Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 26, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
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 | One Washington Square | |
Entity Address, Address Line Two | 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 $0.0001 per share | |
Trading Symbol | AGFS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 52,690,179 | |
Entity Central Index Key | 0001592016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 51,546 | $ 61,930 |
Accounts receivable, net of allowance for doubtful accounts of $1,540 and $2,143, respectively | 38,697 | 53,538 |
Inventories | 26,944 | 19,780 |
Other current assets | 22,918 | 19,878 |
Total Current Assets | 140,105 | 155,126 |
Property and equipment, net | 11,385 | 11,986 |
Intangible assets, net | 525,186 | 546,652 |
Deferred income tax assets | 8,185 | 7,392 |
Other assets | 12,020 | 11,406 |
TOTAL ASSETS | 696,881 | 732,562 |
Current Liabilities: | ||
Accounts payable | 16,745 | 16,969 |
Current portion of long-term debt | 3,278 | 3,362 |
Income taxes payable | 2,147 | 2,382 |
Accrued expenses and other current liabilities | 23,054 | 26,994 |
Total Current Liabilities | 45,224 | 49,707 |
Long-term debt | 253,516 | 254,194 |
Other noncurrent liabilities | 7,553 | 6,256 |
Deferred income tax liabilities | 31,079 | 34,833 |
Total Liabilities | 337,372 | 344,990 |
Commitments and contingencies (see Note 20) | ||
Temporary Equity: | ||
Series B convertible preferred stock, par value $0.0001; 150 shares authorized and designated and 145 shares outstanding at June 30, 2022 and December 31, 2021, respectively | 155,066 | 149,386 |
Redeemable non-controlling interest | 7,353 | 7,787 |
Stockholders’ Equity: | ||
Common stock, par value $0.0001; 400,000 shares authorized, 53,354 and 53,080 shares issued and 52,693 and 52,418 outstanding at June 30, 2022 and December 31, 2021, respectively | 5 | 5 |
Preferred stock, par value $0.0001; 0.001 share authorized and outstanding at June 30, 2022 and December 31, 2021 | 0 | 0 |
Treasury stock, par value $0.0001; 661 shares at June 30, 2022 and December 31, 2021 | (3,885) | (3,885) |
Additional paid-in capital | 518,322 | 529,303 |
Accumulated deficit | (269,763) | (248,660) |
Accumulated other comprehensive loss | (47,589) | (46,364) |
Total Stockholders' Equity | 197,090 | 230,399 |
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY | $ 696,881 | $ 732,562 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Allowance for doubtful accounts | $ 1,540 | $ 2,143 |
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) | 53,354,000 | 53,080,000 |
Common stock, shares outstanding (in shares) | 52,693,000 | 52,418,000 |
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 | 145,000 |
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 ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Net sales | $ 25,752 | $ 21,924 | $ 65,641 | $ 60,916 |
Cost of sales (excluding amortization, shown separately below) | 9,292 | 7,104 | 21,215 | 17,418 |
Gross profit | 16,460 | 14,820 | 44,426 | 43,498 |
Research and development expenses | 2,884 | 3,496 | 5,935 | 6,794 |
Selling, general and administrative expenses | 14,334 | 13,620 | 26,226 | 27,171 |
Amortization of intangibles | 10,708 | 10,499 | 21,426 | 21,262 |
Operating loss | (11,466) | (12,795) | (9,161) | (11,729) |
Other income (expense) | 9 | (46) | 514 | 14,352 |
(Loss) gain on foreign currency exchange | (4,878) | 921 | (6,074) | 1,354 |
Interest expense, net | (5,092) | (5,216) | (10,039) | (11,106) |
Loss before income taxes | (21,427) | (17,136) | (24,760) | (7,129) |
Income taxes (benefit) expense | (3,058) | 144 | (3,222) | 1,967 |
Net loss including non-controlling interest | (18,369) | (17,280) | (21,538) | (9,096) |
Less: Net loss attributable to non-controlling interests | (353) | (20) | (435) | (259) |
Net loss attributable to AgroFresh Solutions, Inc. | (18,016) | (17,260) | (21,103) | (8,837) |
Less: Dividends on convertible preferred stock | 6,533 | 6,327 | 12,969 | 12,332 |
Net loss attributable to AgroFresh Solutions, Inc. common stockholders | $ (24,549) | $ (23,587) | $ (34,072) | $ (21,169) |
Loss per share of common shares: | ||||
Basic (in dollars per share) | $ (0.47) | $ (0.46) | $ (0.66) | $ (0.41) |
Diluted (in dollars per share) | $ (0.47) | $ (0.46) | $ (0.66) | $ (0.41) |
Weighted average shares of common stock outstanding: | ||||
Basic (in shares) | 52,089 | 51,348 | 51,913 | 51,191 |
Diluted (in shares) | 52,089 | 51,348 | 51,913 | 51,191 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (18,369) | $ (17,280) | $ (21,538) | $ (9,096) |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustments | (3,392) | 401 | (1,225) | (6,157) |
Comprehensive loss, net of tax | $ (21,761) | $ (16,879) | $ (22,763) | $ (15,253) |
UNAUDITED CONDENSED CONSOLIDA_5
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 Loss |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 53,092 | |||||
Beginning balance (in USD) at Dec. 31, 2020 | $ 272,393 | $ 0 | $ 5 | $ (3,885) | $ 552,776 | $ (244,836) | $ (31,667) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 1,082 | 1,082 | |||||
Issuance of stock, net of forfeitures (in shares) | 258 | ||||||
Shares withheld for taxes (in shares) | (120) | ||||||
Shares withheld for taxes | (266) | (266) | |||||
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 | (12,332) | (12,332) | |||||
Adjustment of NCI to redemption value | 0 | (238) | 238 | ||||
Net loss attributable to AgroFresh Solutions, Inc. | (8,837) | (8,837) | |||||
Comprehensive loss | (6,157) | (6,157) | |||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 52,806 | |||||
Ending balance (in USD) at Jun. 30, 2021 | 246,046 | $ 0 | $ 5 | (3,885) | 541,185 | (253,435) | (37,824) |
Beginning balance (in shares) at Mar. 31, 2021 | 0 | 53,051 | |||||
Beginning balance (in USD) at Mar. 31, 2021 | 268,962 | $ 0 | $ 5 | (3,885) | 547,480 | (236,413) | (38,225) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 330 | 330 | |||||
Issuance of stock, net of forfeitures (in shares) | 237 | ||||||
Shares withheld for taxes (in shares) | (100) | ||||||
Shares withheld for taxes | (223) | (223) | |||||
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 | (6,327) | (6,327) | |||||
Adjustment of NCI to redemption value | 0 | (238) | 238 | ||||
Net loss attributable to AgroFresh Solutions, Inc. | (17,260) | (17,260) | |||||
Comprehensive loss | 401 | 401 | |||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 52,806 | |||||
Ending balance (in USD) at Jun. 30, 2021 | 246,046 | $ 0 | $ 5 | (3,885) | 541,185 | (253,435) | (37,824) |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 53,080 | |||||
Beginning balance (in USD) at Dec. 31, 2021 | 230,399 | $ 0 | $ 5 | (3,885) | 529,303 | (248,660) | (46,364) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 2,242 | 2,242 | |||||
Issuance of stock, net of forfeitures (in shares) | 390 | ||||||
Shares withheld for taxes (in shares) | (116) | ||||||
Shares withheld for taxes | (400) | (400) | |||||
Issuance of common stock under employee stock purchase plan | 146 | 146 | |||||
Convertible preferred dividend | (12,969) | (12,969) | |||||
Net loss attributable to AgroFresh Solutions, Inc. | (21,103) | (21,103) | |||||
Comprehensive loss | (1,225) | (1,225) | |||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 53,354 | |||||
Ending balance (in USD) at Jun. 30, 2022 | 197,090 | $ 0 | $ 5 | (3,885) | 518,322 | (269,763) | (47,589) |
Beginning balance (in shares) at Mar. 31, 2022 | 0 | 53,244 | |||||
Beginning balance (in USD) at Mar. 31, 2022 | 223,720 | $ 0 | $ 5 | (3,885) | 523,544 | (251,747) | (44,197) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 1,340 | 1,340 | |||||
Issuance of stock, net of forfeitures (in shares) | 208 | ||||||
Shares withheld for taxes (in shares) | (98) | ||||||
Shares withheld for taxes | (175) | (175) | |||||
Issuance of common stock under employee stock purchase plan | 146 | 146 | |||||
Convertible preferred dividend | (6,533) | (6,533) | |||||
Net loss attributable to AgroFresh Solutions, Inc. | (18,016) | (18,016) | |||||
Comprehensive loss | (3,392) | (3,392) | |||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 53,354 | |||||
Ending balance (in USD) at Jun. 30, 2022 | $ 197,090 | $ 0 | $ 5 | $ (3,885) | $ 518,322 | $ (269,763) | $ (47,589) |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (21,538) | $ (9,096) |
Adjustments to reconcile net loss to net cash provided in operating activities: | ||
Depreciation and amortization | 22,892 | 22,600 |
Stock-based compensation | 2,242 | 1,082 |
Amortization of deferred financing costs | 1,037 | 1,266 |
Deferred income taxes | (3,712) | 2,042 |
