended September 30, 2021 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenues Product 1-MCP based $20,020 $34,083 $25,145 $12,745 $91,993 Fungicides, disinfectants and coatings 931 11,044 3,829 — 15,804 Other* 519 602 981 195 2,297 $21,470 $45,729 $29,955 $12,940 $110,094 Pattern of Revenue Recognition Products transferred at a point in time $20,958 $45,131 $29,416 $12,774 $108,279 Services transferred over time 512 598 539 166 1,815 $21,470 $45,729 $29,955 $12,940 $110,094 Revenues for the nine months ended September 30, 2020 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenues Product 1-MCP based $19,264 $37,223 $23,217 $11,538 $91,242 Fungicides, disinfectants and coatings 534 9,650 1,750 — 11,934 Other* 722 700 938 239 2,599 $20,520 $47,573 $25,905 $11,777 $105,775 Pattern of Revenue Recognition Products transferred at a point in time $19,823 $46,887 $25,338 $11,538 $103,586 Services transferred over time 697 686 567 239 2,189 $20,520 $47,573 $25,905 $11,777 $105,775 *Other includes FreshCloud, technical services and sales-type equipment leases related to Tecnidex. (1) North America includes the United States and Canada. (2) EMEA includes Europe, the Middle East and Africa. (3) Latin America includes Argentina, Brazil, Chile, Costa Rica, Colombia, Dominican Republic, Ecuador, Guatemala, Mexico, Peru and Uruguay. (4) Asia Pacific includes Australia, China, India, Japan, New Zealand, the Philippines, South Korea, Taiwan and Thailand. |
Schedule of changes in contract assets and liabilities | The following table presents changes in the Company’s contract assets and liabilities during the nine months ended September 30, 2021 and the year ended December 31, 2020: (in thousands) Balance at Additions Deductions Balance at Contract assets: Unbilled revenue $1,484 11,850 (9,855) $3,479 Contract liabilities: Deferred revenue $1,474 3,761 (3,911) $1,324 (in thousands) Balance at Additions Deductions Balance at Contract assets: Unbilled revenue $1,666 13,624 (13,806) $1,484 Contract liabilities: Deferred revenue $1,175 5,348 (5,049) $1,474 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories at September 30, 2021 and December 31, 2020 consisted of the following: (in thousands) September 30, 2021 December 31, 2020 Raw material $2,926 $3,100 Work-in-process 4,567 7,079 Finished goods 13,015 13,288 Supplies 826 1,112 Total inventories $21,334 $24,579 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other current assets | The Company's other current assets at September 30, 2021 and December 31, 2020 consisted of the following: (in thousands) September 30, 2021 December 31, 2020 VAT receivable $10,945 $9,348 Income tax receivable 8,137 4,716 Prepaid and other current assets 4,349 3,155 Total other current assets $23,431 $17,219 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment at September 30, 2021 and December 31, 2020 consisted of the following: (in thousands, except for useful life data) Useful life September 30, 2021 December 31, 2020 Buildings and leasehold improvements 7-20 $7,019 $6,416 Machinery & equipment 1-12 13,115 11,981 Furniture 1-12 2,964 3,031 Construction in progress 1,185 1,146 24,283 22,574 Less: accumulated depreciation (12,342) (10,142) Total property and equipment, net $11,941 $12,432 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in the carrying amount of goodwill | Changes in the carrying amount of goodwill for the nine months ended September 30, 2021 and the year ended December 31, 2020 were as follows: (in thousands) September 30, 2021 December 31, 2020 Beginning balance $6,925 $6,323 Foreign currency translation (356) 602 Ending balance $6,569 $6,925 |
Schedule of other intangible assets | The Company’s intangible assets at September 30, 2021 and December 31, 2020 consisted of the following: September 30, 2021 December 31, 2020 (in thousands) Gross Carrying Accumulated Net Gross Carrying Accumulated Net Intangible assets with finite lives: Developed technology $798,198 ($283,880) $514,318 $798,260 ($254,629) $543,631 Customer relationships 20,145 (6,835) 13,310 19,072 (4,042) 15,030 Software 10,946 (9,965) 981 10,865 (9,693) 1,172 Trade name 3,738 (374) 3,364 — — — Other 100 (87) 13 100 (75) 25 Total intangible assets with finite lives 833,127 (301,141) 531,986 828,297 (268,439) 559,858 Intangible assets with indefinite lives: Trade name 23,400 — 23,400 27,343 — 27,343 Service provider network 2,000 — 2,000 2,000 — 2,000 Total intangible assets with indefinite lives 25,400 — 25,400 29,343 — 29,343 Total intangible assets $858,527 ($301,141) $557,386 $857,640 ($268,439) $589,201 |
Schedule of estimated annual amortization expense for finite-lived intangible assets | Estimated annual amortization expense for finite-lived intangible assets subsequent to September 30, 2021 is as follows: (in thousands) Amount 2021 (remaining) $10,729 2022 42,619 2023 42,503 2024 40,845 2025 40,621 Thereafter 354,669 Total $531,986 |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other assets | The Company’s other assets at September 30, 2021 and December 31, 2020 consisted of the following: (in thousands) September 30, 2021 December 31, 2020 Right-of-use asset $6,066 $6,184 Long-term sales-type lease receivable 2,526 2,821 Other long-term receivable 2,418 3,489 Total other assets $11,010 $12,494 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued and other current liabilities | The Company’s accrued and other current liabilities at September 30, 2021 and December 31, 2020 consisted of the following: (in thousands) September 30, 2021 December 31, 2020 Accrued compensation and benefits $8,847 $7,778 Accrued taxes 8,265 6,649 Lease liability 1,614 1,708 Deferred revenue 1,324 1,474 Accrued rebates payable 2,300 390 Insurance premium financing payable — 695 Severance 912 598 Accrued interest 72 83 Other 4,936 6,601 Total accrued and other current liabilities $28,270 $25,976 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of debt, net of unamortized discount and deferred financing fees | The Company’s debt, net of unamortized deferred issuance costs, at September 30, 2021 and December 31, 2020 consisted of the following: (in thousands) September 30, 2021 December 31, 2020 Total term loan outstanding $263,188 $274,313 Unamortized deferred issuance costs (6,915) (8,588) Tecnidex loan outstanding 1,649 2,144 Less: Amounts due within one year 3,326 3,378 Total long-term debt due after one year $254,596 $264,491 |