Provision for bad debts | 133 | 190 |
(Gain) loss on sales of property and equipment | (5) | 56 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 18,973 | 27,078 |
Inventories | (8,310) | (506) |
Prepaid expenses and other current assets | (5,000) | (3,804) |
Accounts payable | 425 | (6,243) |
Accrued expenses and other liabilities | (2,662) | (3,848) |
Income taxes payable | (177) | 240 |
Other assets and liabilities | 23 | (181) |
Net cash provided by operating activities | 4,321 | 30,876 |
Cash flows from investing activities: | ||
Capital expenditures | (1,672) | (1,304) |
Net cash used in investing activities | (1,672) | (1,304) |
Cash flows from financing activities: | ||
Repayment of long-term debt | (1,631) | (10,729) |
Payment of preferred dividends | (7,289) | (6,065) |
Payment for redemption of convertible preferred stock | 0 | (5,330) |
Proceeds from issuance of stock under employee stock purchase plan | 146 | 163 |
Net cash used in financing activities | (8,774) | (21,961) |
Effect of exchange rate changes on cash and cash equivalents | (4,259) | (947) |
Net (decrease) increase in cash and cash equivalents | (10,384) | 6,664 |
Cash and cash equivalents, beginning of period | 61,930 | 50,030 |
Cash and cash equivalents, end of period | 51,546 | 56,694 |
Cash paid for: | ||
Cash paid for interest | 9,628 | 9,899 |
Cash paid for income taxes | 2,882 | 2,196 |
Supplemental schedule of non-cash investing and financing activities: | ||
Accrued purchases of property and equipment | $ 364 | $ 105 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business AgroFresh Solutions, Inc. (the “Company”) is an agriculture technology innovator and global leader with a mission to prevent food loss and waste and conserve the planet’s resources by providing a range of science-based solutions, data-driven digital technologies and high-touch customer services. The Company supports growers, packers and retailers with solutions across the food supply chain to enhance the quality and extend the shelf life of fresh produce. The Company has 40 years of post-harvest experience across a broad range of crops, including revolutionizing the apple industry with the SmartFresh™ Quality System more than 20 years ago. The AgroFresh platform is powered by the Company's comprehensive portfolio that includes plant-based coatings, equipment and proprietary solutions that help improve the freshness supply chain from harvest to the home. 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™ for near-harvest optimization, and the SmartFresh™ 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™) and liquid (ActiSeal™) delivery options. The Company has a controlling interest in AgroFresh Fruit Protection S.A. ("AgroFresh Fruit Protection") (formerly Tecnidex Fruit Protection, S.A.), a leading regional provider of post-harvest fungicides, disinfectants, coatings and packinghouse equipment for the citrus market. 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. 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 | 6 Months Ended |
Jun. 30, 2022 | |
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, 2021. Certain prior period amounts have been reclassified to conform to the current year presentation. 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 six months ended June 30, 2022, 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 and Turkey 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 where there are multiple data sources for measuring and reporting inflation in applicable countries. 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. As the three-year cumulative inflation rate exceeded 100 percent as of June 30, 2022, there is no change to highly inflationary accounting in Argentina. In the first half of 2022, the Turkish lira 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 April 1, 2022. As a result, the Company elected to adopt highly inflationary accounting as of July 1, 2022 for its subsidiary in Turkey. Under highly inflationary accounting, the functional currencies of the Company's subsidiaries in Argentina and Turkey 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 in the currencies of these countries on monetary assets and liabilities are reflected in earnings. As of June 30, 2022, the Company’s subsidiary in Argentina had net assets of ($9.9) million. Net sales attributable to Argentina were approximately 8% and 8% of the Company’s consolidated net sales for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, the Company’s subsidiary in Turkey had net assets of $10.9 million. Net sales attributable to Turkey were approximately 1% of the Company’s consolidated net sales for the six months ended June 30, 2022. 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 June 30, 2022 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenues Product 1-MCP based $1,604 $5,238 $6,501 $5,808 $19,151 Fungicides, disinfectants and coatings — 4,505 1,704 93 6,302 Other* 2 — 99 198 299 $1,606 $9,743 $8,304 $6,099 $25,752 Pattern of Revenue Recognition Products transferred at a point in time $1,542 $9,588 $8,069 $6,021 $25,220 Services transferred over time 64 155 235 78 532 $1,606 $9,743 $8,304 $6,099 $25,752 Revenues for the three months ended June 30, 2021 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenues Product 1-MCP based $580 $5,434 $5,623 $5,212 $16,849 Fungicides, disinfectants and coatings — 3,317 999 — 4,316 Other* 235 74 350 100 759 $815 $8,825 $6,972 $5,312 $21,924 Pattern of Revenue Recognition Products transferred at a point in time $588 $8,755 $6,725 $5,218 $21,286 Services transferred over time 227 70 247 94 638 $815 $8,825 $6,972 $5,312 $21,924 Revenues for the six months ended June 30, 2022 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenues Product 1-MCP based $3,135 $11,805 $23,040 $11,922 $49,902 Fungicides, disinfectants and coatings — 10,358 3,824 93 14,275 Other* 316 398 483 267 1,464 $3,451 $22,561 $27,347 $12,282 $65,641 Pattern of Revenue Recognition Products transferred at a point in time $3,198 $22,021 $27,004 $12,161 $64,384 Services transferred over time 253 540 343 121 1,257 $3,451 $22,561 $27,347 $12,282 $65,641 Revenues for the six months ended June 30, 2021 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenues Product 1-MCP based $2,344 $10,796 $24,364 $11,176 $48,680 Fungicides, disinfectants and coatings 14 7,863 2,546 — 10,423 Other* 391 473 801 148 1,813 $2,749 $19,132 $27,711 $11,324 $60,916 Pattern of Revenue Recognition Products transferred at a point in time $2,355 $18,663 $27,352 $11,191 $59,561 Services transferred over time 394 469 359 133 1,355 $2,749 $19,132 $27,711 $11,324 $60,916 *Other includes FreshCloud, technical services and sales-type equipment leases related to AgroFresh Fruit Protection. (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 six months ended June 30, 2022 and the year ended December 31, 2021: (in thousands) Balance at Additions Deductions Balance at Contract assets: Unbilled revenue $795 7,030 (5,599) $2,226 Contract liabilities: Deferred revenue $635 2,078 (2,279) $434 (in thousands) Balance at Additions Deductions Balance at Contract assets: Unbilled revenue $1,484 17,617 (18,306) $795 Contract liabilities: Deferred revenue $1,474 4,123 (4,962) $635 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 six months ended June 30, 2022. Amounts reclassified from unbilled revenue to accounts receivable for the six months ended June 30, 2022 and for the year ended December 31, 2021 were $5.6 million and $18.3 million, respectively. Amounts reclassified from deferred revenue to revenue for the six months ended June 30, 2022 and for the year ended December 31, 2021 were $2.3 million and $5.0 million, respectively. Recently Issued Accounting Standards and Pronouncements 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 are met. The amendments are intended to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. The new standard is effective on a date selected by the Company between March 12, 2020 and December 31, 2022. The Company is currently evaluating the impact of adopting this guidance. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
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. (“PSP”) and Rohm and Haas Company ("R&H") entered into a side agreement, pursuant to which the parties agreed that if PSP 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 formerly a director of the Company. In February 2019, the Company made a further minority investment in RipeLocker. As of and for the six months ended June 30, 2022, 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 | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories at June 30, 2022 and December 31, 2021 consisted of the following: (in thousands) June 30, 2022 December 31, 2021 Raw material $3,084 $2,726 Work-in-process 4,460 3,746 Finished goods 18,355 12,520 Supplies 1,045 788 Total inventories $26,944 $19,780 |