Schedule of principal repayments under the term loan | Scheduled principal repayments of the Company's debt subsequent to September 30, 2021 are as follows: (in thousands) Amount 2021 (remaining) $806 2022 3,366 2023 3,120 2024 257,253 2025 292 Total $264,837 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of additional information of operating leases | Additional information regarding the Company's operating leases is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Operating Lease Cost Operating leases $546 $662 $1,649 $1,916 Short-term leases (1) 318 6 732 182 Total lease expense $864 $668 $2,381 $2,098 (1) Leases with an initial term of twelve months or less are not recorded on the balance sheet. Other information on operating leases: Nine Months Ended September 30, 2021 2020 Cash payments included in operating cash flows $1,689 $1,645 Right-of-use assets obtained in exchange for new lease $1,665 $769 Weighted average discount rate 8.39 % 9.11 % Weighted average remaining lease term in years 5.5 years 5.1 years |
Schedule of maturities of lease liabilities | The following table presents the contractual maturities of the Company's lease liabilities as of September 30, 2021. (in thousands) Lease Liability Remainder of 2021 $568 2022 1,974 2023 1,603 2024 941 2025 754 Thereafter 2,161 Total undiscounted lease payments 8,001 Less: present value adjustment 1,759 Operating lease liability $6,242 |
Other Noncurrent Liabilities (T
Other Noncurrent Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Liabilities, Other than Long-term Debt, Noncurrent [Abstract] | |
Other noncurrent liabilities | The Company’s other noncurrent liabilities at September 30, 2021 and December 31, 2020 consisted of the following: (in thousands) September 30, 2021 December 31, 2020 Lease liability $4,628 $4,650 Other (1) 1,815 1,782 Total other noncurrent liabilities $6,443 $6,432 (1) Other noncurrent liabilities include long-term rebates and pension liabilities. |
Redeemable Non-Controlling In_2
Redeemable Non-Controlling Interest (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Temporary equity | The following table summarizes the changes to the Company's Redeemable non-controlling interest. (in thousands) September 30, 2021 December 31, 2020 Beginning balance ($8,446) ($7,701) Net loss attributable to redeemable non-controlling interest 932 394 Adjustment of NCI to redemption value (491) (1,139) Ending balance ($8,005) ($8,446) Series B-1 Convertible Preferred Stock Series B-2 Convertible Preferred Stock Series B Convertible Preferred Stock (in thousands) Shares Amount Shares Amount Shares Amount Balance at December 31, 2019 — $— — $— — $— Issuance of preferred stock 150 150,000 150 — — — Exchange to Series B preferred stock (150) (150,000) (150) — 150 150,000 Issuance-related expenses — — — — — (11,516) In kind dividend — — — — — 5,244 Balance at December 31, 2020 — — — — 150 143,728 Redemption of shares — — — — (5) (5,330) In kind dividend — — — — — 8,610 Balance at September 30, 2021 — $— — $— 145 $147,008 |
Series B Convertible Preferre_2
Series B Convertible Preferred Stock and Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Change in Series B Preferred Stock | The following table summarizes the changes to the Company's Redeemable non-controlling interest. (in thousands) September 30, 2021 December 31, 2020 Beginning balance ($8,446) ($7,701) Net loss attributable to redeemable non-controlling interest 932 394 Adjustment of NCI to redemption value (491) (1,139) Ending balance ($8,005) ($8,446) Series B-1 Convertible Preferred Stock Series B-2 Convertible Preferred Stock Series B Convertible Preferred Stock (in thousands) Shares Amount Shares Amount Shares Amount Balance at December 31, 2019 — $— — $— — $— Issuance of preferred stock 150 150,000 150 — — — Exchange to Series B preferred stock (150) (150,000) (150) — 150 150,000 Issuance-related expenses — — — — — (11,516) In kind dividend — — — — — 5,244 Balance at December 31, 2020 — — — — 150 143,728 Redemption of shares — — — — (5) (5,330) In kind dividend — — — — — 8,610 Balance at September 30, 2021 — $— — $— 145 $147,008 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Reconciliation of weighted average shares outstanding | The following is a reconciliation of the weighted-average common shares outstanding used for the computation of basic and diluted net loss per common share: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Basic weighted-average common shares outstanding 51,583 51,002 51,323 50,766 Effect of dilutive options, restricted stock, and restricted stock units — — — — Diluted weighted-average shares outstanding 51,583 51,002 51,323 50,766 |
Amounts that could potentially dilute basic earnings per share | The following represents the weighted average number of shares that could potentially dilute basic earnings per share in the future: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Convertible preferred stock 31,242 21,527 30,955 7,228 Stock-based compensation awards (1) : Stock options 1,446 800 1,114 804 Restricted stock awards and restricted stock units 3,790 1,811 3,214 1,079 Warrants: Private placement warrants — 2,076 — 4,789 Public warrants — 3,310 — 7,636 (1) SARs and Phantom stocks are payable in cash so will therefore have no impact on number of shares. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of revenue by segment | The following table presents a breakdown of our revenues and gross profit based on reportable segments for the three and nine months ended September 30, 2021 and 2020. Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 AgroFresh Core Revenues $44,815 $49,343 $96,438 $94,723 Gross Profit 33,078 38,283 74,843 73,080 Tecnidex Revenues 4,363 3,427 13,656 11,052 Gross Profit 1,065 976 2,798 4,203 Total Revenues $49,178 $52,770 $110,094 $105,775 Total Gross Profit $34,143 $39,259 $77,641 $77,283 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Tabular disclosure of financial instruments measured at fair value on a recurring basis | The following table presents the fair value of the Company's financial instruments that are measured at fair value on a recurring basis as of September 30, 2021. (in thousands) Level 3 Liability-classified stock compensation (1) $198 The following table presents the fair value of the Company's financial instruments that are measured at fair value on a recurring basis as of December 31, 2020. (in thousands) Level 3 Liability-classified stock compensation (1) $282 (1) The fair values of performance-based phantom shares granted in 2019 and 2020 were estimated using a Monte Carlo simulation pricing model with the assumptions described below: September 30, 2021 Grant date fair value $1.70 — $7.28 Risk-free interest rate 0.27% — 2.39% Expected life (years) 2.71 — 2.75 Estimated volatility factor 65.1% — 69.9% Expected dividends None |
Changes in financial instruments measured at level 3 fair value on a recurring basis | The following table presents the changes during the periods presented in our Level 3 financial instruments that are measured at fair value on a recurring basis. (in thousands) Liability-classified stock compensation Balance, December 31, 2020 $282 Stock compensation activity (84) Balance, September 30, 2021 $198 |
Description of Business (Detail
Description of Business (Details) | 9 Months Ended |
Sep. 30, 2021storageRoomcountry | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating countries (over) | country | 50 |
Number of storage rooms (over) | storageRoom | 25,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | |||
Amounts reclassified from unbilled revenue to accounts receivable | $ (9,900) | $ (13,800) | |
Amounts reclassified from deferred revenue to revenue | (3,900) | ||
Deductions from deferred revenue | $ (3,911) | $ (5,049) | |
Argentina | Geographic concentration risk | Revenue from contract with customer | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage (as a precent) | 5.00% | ||
Argentina | Geographic concentration risk | Revenue benchmark | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage (as a precent) | 6.00% | ||
Subsidiaries | Argentina | |||
Concentration Risk [Line Items] | |||
Net assets | $ (5,400) |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | $ 49,178 | $ 52,770 | $ 110,094 | $ 105,775 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 18,721 | 17,846 | 21,470 | 20,520 |
EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 26,597 | 32,032 | 45,729 | 47,573 |
Latin America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 2,244 | 1,630 | 29,955 | 25,905 |
Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 1,616 | 1,262 | 12,940 | 11,777 |
Products transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 48,718 | 52,169 | 108,279 | 103,586 |
Products transferred at a point in time | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 18,603 | 17,663 | 20,958 | 19,823 |
Products transferred at a point in time | EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 26,468 | 31,921 | 45,131 | 46,887 |
Products transferred at a point in time | Latin America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 2,064 | 1,420 | 29,416 | 25,338 |
Products transferred at a point in time | Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 1,583 | 1,165 | 12,774 | 11,538 |
Services transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 460 | 601 | 1,815 | 2,189 |
Services transferred over time | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 118 | 183 | 512 | 697 |
Services transferred over time | EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 129 | 111 | 598 | 686 |
Services transferred over time | Latin America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 180 | 210 | 539 | 567 |
Services transferred over time | Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 33 | 97 | 166 | 239 |
1-MCP based | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 43,313 | 48,038 | 91,993 | 91,242 |
1-MCP based | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 17,677 | 17,122 | 20,020 | 19,264 |
1-MCP based | EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 23,286 | 28,906 | 34,083 | 37,223 |
1-MCP based | Latin America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 781 | 845 | 25,145 | 23,217 |
1-MCP based | Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 1,569 | 1,165 | 12,745 | 11,538 |
Fungicides, disinfectants and coatings | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 5,382 | 4,120 | 15,804 | 11,934 |
Fungicides, disinfectants and coatings | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 917 | 534 | 931 | 534 |
Fungicides, disinfectants and coatings | EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 3,182 | 3,011 | 11,044 | 9,650 |