Other Current Assets
Other Current Assets | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets The Company's other current assets at June 30, 2022 and December 31, 2021 consisted of the following: (in thousands) June 30, 2022 December 31, 2021 VAT receivable $11,432 $10,220 Prepaid income tax asset 7,540 6,256 Prepaid and other current assets 3,946 3,402 Total other current assets $22,918 $19,878 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment at June 30, 2022 and December 31, 2021 consisted of the following: (in thousands, except for useful life data) Useful life June 30, 2022 December 31, 2021 Buildings and leasehold improvements 7-20 $7,053 $6,967 Machinery & equipment 1-12 13,747 13,158 Furniture 1-12 2,886 2,927 Construction in progress 1,558 1,780 25,244 24,832 Less: accumulated depreciation (13,859) (12,846) Total property and equipment, net $11,385 $11,986 Depreciation expense was $0.7 million for each of the three months ended June 30, 2022 and 2021, respectively and $1.5 million and $1.3 million for the six months ended June 30, 2022 and 2021, respectively. Depreciation expense is recorded in cost of sales, selling, general and administrative expense and research and development expense in the unaudited condensed consolidated statements of operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Changes in the carrying amount of goodwill for the year ended December 31, 2021 were as follows: (in thousands) December 31, 2021 Beginning balance $6,925 Foreign currency translation (545) Impairment of goodwill (6,380) Ending balance $— As a result of the operating segment realignment discussed in Note 19 - Segment Information, the composition of the Company's reporting units for the evaluation of goodwill impairment has changed. Historically, the Company's reporting units were identified at the operating segment level, which consisted of AgroFresh Core and AgroFresh Fruit Protection and all of the Company's goodwill was assigned to the AgroFresh Fruit Protection reporting unit. Effective December 31, 2021, the Company concluded that it has one operating segment and one reporting unit, which resulted in the reassignment of its goodwill to its stand-alone reporting unit. Prior to the change, the Company tested goodwill for impairment at the previous reporting unit, which did not result in any impairment charge. Based upon the Company's impairment assessment at the new reporting unit (consolidated AgroFresh), the Company determined the carrying amount of the consolidated entity exceeded its fair value. As a result, the Company recorded $6.4 million in goodwill impairment charges during the year ended December 31, 2021. The Company’s intangible assets at June 30, 2022 and December 31, 2021 consisted of the following: June 30, 2022 December 31, 2021 (in thousands) Gross Carrying Accumulated Net Gross Carrying Accumulated Net Intangible assets with finite lives: Developed technology $798,490 ($313,437) $485,053 $798,669 ($293,920) $504,749 Customer relationships 18,911 (7,306) 11,605 19,778 (6,948) 12,830 Software 11,435 (10,328) 1,107 10,992 (10,235) 757 Trade name 3,368 (1,347) 2,021 3,635 (727) 2,908 Other 100 (100) — 100 (92) 8 Total intangible assets with finite lives 832,304 (332,518) 499,786 833,174 (311,922) 521,252 Intangible assets with indefinite lives: Trade name 23,400 — 23,400 23,400 — 23,400 Service provider network 2,000 — 2,000 2,000 — 2,000 Total intangible assets with indefinite lives 25,400 — 25,400 25,400 — 25,400 Total intangible assets $857,704 ($332,518) $525,186 $858,574 ($311,922) $546,652 At June 30, 2022, the weighted-average amortization periods remaining for developed technology, customer relationships, software, trade name and other was 13.0, 10.8, 2.3, 1.5 and 0.0 years, respectively, and the weighted-average amortization periods remaining for these finite-lived intangible assets was 12.9 years. Estimated annual amortization expense for finite-lived intangible assets subsequent to June 30, 2022 is as follows: (in thousands) Amount 2022 (remaining) $21,243 2023 42,473 2024 40,959 2025 40,629 2026 40,372 Thereafter 314,110 Total $499,786 |
Other Assets
Other Assets | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets The Company’s other assets at June 30, 2022 and December 31, 2021 consisted of the following: (in thousands) June 30, 2022 December 31, 2021 Right-of-use asset $7,275 $6,258 Long-term sales-type lease receivable 2,654 2,860 Other long-term receivable 2,091 2,288 Total other assets $12,020 $11,406 Other long-term receivable of $0.8 million was deemed uncollectible and was written off to other expense during the year ended December 31, 2021. |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued and Other Current Liabilities | Accrued and Other Current Liabilities The Company’s accrued and other current liabilities at June 30, 2022 and December 31, 2021 consisted of the following: (in thousands) June 30, 2022 December 31, 2021 Accrued taxes $7,663 $8,267 Accrued compensation and benefits 6,866 8,227 Bank overdraft 1,771 1,612 Lease liability 1,358 1,624 Severance 854 1,259 Accrued rebates payable 647 756 Deferred revenue 434 635 Accrued interest 79 72 Other 3,382 4,542 Total accrued and other current liabilities $23,054 $26,994 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s debt, net of unamortized deferred issuance costs, at June 30, 2022 and December 31, 2021 consisted of the following: (in thousands) June 30, 2022 December 31, 2021 Total term loan outstanding $261,125 $262,501 Unamortized deferred issuance costs (5,463) (6,434) AgroFresh Fruit Protection loan outstanding 1,132 1,489 Less: Amounts due within one year 3,278 3,362 Total long-term debt due after one year $253,516 $254,194 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 Credit Agreement a subsidiary of the Company had with Bank of Montreal that was entered into on July 31, 2015. 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 each of the three and six months ended June 30, 2022. 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 Amended 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 interest expense related to the amortization of the Amended Credit Facility debt issuance costs was $0.5 million during each of the three months ended June 30, 2022 and 2021 and $1.0 million and $0.9 million for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, there were $5.5 million of unamortized deferred issuance costs. At June 30, 2022, there was $261.1 million outstanding under the Amended Term Loan and no balance outstanding under the Amended Revolving Loan. At June 30, 2022, the Company evaluated the amount recorded under the Amended Term Loan and determined that the fair value was approximately $244.2 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 June 30, 2022. AgroFresh Fruit Protection Debt On March 23, 2020, AgroFresh Fruit Protection 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, AgroFresh Fruit Protection 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, AgroFresh Fruit Protection 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 June 30, 2022 are as follows: (in thousands) Amount 2022 (remaining) $1,686 2023 3,075 2024 257,231 2025 265 Total $262,257 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | LeasesThe 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 June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Operating Lease Cost Operating leases $495 $548 $997 $1,103 Short-term leases (1) 540 224 627 414 Total lease expense $1,035 $772 $1,624 $1,517 (1) Leases with an initial term of twelve months or less are not recorded on the balance sheet. Other information on operating leases: Six Months Ended June 30, 2022 2021 Cash payments included in operating cash flows $982 $1,145 Right-of-use assets obtained in exchange for new lease $2,888 $242 Weighted average discount rate 7.71 % 8.79 % Weighted average remaining lease term in years 6.1 years 4.4 years The following table presents the contractual maturities of the Company's lease liabilities as of June 30, 2022. (in thousands) Lease Liability Remainder of 2022 $981 2023 1,736 2024 1,498 2025 1,301 2026 1,195 Thereafter 2,730 Total undiscounted lease payments 9,441 Less: present value adjustment 1,881 Operating lease liability $7,560 |
Other Noncurrent Liabilities
Other Noncurrent Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Liabilities, Other than Long-Term Debt, Noncurrent [Abstract] | |