Fungicides, disinfectants and coatings | Latin America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 1,283 | 575 | 3,829 | 1,750 |
Fungicides, disinfectants and coatings | Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 0 | 0 | 0 | 0 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 483 | 612 | 2,297 | 2,599 |
Other | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 127 | 190 | 519 | 722 |
Other | EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 129 | 115 | 602 | 700 |
Other | Latin America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 180 | 210 | 981 | 938 |
Other | Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | $ 47 | $ 97 | $ 195 | $ 239 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Contract assets: | ||
Beginning balance | $ 1,484 | $ 1,666 |
Additions | 11,850 | 13,624 |
Deductions | (9,855) | (13,806) |
Ending balance | 3,479 | 1,484 |
Contract liabilities: | ||
Beginning balance | 1,474 | 1,175 |
Additions | 3,761 | 5,348 |
Deductions | (3,911) | (5,049) |
Ending balance | $ 1,324 | $ 1,474 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Jun. 13, 2020 | |
Other affiliates | Investment agreement | ||
Related party transactions | ||
Percent of board required for right to designate directors (as a percent) | 50.00% | |
Percent ownership interest required to designate directors (as a percent) | 20.00% | |
Director | Mutal services agreement | ||
Related party transactions | ||
Expenses paid per service agreement | $ 0 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw material | $ 2,926 | $ 3,100 |
Work-in-process | 4,567 | 7,079 |
Finished goods | 13,015 | 13,288 |
Supplies | 826 | 1,112 |
Total inventories | $ 21,334 | $ 24,579 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
VAT receivable | $ 10,945 | $ 9,348 |
Income tax receivable | 8,137 | 4,716 |
Prepaid and other current assets | 4,349 | 3,155 |
Total other current assets | $ 23,431 | $ 17,219 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 24,283 | $ 24,283 | $ 22,574 | ||
Less: accumulated depreciation | (12,342) | (12,342) | (10,142) | ||
Total property and equipment, net | 11,941 | 11,941 | 12,432 | ||
Depreciation expense | 700 | $ 700 | 2,000 | $ 1,900 | |
Buildings and leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 7,019 | $ 7,019 | 6,416 | ||
Buildings and leasehold improvements | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life (years) | 7 years | ||||
Buildings and leasehold improvements | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life (years) | 20 years | ||||
Machinery & equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 13,115 | $ 13,115 | 11,981 | ||
Machinery & equipment | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life (years) | 1 year | ||||
Machinery & equipment | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life (years) | 12 years | ||||
Furniture | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 2,964 | $ 2,964 | 3,031 | ||
Furniture | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life (years) | 1 year | ||||
Furniture | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life (years) | 12 years | ||||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 1,185 | $ 1,185 | $ 1,146 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 6,925 | $ 6,323 |
Foreign currency translation | (356) | 602 |
Ending balance | $ 6,569 | $ 6,925 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Other intangible assets: | |||
Gross carrying amount, finite-lived | $ 833,127 | $ 828,297 | |
Gross carrying amount, indefinite-lived | 25,400 | 29,343 | |
Total intangible assets | 858,527 | 857,640 | |
Accumulated Amortization | (301,141) | $ (268,439) | (268,439) |
Total | 531,986 | 559,858 | |
Net, indefinite-lived intangible assets | 25,400 | 29,343 | |
Total intangible assets, net | 557,386 | 589,201 | |
Trade name | |||
Other intangible assets: | |||
Gross carrying amount, indefinite-lived | 23,400 | 27,343 | |
Net, indefinite-lived intangible assets | 23,400 | 27,343 | |
Service provider network | |||
Other intangible assets: | |||
Gross carrying amount, indefinite-lived | 2,000 | 2,000 | |
Net, indefinite-lived intangible assets | 2,000 | 2,000 | |
Developed technology | |||
Other intangible assets: | |||
Gross carrying amount, finite-lived | 798,198 | 798,260 | |
Accumulated Amortization | (283,880) | (254,629) | |
Total | 514,318 | 543,631 | |
Customer relationships | |||
Other intangible assets: | |||
Gross carrying amount, finite-lived | 20,145 | 19,072 | |
Accumulated Amortization | (6,835) | (4,042) | |
Total | 13,310 | 15,030 | |
Software | |||
Other intangible assets: | |||
Gross carrying amount, finite-lived | 10,946 | 10,865 | |
Accumulated Amortization | (9,965) | (9,693) | |
Total | 981 | 1,172 | |
Trade name | |||
Other intangible assets: | |||
Gross carrying amount, finite-lived | 3,738 | 0 | |
Accumulated Amortization | (374) | 0 | |
Total | 3,364 | 0 | |
Other | |||
Other intangible assets: | |||
Gross carrying amount, finite-lived | 100 | 100 | |
Accumulated Amortization | (87) | (75) | |
Total | $ 13 | $ 25 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||
Gross carrying amount, finite-lived | $ 833,127 | $ 833,127 | $ 828,297 | |||
Amortization expense | 301,141 | 301,141 | $ 268,439 | 268,439 | ||
Amortization of intangibles | 10,830 | $ 10,973 | $ 32,092 | $ 32,866 | ||
Weighted average | ||||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||
Useful life (in years) | 13 years 7 months 6 days | |||||
Trade name | ||||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||
Gross carrying amount, finite-lived | 3,738 | $ 3,738 | 0 | |||
Amortization expense | 374 | $ 374 | 0 | |||
Trade name | Weighted average | ||||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||
Useful life (in years) | 2 years 3 months 18 days | |||||
Trade name | Tecnidex | ||||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||
Useful life (in years) | 2 years 6 months | |||||
Developed technology | ||||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||
Gross carrying amount, finite-lived | 798,198 | $ 798,198 | 798,260 | |||
Amortization expense | 283,880 | $ 283,880 | 254,629 | |||
Developed technology | Weighted average | ||||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||
Useful life (in years) | 13 years 9 months 18 days | |||||
Customer relationships | ||||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||
Gross carrying amount, finite-lived | 20,145 | $ 20,145 | 19,072 | |||
Amortization expense | 6,835 | $ 6,835 | 4,042 | |||
Customer relationships | Weighted average | ||||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||
Useful life (in years) | 10 years 8 months 12 days | |||||
Software | ||||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||
Gross carrying amount, finite-lived | 10,946 | $ 10,946 | 10,865 | |||
Amortization expense | 9,965 | $ 9,965 | 9,693 | |||
Software | Weighted average | ||||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||
Useful life (in years) | 2 years 1 month 6 days | |||||
Other | ||||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||
Gross carrying amount, finite-lived | 100 | $ 100 | 100 | |||
Amortization expense | $ 87 | $ 87 | $ 75 | |||
Other | Weighted average | ||||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||
Useful life (in years) | 9 months 18 days |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Estimated annual amortization expense | ||
2021 (remaining) | $ 10,729 | |
2022 | 42,619 | |
2023 | 42,503 | |
2024 | 40,845 | |
2025 | 40,621 | |
Thereafter | 354,669 | |
Total | $ 531,986 | $ 559,858 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Other Assets [Abstract] | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Total other assets | Total other assets |
Right-of-use asset | $ 6,066 | $ 6,184 |
Long-term sales-type lease receivable | 2,526 | 2,821 |
Other long-term receivable | 2,418 | 3,489 |
Total other assets | 11,010 | $ 12,494 |
Other long-term receivable deemed uncollectible, write off | $ 800 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefits | $ 8,847 | $ 7,778 |
Accrued taxes | 8,265 | 6,649 |
Lease liability | 1,614 | 1,708 |
Deferred revenue | 1,324 | 1,474 |
Accrued rebates payable | 2,300 | 390 |
Insurance premium financing payable | 0 | 695 |
Severance | 912 | 598 |
Accrued interest | 72 | 83 |
Other | 4,936 | 6,601 |
Total accrued and other current liabilities | $ 28,270 | $ 25,976 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total accrued and other current liabilities | Total accrued and other current liabilities |
Debt - Net of Unamortized Disco
Debt - Net of Unamortized Discounts and Deferred Financing Fees (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Jul. 27, 2020 |
Debt Instrument [Line Items] | |||
Less: Amounts due within one year | $ 3,326 | $ 3,378 | |
Total long-term debt due after one year | 254,596 | 264,491 | |
Tecnidex loan outstanding | |||
Debt Instrument [Line Items] | |||
Loans outstanding | 1,649 | 2,144 | |
Term loan | |||
Debt Instrument [Line Items] | |||
Loans outstanding | 263,188 | 274,313 | $ 403,800 |
Unamortized deferred issuance costs | $ (6,915) | $ (8,588) |
Debt - Narrative (Details)
Debt - Narrative (Details) | Jul. 27, 2020USD ($) | Jul. 31, 2015USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Jul. 31, 2020EUR (€) | May 31, 2020EUR (€) | Mar. 31, 2020EUR (€) |
Credit facility | ||||||||||||
Interest rate (as a percent) | 7.25% | 7.25% | ||||||||||
Amortization of deferred financing costs | $ 1,772,000 | $ 2,342,000 | ||||||||||
Long term debt, gross | $ 264,837,000 | 264,837,000 | ||||||||||
Interest rate swap | ||||||||||||
Credit facility | ||||||||||||
Cash flow hedge, gain (loss) | $ 4,000,000 | |||||||||||
Derivative financial instruments, liabilities | Interest rate swap | ||||||||||||
Credit facility | ||||||||||||
Unrealized gain (loss) | $ 300,000 | (400,000) | ||||||||||
Maximum | ||||||||||||
Credit facility | ||||||||||||
Commitment fee percentage (as a percent) | 0.50% | |||||||||||
Minimum | ||||||||||||
Credit facility | ||||||||||||
Commitment fee percentage (as a percent) | 0.375% | |||||||||||
Eurodollar | ||||||||||||
Credit facility | ||||||||||||
Margin of interest (as a percent) | 6.25% | |||||||||||
Eurodollar | Maximum | ||||||||||||
Credit facility | ||||||||||||
Margin of interest (as a percent) | 6.25% | |||||||||||
Eurodollar | Minimum | ||||||||||||
Credit facility | ||||||||||||
Margin of interest (as a percent) | 6.00% | |||||||||||
Base rate | ||||||||||||
Credit facility | ||||||||||||
Margin of interest (as a percent) | 5.25% | |||||||||||
Revolving loan | ||||||||||||
Credit facility | ||||||||||||
Maximum borrowing available | $ 25,000,000 | |||||||||||
Debt issuance costs incurred | 500,000 | $ 1,300,000 | ||||||||||
Long term debt, gross | 0 | 0 | ||||||||||
Term loan | ||||||||||||
Credit facility | ||||||||||||
Face amount | 275,000,000 | 425,000,000 | 263,200,000 | 263,200,000 | € 600,000 | € 300,000 | € 1,000,000 | |||||
Interest rate (as a percent) | 2.50% | 2.20% | 1.50% | |||||||||
Prepayment of principal | $ 9,100,000 | |||||||||||
Extinguishment of debt | 107,100,000 | |||||||||||
Loan balance | 403,800,000 | 263,188,000 | 263,188,000 | $ 274,313,000 | ||||||||
Modification of debt | 296,700,000 | |||||||||||
Write off of deferred debt issuance cost | 700,000 | |||||||||||