Other Noncurrent Liabilities | Other Noncurrent Liabilities The Company’s other noncurrent liabilities at June 30, 2022 and December 31, 2021 consisted of the following: (in thousands) June 30, 2022 December 31, 2021 Lease liability $6,202 $4,790 Other (1) 1,351 1,466 Total other noncurrent liabilities $7,553 $6,256 (1) Other noncurrent liabilities include long-term rebates and pension liabilities. |
Severance
Severance | 6 Months Ended |
Jun. 30, 2022 | |
Compensation Related Costs [Abstract] | |
Severance | SeveranceSeverance expense was $0.8 million and $1.5 million for the three months ended June 30, 2022 and 2021, respectively, and $0.8 million and $1.6 million for the six months ended June 30, 2022 and 2021, 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 June 30, 2022 and December 31, 2021, the Company had $0.9 million and $1.3 million of severance liability, respectively. |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interest ("NCI") | 6 Months Ended |
Jun. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Redeemable Non-Controlling Interest | Redeemable Non-Controlling Interest ("NCI") On November 7, 2017, the Company entered into a definitive agreement to acquire a controlling-interest in AgroFresh Fruit Protection. 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 AgroFresh Fruit Protection. In connection with the acquisition of AgroFresh Fruit Protection, 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 AgroFresh Fruit Protection represents a NCI to the Company, which is classified outside of stockholders' equity as the option of the Seller is redeemable. As of June 30, 2022 the carrying amount of the NCI was $7.4 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 NCI. (in thousands) June 30, 2022 December 31, 2021 Beginning balance ($7,787) ($8,446) Net loss attributable to redeemable non-controlling interest 434 2,258 Adjustment of NCI to redemption value — (1,599) Ending balance ($7,353) ($7,787) |
Series B Convertible Preferred
Series B Convertible Preferred Stock and Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
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 PSP, an affiliate of Paine Schwartz Partners, LLC, pursuant to which, subject to certain closing conditions, PSP 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 (the "Closing Date"), 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 PSP, 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"), PSP 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 Convertible Preferred Stock, par value $0.0001 per share, to PSP and all of the shares of Series B-1 Preferred Stock and Series B-2 Preferred Stock held by PSP were cancelled. No shares of Series B-1 Preferred Stock or Series B-2 Preferred Stock were outstanding as of June 30, 2022. 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 the first anniversary of the Closing Date, 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 Certificate of Designation of the Series B 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 $3.3 million in kind and $3.3 million in cash during the three months ended June 30, 2022, and $5.7 million in kind and $7.3 million in cash during the six months ended June 30, 2022. The Company paid dividends of $3.3 million in kind and $3.1 million in cash three months ended June 30, 2021, and $6.3 million in kind and $6.1 million in cash during the six months ended June 30, 2021 associated with the Series B Preferred Stock. As of June 30, 2022 and December 31, 2021, 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 (“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 June 30, 2022 and December 31, 2021, the maximum number of shares of common stock that could be issued upon conversion of the outstanding shares of Series B Preferred Stock was 33.3 million and 32.2 million shares, respectively. During the three months ended March 31, 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 six months ended June 30, 2022 and the year ended December 31, 2021. Series B Convertible Preferred Stock (in thousands) Shares Amount Balance at December 31, 2020 150 $143,728 Redemption of shares (5) (5,330) In kind dividend — 10,988 Balance at December 31, 2021 145 149,386 In kind dividend — 5,680 Balance at June 30, 2022 145 $155,066 In connection with the consummation of the Investment Agreement, the Company and PSP entered into a Registration Rights Agreement (as amended, 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 within 30 days following a written request by PSP, and will 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 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 June 30, 2022, there were approximately 52.7 million shares of common stock outstanding. Series A Preferred Stock The Company has one share of Series A Preferred Stock outstanding, which is owned by R&H. 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. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
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 1.25 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 June 30, 2022, 564,233 shares had been issued under the ESPP. Stock compensation expense for equity-classified and liability-classified awards was $1.3 million and $0.3 million for the three months ended June 30, 2022 and 2021, respectively. Stock compensation expense for equity-classified and liability-classified awards was $2.3 million and $1.2 million for the six months ended June 30, 2022 and 2021, respectively. Stock compensation expense is recognized in cost of goods sold, selling, general and administrative expenses and research and development expenses. At June 30, 2022, there was $8.7 million of unrecognized compensation cost relating to outstanding unvested equity instruments expected to be recognized over the weighted average period of 2.1 years. During the three months ended June 30, 2022, the Company granted the following share-based awards to members of management and employees. These awards will be settled in shares of the Company's common stock and are equity-classified. The grant date fair value of the time-based awards will be recognized on a straight-line basis over the vesting period. The grant date fair value of the performance-based awards will be recognized on a straight-line basis over the vesting period based on the probability of achieving the performance condition. The performance-based restricted stock units each have a performance period that ends on December 31, 2024. (in thousands) Number of shares Time-based restricted stock units 1,246 Performance-based restricted stock units 1,081 Total 2,327 During the three months ended June 30, 2022, the Company also granted the following share-based awards to members of management employed in certain countries outside of the United States. These awards will be settled in cash and are liability-classified. Therefore, the fair value of these liability-classified awards will be re-measured on each balance sheet date. The performance-based phantom shares each have a performance period that ends on December 31, 2024. (in thousands) Number of shares Time-based phantom shares 32 Performance-based phantom shares 18 Total 50 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. The Company had a net loss for the three months ended June 30, 2022 and 2021. Therefore, the effect of stock-based awards including options, restricted stock and restricted stock units outstanding at June 30, 2022 and 2021 were excluded in the computation of diluted loss per share because their inclusion would have been anti-dilutive. The following table is a reconciliation of the weighted-average common shares outstanding used for the computation of basic and diluted net loss per share: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Basic weighted-average number of shares of common stock outstanding 52,089 51,348 51,913 51,191 Effect of dilutive options, restricted stock and restricted stock units — — — — Diluted weighted-average number of shares of common stock outstanding 52,089 51,348 51,913 51,191 The following represents the weighted average number of shares that could potentially dilute basic earnings per share in the future: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Convertible preferred stock 32,670 30,591 32,430 30,810 Stock-based compensation awards (1) : Stock options 1,508 899 1,507 849 Restricted stock awards and restricted stock units 5,417 2,655 4,726 2,161 (1) SARs and phantom stock awards are payable in cash and will therefore have no impact on number of shares. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and June 30, 2021, 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. The Company's U.S. operations have incurred cumulative taxable losses through June 30, 2022. 