Unamortized issuance costs | 1,900,000 | |||||||||||
Debt issuance costs incurred | 7,500,000 | $ 12,900,000 | ||||||||||
Amortization of deferred financing costs | $ 200,000 | 300,000 | $ 1,400,000 | |||||||||
Deferred issuance costs, net | 6,915,000 | 6,915,000 | $ 8,588,000 | |||||||||
Long term debt, gross | 0 | 0 | ||||||||||
Fair value of debt | 263,800,000 | 263,800,000 | ||||||||||
Amortization per year (as a percent) | 1.00% | |||||||||||
Term loan | Amended Credit Facility | ||||||||||||
Credit facility | ||||||||||||
Debt issuance costs incurred | 6,400,000 | |||||||||||
Amortization of deferred financing costs | $ 600,000 | $ 1,700,000 | ||||||||||
Term loan | Existing lenders | ||||||||||||
Credit facility | ||||||||||||
Write off of deferred debt issuance cost | 4,400,000 | |||||||||||
Term loan | New lenders | ||||||||||||
Credit facility | ||||||||||||
Debt issuance costs incurred | 1,100,000 | |||||||||||
Bridge loan | ||||||||||||
Credit facility | ||||||||||||
Maximum borrowing available | 5,000,000 | |||||||||||
Letter-of-credit sub-facility | ||||||||||||
Credit facility | ||||||||||||
Maximum borrowing available | $ 10,000,000 | $ 10,000,000 | ||||||||||
Credit facility | Alternate base rate | ||||||||||||
Credit facility | ||||||||||||
Margin of interest (as a percent) | 3.75% | |||||||||||
Credit facility | LIBOR | ||||||||||||
Credit facility | ||||||||||||
Margin of interest (as a percent) | 4.75% | |||||||||||
Variable rate base minimum (as a percent) | 1.00% |
Debt - Principal Repayments (De
Debt - Principal Repayments (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Schedule of principal repayments under the Term Loan | |
2021 (remaining) | $ 806 |
2022 | 3,366 |
2023 | 3,120 |
2024 | 257,253 |
2025 | 292 |
Total | $ 264,837 |
Leases - Additional Information
Leases - Additional Information on Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Lease, Cost [Abstract] | ||||
Operating leases | $ 546 | $ 662 | $ 1,649 | $ 1,916 |
Short-term lease | 318 | 6 | 732 | 182 |
Total lease expense | $ 864 | $ 668 | 2,381 | 2,098 |
Cash payments included in operating cash flows | 1,689 | 1,645 | ||
Right-of-use assets obtained in exchange for new lease | $ 1,665 | $ 769 | ||
Weighted average discount rate (in percent) | 8.39% | 9.11% | 8.39% | 9.11% |
Weighted average remaining lease term (in years) | 5 years 6 months | 5 years 1 month 6 days | 5 years 6 months | 5 years 1 month 6 days |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities: Current Period (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Leases [Abstract] | |
Remainder of 2021 | $ 568 |
2022 | 1,974 |
2023 | 1,603 |
2024 | 941 |
2025 | 754 |
Thereafter | 2,161 |
Total undiscounted lease payments | 8,001 |
Less: present value adjustment | 1,759 |
Operating lease liability | $ 6,242 |
Other Noncurrent Liabilities (D
Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Liabilities, Other than Long-term Debt, Noncurrent [Abstract] | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total other noncurrent liabilities | Total other noncurrent liabilities |
Lease liability | $ 4,628 | $ 4,650 |
Other | 1,815 | 1,782 |
Total other noncurrent liabilities | $ 6,443 | $ 6,432 |
Severance (Details)
Severance (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Compensation Related Costs [Abstract] | |||||
Severance expense | $ 0 | $ 0.4 | $ 1.6 | $ 0.5 | |
Severance liability, current | $ 0.9 | $ 0.9 | $ 0.6 |
Redeemable Non-Controlling In_3
Redeemable Non-Controlling Interest - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 01, 2017 |
Noncontrolling Interest [Line Items] | ||||
Redeemable non-controlling interest | $ 8,005 | $ 8,446 | $ 7,701 | |
Tecnidex Fruit Protection, S.A.U. | Option agreement | ||||
Noncontrolling Interest [Line Items] | ||||
Ownership percentage by noncontrolling owners (as a percent) | 25.00% | |||
Tecnidex Fruit Protection, S.A.U. | ||||
Noncontrolling Interest [Line Items] | ||||
Percentage of voting interests acquired (as a percent) | 75.00% |
Redeemable Non-Controlling In_4
Redeemable Non-Controlling Interest - Changes in Redeemable Non-controlling Interest (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Beginning balance | $ (8,446) | $ (7,701) |
Net loss attributable to redeemable non-controlling interest | 932 | 394 |
Adjustment of NCI to redemption value | (491) | (1,139) |
Ending balance | $ (8,005) | $ (8,446) |
Series B Convertible Preferre_3
Series B Convertible Preferred Stock and Stockholders' Equity (Details) | Jun. 13, 2020USD ($)$ / sharesshares | Jul. 31, 2015directorshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)vote$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2015shares | Dec. 31, 2020USD ($)$ / sharesshares | Jul. 31, 2020$ / sharesshares | Dec. 31, 2018USD ($) | Feb. 28, 2014shares |
Class of Warrant or Right [Line Items] | |||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares outstanding (in shares) | 1 | 1 | 1 | ||||||||
Authorized common stock (in shares) | 400,000,000 | 400,000,000 | 400,000,000 | ||||||||
Par value of common stock (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Number of votes entitled by holders of common stock for each share of common stock | vote | 1 | ||||||||||
Common stock, shares outstanding (in shares) | 52,339,000 | 52,339,000 | 52,431,000 | ||||||||
Number of shares issuable upon exercise of warrants (in shares) | 16,000,000 | ||||||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | ||||||||||
Number of warrants outstanding (in shares) | 16,000,000 | ||||||||||
Rohm and Haas | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Number of shares of Series A Preferred Stock issued as condition to consummation of business combination (in shares) | 1 | ||||||||||