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 six months ended June 30, 2022 differs from the U.S. statutory tax rate of 21%, primarily because of changes in valuation allowance positions related to certain foreign jurisdictions, taxable foreign inclusions within the U.S., and certain non-deductible items. The Company's effective tax rate for the three and six months ended June 30, 2022 was 14.3% and 13.0%, compared to the effective tax rate for the three and six months ended June 30, 2021 of (0.8)% and (27.6)%. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment InformationASC 280 requires use of the management approach for segment reporting. The management approach is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Through the nine months ended September 31, 2021, the Company had operated and managed our business as two reportable segments, AgroFresh Core and AgroFresh Fruit Protection (formerly Tecnidex). Due to changes in senior management, as well as the integration of AgroFresh Fruit Protection with the Company's Core business operational and reporting structure, during the fourth quarter of 2021, the Company determined that it has one reportable segment as of December 31, 2021. Since the Company operates in one operating segment, all required financial segment information can be found in the unaudited condensed consolidated financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The 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 | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022. (in thousands) Level 3 Liability-classified stock compensation (1) $164 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, 2021. (in thousands) Level 3 Liability-classified stock compensation (1) $241 (1) The fair values of market-based phantom shares granted in 2020 were estimated using a Monte Carlo simulation pricing model with the assumptions described below: Grant date fair value $1.70 Risk-free interest rate 0.27% Expected life (years) 2.71 Estimated volatility factor 65.8% 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 six months ended June 30, 2022. At June 30, 2022, the Company evaluated the amount recorded under the Amended Term Loan and determined that the fair value was approximately $244.2 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, 2021 $241 Stock compensation activity (77) Balance, June 30, 2022 $164 |
Other Income
Other Income | 6 Months Ended |
Jun. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Other Income | Other IncomeThe Company had no material other income for the three months ended June 30, 2022 or June 30, 2021. During the six months ended June 30, 2022, the Company had other income of $0.5 million related to the receipt of data sharing income. During the six months ended June 30, 2021 the Company had other income of $14.4 million due to the receipt of proceeds from the settlement of a litigation matter. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policy) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2021. Certain prior period amounts have been reclassified to conform to the current year presentation. |
Adoption of Highly Inflationary Accounting in Argentina and Turkey | Adoption of Highly Inflationary Accounting in Argentina and Turkey 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 where there are multiple data sources for measuring and reporting inflation in applicable countries. 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. As the three-year cumulative inflation rate exceeded 100 percent as of June 30, 2022, there is no change to highly inflationary accounting in Argentina. In the first half of 2022, the Turkish lira 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 April 1, 2022. As a result, the Company elected to adopt highly inflationary accounting as of July 1, 2022 for its subsidiary in Turkey. |
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 June 30, 2022 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenues Product 1-MCP based $1,604 $5,238 $6,501 $5,808 $19,151 Fungicides, disinfectants and coatings — 4,505 1,704 93 6,302 Other* 2 — 99 198 299 $1,606 $9,743 $8,304 $6,099 $25,752 Pattern of Revenue Recognition Products transferred at a point in time $1,542 $9,588 $8,069 $6,021 $25,220 Services transferred over time 64 155 235 78 532 $1,606 $9,743 $8,304 $6,099 $25,752 Revenues for the three months ended June 30, 2021 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenues Product 1-MCP based $580 $5,434 $5,623 $5,212 $16,849 Fungicides, disinfectants and coatings — 3,317 999 — 4,316 Other* 235 74 350 100 759 $815 $8,825 $6,972 $5,312 $21,924 Pattern of Revenue Recognition Products transferred at a point in time $588 $8,755 $6,725 $5,218 $21,286 Services transferred over time 227 70 247 94 638 $815 $8,825 $6,972 $5,312 $21,924 Revenues for the six months ended June 30, 2022 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenues Product 1-MCP based $3,135 $11,805 $23,040 $11,922 $49,902 Fungicides, disinfectants and coatings — 10,358 3,824 93 14,275 Other* 316 398 483 267 1,464 $3,451 $22,561 $27,347 $12,282 $65,641 Pattern of Revenue Recognition Products transferred at a point in time $3,198 $22,021 $27,004 $12,161 $64,384 Services transferred over time 253 540 343 121 1,257 $3,451 $22,561 $27,347 $12,282 $65,641 Revenues for the six months ended June 30, 2021 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenues Product 1-MCP based $2,344 $10,796 $24,364 $11,176 $48,680 Fungicides, disinfectants and coatings 14 7,863 2,546 — 10,423 Other* 391 473 801 148 1,813 $2,749 $19,132 $27,711 $11,324 $60,916 Pattern of Revenue Recognition Products transferred at a point in time $2,355 $18,663 $27,352 $11,191 $59,561 Services transferred over time 394 469 359 133 1,355 $2,749 $19,132 $27,711 $11,324 $60,916 *Other includes FreshCloud, technical services and sales-type equipment leases related to AgroFresh Fruit Protection. (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 six months ended June 30, 2022 and the year ended December 31, 2021: (in thousands) Balance at Additions Deductions Balance at Contract assets: Unbilled revenue $795 7,030 (5,599) $2,226 Contract liabilities: Deferred revenue $635 2,078 (2,279) $434 (in thousands) Balance at Additions Deductions Balance at Contract assets: Unbilled revenue $1,484 17,617 (18,306) $795 Contract liabilities: Deferred revenue $1,474 4,123 (4,962) $635 |
Recently Issued Accounting Standards and Pronouncements | Recently Issued Accounting Standards and Pronouncements 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 are met. The amendments are intended to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. The new standard is effective on a date selected by the Company between March 12, 2020 and December 31, 2022. The Company is currently evaluating the impact of adopting this guidance. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of disaggregated revenue | 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 June 30, 2022 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenues Product 1-MCP based $1,604 $5,238 $6,501 $5,808 $19,151 Fungicides, disinfectants and coatings — 4,505 1,704 93 6,302 Other* 2 — 99 198 299 $1,606 $9,743 $8,304 $6,099 $25,752 Pattern of Revenue Recognition Products transferred at a point in time $1,542 $9,588 $8,069 $6,021 $25,220 Services transferred over time 64 155 235 78 532 $1,606 $9,743 $8,304 $6,099 $25,752 Revenues for the three months ended June 30, 2021 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenues Product 1-MCP based $580 $5,434 $5,623 $5,212 $16,849 Fungicides, disinfectants and coatings — 3,317 999 — 4,316 Other* 235 74 350 100 759 $815 $8,825 $6,972 $5,312 $21,924 Pattern of Revenue Recognition Products transferred at a point in time $588 $8,755 $6,725 $5,218 $21,286 Services transferred over time 227 70 247 94 638 $815 $8,825 $6,972 $5,312 $21,924 Revenues for the six months ended June 30, 2022 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenues Product 1-MCP based $3,135 $11,805 $23,040 $11,922 $49,902 Fungicides, disinfectants and coatings — 10,358 3,824 93 14,275 Other* 316 398 483 267 1,464 $3,451 $22,561 $27,347 $12,282 $65,641 Pattern of Revenue Recognition Products transferred at a point in time $3,198 $22,021 $27,004 $12,161 $64,384 Services transferred over time 253 540 343 121 1,257 $3,451 $22,561 $27,347 $12,282 $65,641 Revenues for the six months ended June 30, 2021 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenues Product 1-MCP based $2,344 $10,796 $24,364 $11,176 $48,680 Fungicides, disinfectants and coatings 14 7,863 2,546 — 10,423 Other* 391 473 801 148 1,813 $2,749 $19,132 $27,711 $11,324 $60,916 Pattern of Revenue Recognition Products transferred at a point in time $2,355 $18,663 $27,352 $11,191 $59,561 Services transferred over time 394 469 359 133 1,355 $2,749 $19,132 $27,711 $11,324 $60,916 *Other includes FreshCloud, technical services and sales-type equipment leases related to AgroFresh Fruit Protection. (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 six months ended June 30, 2022 and the year ended December 31, 2021: (in thousands) Balance at Additions Deductions Balance at Contract assets: Unbilled revenue $795 7,030 (5,599) $2,226 Contract liabilities: Deferred revenue $635 2,078 (2,279) $434 (in thousands) Balance at Additions Deductions Balance at Contract assets: Unbilled revenue $1,484 17,617 (18,306) $795 Contract liabilities: Deferred revenue $1,474 4,123 (4,962) $635 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories at June 30, 2022 and December 31, 2021 consisted of the following: (in thousands) June 30, 2022 December 31, 2021 Raw material $3,084 $2,726 Work-in-process 4,460 3,746 Finished goods 18,355 12,520 Supplies 1,045 788 Total inventories $26,944 $19,780 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other current assets | The Company's other current assets at June 30, 2022 and December 31, 2021 consisted of the following: (in thousands) June 30, 2022 December 31, 2021 VAT receivable $11,432 $10,220 Prepaid income tax asset 7,540 6,256 Prepaid and other current assets 3,946 3,402 Total other current assets $22,918 $19,878 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment at June 30, 2022 and December 31, 2021 consisted of the following: (in thousands, except for useful life data) Useful life June 30, 2022 December 31, 2021 Buildings and leasehold improvements 7-20 $7,053 $6,967 Machinery & equipment 1-12 13,747 13,158 Furniture 1-12 2,886 2,927 Construction in progress 1,558 1,780 25,244 24,832 Less: accumulated depreciation (13,859) (12,846) Total property and equipment, net $11,385 $11,986 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in the carrying amount of goodwill | Changes in the carrying amount of goodwill for the year ended December 31, 2021 were as follows: (in thousands) December 31, 2021 Beginning balance $6,925 Foreign currency translation (545) Impairment of goodwill (6,380) Ending balance $— |
Schedule of other intangible assets | The Company’s intangible assets at June 30, 2022 and December 31, 2021 consisted of the following: June 30, 2022 December 31, 2021 (in thousands) Gross Carrying Accumulated Net Gross Carrying Accumulated Net Intangible assets with finite lives: Developed technology $798,490 ($313,437) $485,053 $798,669 ($293,920) $504,749 Customer relationships 18,911 (7,306) 11,605 19,778 (6,948) 12,830 Software 11,435 (10,328) 1,107 10,992 (10,235) 757 Trade name 3,368 (1,347) 2,021 3,635 (727) 2,908 Other 100 (100) — 100 (92) 8 Total intangible assets with finite lives 832,304 (332,518) 499,786 833,174 (311,922) 521,252 Intangible assets with indefinite lives: Trade name 23,400 — 23,400 23,400 — 23,400 Service provider network 2,000 — 2,000 2,000 — 2,000 Total intangible assets with indefinite lives 25,400 — 25,400 25,400 — 25,400 Total intangible assets $857,704 ($332,518) $525,186 $858,574 ($311,922) $546,652 |
Schedule of estimated annual amortization expense for finite-lived intangible assets | Estimated annual amortization expense for finite-lived intangible assets subsequent to June 30, 2022 is as follows: (in thousands) Amount 2022 (remaining) $21,243 2023 42,473 2024 40,959 2025 40,629 2026 40,372 Thereafter 314,110 Total $499,786 |
Other Assets (Tables)
Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other assets | The Company’s other assets at June 30, 2022 and December 31, 2021 consisted of the following: (in thousands) June 30, 2022 December 31, 2021 Right-of-use asset $7,275 $6,258 Long-term sales-type lease receivable 2,654 2,860 Other long-term receivable 2,091 2,288 Total other assets $12,020 $11,406 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued and other current liabilities | The Company’s accrued and other current liabilities at June 30, 2022 and December 31, 2021 consisted of the following: (in thousands) June 30, 2022 December 31, 2021 Accrued taxes $7,663 $8,267 Accrued compensation and benefits 6,866 8,227 Bank overdraft 1,771 1,612 Lease liability 1,358 1,624 Severance 854 1,259 Accrued rebates payable 647 756 Deferred revenue 434 635 Accrued interest 79 72 Other 3,382 4,542 Total accrued and other current liabilities $23,054 $26,994 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021 consisted of the following: (in thousands) June 30, 2022 December 31, 2021 Total term loan outstanding $261,125 $262,501 Unamortized deferred issuance costs (5,463) (6,434) AgroFresh Fruit Protection loan outstanding 1,132 1,489 Less: Amounts due within one year 3,278 3,362 Total long-term debt due after one year $253,516 $254,194 |
Schedule of principal repayments under the term loan | Scheduled principal repayments of the Company's debt subsequent to June 30, 2022 are as follows: (in thousands) Amount 2022 (remaining) $1,686 2023 3,075 2024 257,231 2025 265 Total $262,257 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of additional information of operating leases | Additional information regarding the Company's operating leases is as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Operating Lease Cost Operating leases $495 $548 $997 $1,103 Short-term leases (1) 540 224 627 414 Total lease expense $1,035 $772 $1,624 $1,517 (1) Leases with an initial term of twelve months or less are not recorded on the balance sheet. Other information on operating leases: Six Months Ended June 30, 2022 2021 Cash payments included in operating cash flows $982 $1,145 Right-of-use assets obtained in exchange for new lease $2,888 $242 Weighted average discount rate 7.71 % 8.79 % Weighted average remaining lease term in years 6.1 years 4.4 years |
Schedule of maturities of lease liabilities | The following table presents the contractual maturities of the Company's lease liabilities as of June 30, 2022. (in thousands) Lease Liability Remainder of 2022 $981 2023 1,736 2024 1,498 2025 1,301 2026 1,195 Thereafter 2,730 Total undiscounted lease payments 9,441 Less: present value adjustment 1,881 Operating lease liability $7,560 |
Other Noncurrent Liabilities (T
Other Noncurrent Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Liabilities, Other than Long-Term Debt, Noncurrent [Abstract] | |
Other noncurrent liabilities | The Company’s other noncurrent liabilities at June 30, 2022 and December 31, 2021 consisted of the following: (in thousands) June 30, 2022 December 31, 2021 Lease liability $6,202 $4,790 Other (1) 1,351 1,466 Total other noncurrent liabilities $7,553 $6,256 (1) Other noncurrent liabilities include long-term rebates and pension liabilities. |
Redeemable Non-Controlling In_2
Redeemable Non-Controlling Interest ("NCI") (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Temporary equity | The following table summarizes the changes to the Company's redeemable NCI. (in thousands) June 30, 2022 December 31, 2021 Beginning balance ($7,787) ($8,446) Net loss attributable to redeemable non-controlling interest 434 2,258 Adjustment of NCI to redemption value — (1,599) Ending balance ($7,353) ($7,787) Series B Convertible Preferred Stock (in thousands) Shares Amount Balance at December 31, 2020 150 $143,728 Redemption of shares (5) (5,330) In kind dividend — 10,988 Balance at December 31, 2021 145 149,386 In kind dividend — 5,680 Balance at June 30, 2022 145 $155,066 |
Series B Convertible Preferre_2
Series B Convertible Preferred Stock and Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Change in Series B Preferred Stock | The following table summarizes the changes to the Company's redeemable NCI. (in thousands) June 30, 2022 December 31, 2021 Beginning balance ($7,787) ($8,446) Net loss attributable to redeemable non-controlling interest 434 2,258 Adjustment of NCI to redemption value — (1,599) Ending balance ($7,353) ($7,787) Series B Convertible Preferred Stock (in thousands) Shares Amount Balance at December 31, 2020 150 $143,728 Redemption of shares (5) (5,330) In kind dividend — 10,988 Balance at December 31, 2021 145 149,386 In kind dividend — 5,680 Balance at June 30, 2022 145 $155,066 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Instruments Outstanding | The performance-based restricted stock units each have a performance period that ends on December 31, 2024. (in thousands) Number of shares Time-based restricted stock units 1,246 Performance-based restricted stock units 1,081 Total 2,327 (in thousands) Number of shares Time-based phantom shares 32 Performance-based phantom shares 18 Total 50 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings per share | The following table is a reconciliation of the weighted-average common shares outstanding used for the computation of basic and diluted net loss per share: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Basic weighted-average number of shares of common stock outstanding 52,089 51,348 51,913 51,191 Effect of dilutive options, restricted stock and restricted stock units — — — — Diluted weighted-average number of shares of common stock outstanding 52,089 51,348 51,913 51,191 |