Number of directors preferred stockholder is entitled to appoint if minimum ownership percentage of common stock is maintained | director | 1 | ||||||||||
Minimum percentage of outstanding shares of voting and non-voting common stock to be held to entitle preferred stockholder to appoint director (as a percent) | 10.00% | ||||||||||
Series B Convertible Stock | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Accrued dividends | $ | $ 0 | $ 0 | $ 0 | ||||||||
Preferred stock, convertible, conversion price (in dollars per share) | $ / shares | $ 5 | ||||||||||
Series B Convertible Stock | Maximum | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Preferred stock issued (in shares) | 31,700,000 | 31,700,000 | 31,000,000 | ||||||||
Series B Convertible Stock | Paid in-kind | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Dividends | $ | $ 2,300,000 | $ 2,200,000 | $ 8,600,000 | $ 2,200,000 | |||||||
Series B Convertible Stock | Cash | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Dividends | $ | $ 3,900,000 | $ 2,200,000 | $ 10,000,000 | $ 2,200,000 | |||||||
Series B-1 Convertible Preferred Stock | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||||||||
Series B-2 Convertible Preferred Stock | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||||||||
Private placement warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Dividend rate increase (as a percent) | 2.00% | ||||||||||
Number of warrants outstanding (in shares) | 6,200,000 | ||||||||||
Private placement warrants | Dividends within first anniversary | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Percentage payable in cash (as a percent) | 50.00% | ||||||||||
Percentage payable in kind (as a percent) | 50.00% | ||||||||||
Private placement warrants | Dividends after first anniversary | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Percentage payable in cash (as a percent) | 50.00% | ||||||||||
Percentage payable in kind (as a percent) | 37.50% | ||||||||||
Percentage payable in cash or kind (as a percent) | 12.50% | ||||||||||
Private placement warrants | Convertible preferred stock | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Sale of stock, consideration received on transaction | $ | $ 150,000,000 | ||||||||||
Private placement warrants | Series B Convertible Stock | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Preferred stock issued (in shares) | 150,000 | ||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 150,000 | ||||||||||
Liquidation preference (in dollars per share) | $ / shares | $ 1,000 | ||||||||||
Cumulative dividend rate (as a percent) | 16.00% | ||||||||||
Private placement warrants | Series B-1 Convertible Preferred Stock | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Preferred stock issued (in shares) | 150,000 | ||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||
Liquidation preference (in dollars per share) | $ / shares | $ 1,000 | ||||||||||
Cumulative dividend rate (as a percent) | 16.00% | ||||||||||
Private placement warrants | Series B-2 Convertible Preferred Stock | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Preferred stock issued (in shares) | 150,000 | ||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||
Public warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Number of warrants outstanding (in shares) | 9,800,000 | ||||||||||
Number of warrants repurchased (in shares) | 1,200,000 | ||||||||||
ATM Facility | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Maximum aggregate offering of common stock | $ | $ 30,000,000 |
Series B Convertible Preferre_4
Series B Convertible Preferred Stock and Stockholders' Equity - Temporary Equity (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Temporary Equity [Line Items] | ||
Balance at beginning of period | $ 143,728 | |
Balance at end of period | $ 147,008 | $ 143,728 |
Series B Convertible Stock | ||
Temporary Equity [Line Items] | ||
Balance at beginning of period (in shares) | 150,000 | 0 |
Balance at beginning of period | $ 143,728 | $ 0 |
Issuance of preferred stock (in shares) | 0 | |
Issuance of preferred stock | $ 0 | |
Exchange to Series B preferred stock (in shares) | 150,000 | |
Exchange to Series B preferred stock | $ 150,000 | |
Redemption of shares | $ 5,330 | 11,516 |
In kind dividend | $ 5,244 | |
Redemption of shares (in shares) | 4,954 | |
Additional preferred shares (in shares) | 0 | |
In kind dividend | $ 8,610 | |
Balance at end of period (in shares) | 145,000 | 150,000 |
Balance at end of period | $ 147,008 | $ 143,728 |
Series B-1 Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Balance at beginning of period (in shares) | 0 | 0 |
Balance at beginning of period | $ 0 | $ 0 |
Issuance of preferred stock (in shares) | 150,000 | |
Issuance of preferred stock | $ 150,000 | |
Exchange to Series B preferred stock (in shares) | (150,000) | |
Exchange to Series B preferred stock | $ (150,000) | |
Redemption of shares | $ 0 | 0 |
In kind dividend | $ 0 | |
Additional preferred shares (in shares) | 0 | |
In kind dividend | $ 0 | |
Balance at end of period (in shares) | 0 | 0 |
Balance at end of period | $ 0 | $ 0 |
Series B-2 Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Balance at beginning of period (in shares) | 0 | 0 |
Balance at beginning of period | $ 0 | $ 0 |
Issuance of preferred stock (in shares) | 150,000 | |
Issuance of preferred stock | $ 0 | |
Exchange to Series B preferred stock (in shares) | (150,000) | |
Exchange to Series B preferred stock | $ 0 | |
Redemption of shares | $ 0 | 0 |
In kind dividend | $ 0 | |
Additional preferred shares (in shares) | 0 | |
In kind dividend | $ 0 | |
Balance at end of period (in shares) | 0 | 0 |