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 June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 Convertible preferred stock 32,670 30,591 32,430 30,810 Stock-based compensation awards (1) : Stock options 1,508 899 1,507 849 Restricted stock awards and restricted stock units 5,417 2,655 4,726 2,161 (1) SARs and phantom stock awards are payable in cash and will therefore have no impact on number of shares. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022. (in thousands) Level 3 Liability-classified stock compensation (1) $164 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, 2021. (in thousands) Level 3 Liability-classified stock compensation (1) $241 (1) The fair values of market-based phantom shares granted in 2020 were estimated using a Monte Carlo simulation pricing model with the assumptions described below: Grant date fair value $1.70 Risk-free interest rate 0.27% Expected life (years) 2.71 Estimated volatility factor 65.8% 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, 2021 $241 Stock compensation activity (77) Balance, June 30, 2022 $164 |
Description of Business (Detail
Description of Business (Details) storageRoom in Thousands | 6 Months Ended |
Jun. 30, 2022 country storageRoom | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating countries (over) | country | 50 |
Number of storage rooms (over) | storageRoom | 25 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | |||
Unbilled revenue deductions | $ 5,599 | $ 18,306 | |
Deferred revenue deductions | $ (2,279) | $ (4,962) | |
Argentina | Geographic concentration risk | Revenue from contract with customer | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage (as a percent) | 8% | 8% | |
Turkey | Geographic concentration risk | Revenue from contract with customer | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage (as a percent) | 1% | ||
Subsidiaries | Argentina | |||
Concentration Risk [Line Items] | |||
Net assets | $ (9,900) | ||
Subsidiaries | Turkey | |||
Concentration Risk [Line Items] | |||
Net assets | $ 10,900 |
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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | $ 25,752 | $ 21,924 | $ 65,641 | $ 60,916 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 1,606 | 815 | 3,451 | 2,749 |
EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 9,743 | 8,825 | 22,561 | 19,132 |
Latin America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 8,304 | 6,972 | 27,347 | 27,711 |
Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 6,099 | 5,312 | 12,282 | 11,324 |
Products transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 25,220 | 21,286 | 64,384 | 59,561 |
Products transferred at a point in time | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 1,542 | 588 | 3,198 | 2,355 |
Products transferred at a point in time | EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 9,588 | 8,755 | 22,021 | 18,663 |
Products transferred at a point in time | Latin America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 8,069 | 6,725 | 27,004 | 27,352 |
Products transferred at a point in time | Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 6,021 | 5,218 | 12,161 | 11,191 |
Services transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 532 | 638 | 1,257 | 1,355 |
Services transferred over time | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 64 | 227 | 253 | 394 |
Services transferred over time | EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 155 | 70 | 540 | 469 |
Services transferred over time | Latin America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 235 | 247 | 343 | 359 |
Services transferred over time | Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 78 | 94 | 121 | 133 |
1-MCP based | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 19,151 | 16,849 | 49,902 | 48,680 |
1-MCP based | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 1,604 | 580 | 3,135 | 2,344 |
1-MCP based | EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 5,238 | 5,434 | 11,805 | 10,796 |
1-MCP based | Latin America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 6,501 | 5,623 | 23,040 | 24,364 |
1-MCP based | Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 5,808 | 5,212 | 11,922 | 11,176 |
Fungicides, disinfectants and coatings | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 6,302 | 4,316 | 14,275 | 10,423 |
Fungicides, disinfectants and coatings | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 0 | 0 | 0 | 14 |
Fungicides, disinfectants and coatings | EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 4,505 | 3,317 | 10,358 | 7,863 |
Fungicides, disinfectants and coatings | Latin America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 1,704 | 999 | 3,824 | 2,546 |
Fungicides, disinfectants and coatings | Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 93 | 0 | 93 | 0 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 299 | 759 | 1,464 | 1,813 |
Other | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 2 | 235 | 316 | 391 |
Other | EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 0 | 74 | 398 | 473 |
Other | Latin America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 99 | 350 | 483 | 801 |
Other | Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | $ 198 | $ 100 | $ 267 | $ 148 |
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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Contract assets: | ||
Beginning balance | $ 795 | $ 1,484 |
Additions | 7,030 | 17,617 |
Deductions | (5,599) | (18,306) |
Ending balance | 2,226 | 795 |
Contract liabilities: | ||
Beginning balance | 635 | 1,474 |
Additions | 2,078 | 4,123 |
Deductions | (2,279) | (4,962) |
Ending balance | $ 434 | $ 635 |
Related Party Transactions (Det
Related Party Transactions (Details) | 6 Months Ended | |
Jun. 30, 2022 USD ($) | Jun. 13, 2020 board_member | |
Related party transactions | ||
Board member | board_member | 1 | |
Other affiliates | Investment agreement | ||
Related party transactions | ||
Percent of board required for right to designate directors (as a percent) | 50% | |
Percent ownership interest required to designate directors (as a percent) | 20% | |
Director | Mutal services agreement | ||
Related party transactions | ||
Expenses paid per service agreement | $ | $ 0 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw material | $ 3,084 | $ 2,726 |
Work-in-process | 4,460 | 3,746 |
Finished goods | 18,355 | 12,520 |
Supplies | 1,045 | 788 |
Total inventories | $ 26,944 | $ 19,780 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
VAT receivable | $ 11,432 | $ 10,220 |
Prepaid income tax asset | 7,540 | 6,256 |
Prepaid and other current assets | 3,946 | 3,402 |
Total other current assets | $ 22,918 | $ 19,878 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 25,244 | $ 25,244 | $ 24,832 | ||
Less: accumulated depreciation | (13,859) | (13,859) | (12,846) | ||
Total property and equipment, net | 11,385 | 11,385 | 11,986 | ||
Depreciation expense | 700 | $ 700 | 1,500 | $ 1,300 | |
Buildings and leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 7,053 | $ 7,053 | 6,967 | ||
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 | 13,747 | $ 13,747 | 13,158 | ||
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 | 2,886 | $ 2,886 | 2,927 | ||
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 | $ 1,558 | $ 1,558 | $ 1,780 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 6,925 |
Foreign currency translation | (545) |
Impairment of goodwill | (6,380) |
Ending balance | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) segment | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) segment reporting_unit | |
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Number of operating segments | segment | 1 | 1 | |||
Number of reporting units | reporting_unit | 1 | ||||
Impairment of goodwill | $ 6,380 | ||||
Amortization expense | $ 10,708 | $ 10,499 | $ 21,426 | $ 21,262 | |
Weighted average | |||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Useful life (in years) | 12 years 10 months 24 days | ||||