Balance at end of period | $ 0 | $ 0 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Aug. 31, 2021 | Jul. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 13,700,000 | ||||||
Stock-based compensation expense | $ 1 | $ 0.9 | $ 2.1 | $ 2.7 | |||
Share-based compensation, nonvested awards, compensation cost not yet recognized | $ 7 | $ 7 | |||||
Period for recognition of compensation on unvested stock option (in years) | 2 years 2 months 12 days | ||||||
ESPP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 1,300,000 | ||||||
ESPP | Employee Stock Purchase Plan 2019 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Discount from market price, purchase date (as a percent) | 15.00% | ||||||
Purchase period (in month) | 6 months | ||||||
ESPP purchase price of common stock, percent of closing price (as a percent) | 85.00% | ||||||
Shares issued (in shares) | 406,476 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Weighted Average Common Shares Outstanding (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Basic (in shares) | 51,583,000 | 51,002,000 | 51,323,000 | 50,766,000 |
Effect of dilutive options, performance stock units and restricted stock (in shares) | 0 | 0 | 0 | 0 |
Diluted (in shares) | 51,583,000 | 51,002,000 | 51,323,000 | 50,766,000 |
Earnings Per Share - Weighted a
Earnings Per Share - Weighted average number of shares that could dilute basic EPS (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Convertible preferred stock | ||||
Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 31,242 | 21,527 | 30,955 | 7,228 |
Stock options | ||||
Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 1,446 | 800 | 1,114 | 804 |
Restricted stock awards and restricted stock units | ||||
Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 3,790 | 1,811 | 3,214 | 1,079 |
Warrants | Private placement warrants | ||||
Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 0 | 2,076 | 0 | 4,789 |
Warrants | Public warrants | ||||
Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 0 | 3,310 | 0 | 7,636 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 20.40% | 955.50% | (35.60%) | (147.90%) |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($) | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | ||||
Number of operating segments | segment | 2 | |||
Number of reportable segments | segment | 2 | |||
Net sales | $ 49,178 | $ 52,770 | $ 110,094 | $ 105,775 |
Gross Profit | 34,143 | 39,259 | 77,641 | 77,283 |
AgroFresh Core | ||||
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | ||||
Net sales | 44,815 | 49,343 | 96,438 | 94,723 |
Gross Profit | 33,078 | 38,283 | 74,843 | 73,080 |
Tecnidex | ||||
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | ||||
Net sales | 4,363 | 3,427 | 13,656 | 11,052 |
Gross Profit | $ 1,065 | $ 976 | $ 2,798 | $ 4,203 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - Unfavorable regulatory action $ in Millions | Oct. 14, 2019USD ($) |
Loss Contingencies [Line Items] | |
Damages awarded | $ 31.1 |
Reduction of damages awarded | $ 18 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments Measured on a Recurring Basis (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Phantom Stock Units | ||
Financial instruments measured at fair value on a recurring basis | ||
Expected dividends | $ 0 | |
Minimum | Phantom Stock Units | ||
Financial instruments measured at fair value on a recurring basis | ||
Grant date fair value (in dollars per share) | $ 1.70 | |
Risk free interest rate (as a percent) | 0.27% | |
Expected life (years) | 2 years 8 months 15 days | |
Estimated volatility factor (as a percent) | 65.10% | |
Maximum | Phantom Stock Units | ||
Financial instruments measured at fair value on a recurring basis | ||
Grant date fair value (in dollars per share) | $ 7.28 | |
Risk free interest rate (as a percent) | 2.39% | |
Expected life (years) | 2 years 9 months | |
Estimated volatility factor (as a percent) | 69.90% | |
Liability-classified stock compensation | Level 3 | ||
Financial instruments measured at fair value on a recurring basis | ||
Fair value of liability | $ 198,000 | |
Liability-classified stock compensation | Recurring | Level 3 | ||
Financial instruments measured at fair value on a recurring basis | ||
Fair value of liability | $ 198,000 | $ 282,000 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes of Level 3 Financial Instruments (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Liability-classified stock compensation | Level 3 | |
Financial instruments measured at Level 3 fair value on a recurring basis rollforward | |
Stock compensation activity | $ (84,000) |
Balance, ending period | 198,000 |
Term loan | |
Financial instruments measured at Level 3 fair value on a recurring basis | |
Fair value of debt | 263,800,000 |
Recurring | |
Financial instruments measured at Level 3 fair value on a recurring basis | |
Transfers between Level 2 and Level 1 | 0 |
Transfers between Level 1 and Level 2 | 0 |
Transfers out of level 3 | 0 |
Recurring | Liability-classified stock compensation | Level 3 | |
Financial instruments measured at Level 3 fair value on a recurring basis rollforward | |
Balance, beginning period | 282,000 |
Balance, ending period | $ 198,000 |
Other Expense (Income) (Details
Other Expense (Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Other Income and Expenses [Abstract] | ||||
Other income (loss) | $ (299) | $ 96 | $ 14,053 | $ 1,596 |
Correction Prior Period Errors
Correction Prior Period Errors - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Redeemable NCI | $ 994 | $ (30,053) | $ (7,843) | $ (50,651) |
Revision of Prior Period, Error Correction, Adjustment | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Redeemable NCI | $ 800 | $ 1,200 |