Developed technology | Weighted average | |||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Useful life (in years) | 13 years | ||||
Customer relationships | Weighted average | |||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Useful life (in years) | 10 years 9 months 18 days | ||||
Software | 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 | Weighted average | |||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Useful life (in years) | 1 year 6 months | ||||
Other | Weighted average | |||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Useful life (in years) | 0 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Other intangible assets: | |||
Gross carrying amount, finite-lived | $ 832,304 | $ 833,174 | |
Gross carrying amount, indefinite-lived | 25,400 | 25,400 | |
Intangible Assets, Gross (Excluding Goodwill), Total | 857,704 | 858,574 | |
Accumulated Amortization | (332,518) | $ (311,922) | (311,922) |
Total | 499,786 | 521,252 | |
Indefinite-Lived Intangible Assets, Net (Excluding Goodwill) | 25,400 | 25,400 | |
Intangible Assets, Net (Excluding Goodwill), Total | 525,186 | 546,652 | |
Trade name | |||
Other intangible assets: | |||
Gross carrying amount, indefinite-lived | 23,400 | 23,400 | |
Indefinite-Lived Intangible Assets, Net (Excluding Goodwill) | 23,400 | 23,400 | |
Service provider network | |||
Other intangible assets: | |||
Gross carrying amount, indefinite-lived | 2,000 | 2,000 | |
Indefinite-Lived Intangible Assets, Net (Excluding Goodwill) | 2,000 | 2,000 | |
Developed technology | |||
Other intangible assets: | |||
Gross carrying amount, finite-lived | 798,490 | 798,669 | |
Accumulated Amortization | (313,437) | (293,920) | |
Total | 485,053 | 504,749 | |
Customer relationships | |||
Other intangible assets: | |||
Gross carrying amount, finite-lived | 18,911 | 19,778 | |
Accumulated Amortization | (7,306) | (6,948) | |
Total | 11,605 | 12,830 | |
Software | |||
Other intangible assets: | |||
Gross carrying amount, finite-lived | 11,435 | 10,992 | |
Accumulated Amortization | (10,328) | (10,235) | |
Total | 1,107 | 757 | |
Trade name | |||
Other intangible assets: | |||
Gross carrying amount, finite-lived | 3,368 | 3,635 | |
Accumulated Amortization | (1,347) | (727) | |
Total | 2,021 | 2,908 | |
Other | |||
Other intangible assets: | |||
Gross carrying amount, finite-lived | 100 | 100 | |
Accumulated Amortization | (100) | (92) | |
Total | $ 0 | $ 8 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Estimated annual amortization expense | ||
2022 (remaining) | $ 21,243 | |
2023 | 42,473 | |
2024 | 40,959 | |
2025 | 40,629 | |
2026 | 40,372 | |
Thereafter | 314,110 | |
Total | $ 499,786 | $ 521,252 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
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 | $ 7,275 | $ 6,258 | |
Long-term sales-type lease receivable | 2,654 | 2,860 | |
Other long-term receivable | 2,091 | 2,288 | |
Total other assets | $ 12,020 | $ 11,406 | |
Other long-term receivable deemed uncollectible, write off | $ 800 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued taxes | $ 7,663 | $ 8,267 |
Accrued compensation and benefits | 6,866 | 8,227 |
Bank overdraft | 1,771 | 1,612 |
Lease liability | 1,358 | 1,624 |
Severance | 854 | 1,259 |
Accrued rebates payable | 647 | 756 |
Deferred revenue | 434 | 635 |
Accrued interest | 79 | 72 |
Other | 3,382 | 4,542 |
Total accrued and other current liabilities | $ 23,054 | $ 26,994 |
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 | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: Amounts due within one year | $ 3,278 | $ 3,362 |
Total long-term debt due after one year | 253,516 | 254,194 |
AgroFresh Fruit Protection loan outstanding | ||
Debt Instrument [Line Items] | ||
Total term loan outstanding | 1,132 | 1,489 |
Term loan | ||
Debt Instrument [Line Items] | ||
Total term loan outstanding | 261,125 | 262,501 |
Unamortized deferred issuance costs | $ (5,463) | $ (6,434) |
Debt - Narrative (Details)
Debt - Narrative (Details) € in Millions | 3 Months Ended | 6 Months Ended | ||||||||
Jul. 27, 2020 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Jul. 31, 2020 EUR (€) | May 31, 2020 EUR (€) | Mar. 23, 2020 EUR (€) | |
Credit facility | ||||||||||
Interest rate (as a percent) | 7.25% | 7.25% | ||||||||
Amortization of deferred financing costs | $ 1,037,000 | $ 1,266,000 | ||||||||
Long term debt, gross | $ 262,257,000 | 262,257,000 | ||||||||
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% | |||||||||
Base rate | ||||||||||
Credit facility | ||||||||||
Margin of interest (as a percent) | 5.25% | |||||||||
Revolving loan | ||||||||||
Credit facility | ||||||||||
Maximum borrowing available | $ 25,000,000 | |||||||||
Long term debt, gross | 0 | 0 | ||||||||
Term loan | ||||||||||
Credit facility | ||||||||||
Face amount | 275,000,000 | 261,100,000 | 261,100,000 | € 0.6 | € 0.3 | € 1 | ||||
Interest rate (as a percent) | 2.50% | 2.20% | 1.50% | |||||||
Prepayment of principal | $ 9,100,000 | |||||||||
Deferred issuance costs, net | 5,463,000 | 5,463,000 | $ 6,434,000 | |||||||
Fair value of debt | 244,200,000 | 244,200,000 | ||||||||
Term loan | Amended Credit Facility | ||||||||||
Credit facility | ||||||||||
Amortization of deferred financing costs | $ 500,000 | $ 500,000 | $ 1,000,000 | $ 900,000 | ||||||
Bridge loan | ||||||||||
Credit facility | ||||||||||
Maximum borrowing available | 5,000,000 | |||||||||
Letter-of-credit sub-facility | ||||||||||
Credit facility | ||||||||||
Maximum borrowing available | $ 10,000,000 |
Debt - Principal Repayments (De
Debt - Principal Repayments (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Schedule of principal repayments under the Term Loan | |
2022 (remaining) | $ 1,686 |
2023 | 3,075 |
2024 | 257,231 |
2025 | 265 |
Total | $ 262,257 |
Leases - Additional Information
Leases - Additional Information on Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Lease, Cost [Abstract] | ||||
Operating leases | $ 495 | $ 548 | $ 997 | $ 1,103 |
Short-term leases | 540 | 224 | 627 | 414 |
Total lease expense | $ 1,035 | $ 772 | 1,624 | 1,517 |
Cash payments included in operating cash flows | 982 | 1,145 | ||
Right-of-use assets obtained in exchange for new lease | $ 2,888 | $ 242 | ||
Weighted average discount rate | 7.71% | 8.79% | 7.71% | 8.79% |
Weighted average remaining lease term in years | 6 years 1 month 6 days | 4 years 4 months 24 days | 6 years 1 month 6 days | 4 years 4 months 24 days |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities: Current Period (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
Remainder of 2022 | $ 981 |
2023 | 1,736 |
2024 | 1,498 |
2025 | 1,301 |
2026 | 1,195 |
Thereafter | 2,730 |
Total undiscounted lease payments | 9,441 |
Less: present value adjustment | 1,881 |
Operating lease liability | $ 7,560 |
Other Noncurrent Liabilities (D
Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
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 | $ 6,202 | $ 4,790 |
Other | 1,351 | 1,466 |
Total other noncurrent liabilities | $ 7,553 | $ 6,256 |
Severance (Details)
Severance (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Compensation Related Costs [Abstract] | |||||
Severance expense | $ 0.8 | $ 1.5 | $ 0.8 | $ 1.6 | |
Severance liability | $ 0.9 | $ 0.9 | $ 1.3 |
Redeemable Non-Controlling In_3
Redeemable Non-Controlling Interest ("NCI") - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 01, 2017 |
Noncontrolling Interest [Line Items] | ||||
Redeemable noncontrolling interest | $ 7,353 | $ 7,787 | $ 8,446 | |
Tecnidex Fruit Protection, S.A.U. | Option agreement | ||||
Noncontrolling Interest [Line Items] | ||||
Ownership percentage by noncontrolling owners (as a percent) | 25% | |||
Tecnidex Fruit Protection, S.A.U. | ||||
Noncontrolling Interest [Line Items] | ||||
Percentage of voting interests acquired (as a percent) | 75% |
Redeemable Non-Controlling In_4
Redeemable Non-Controlling Interest ("NCI") - Changes in Redeemable Non-controlling Interest (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Beginning balance | $ (7,787) | $ (8,446) |
Net loss attributable to redeemable non-controlling interest | 434 | 2,258 |
Adjustment of NCI to redemption value | 0 | (1,599) |
Ending balance | $ (7,353) | $ (7,787) |
Series B Convertible Preferre_3
Series B Convertible Preferred Stock and Stockholders' Equity - Narrative (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 13, 2020 USD ($) $ / shares shares | Jul. 31, 2015 director shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) shares | Jun. 30, 2022 USD ($) vote $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | |
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) | 52,693,000 | 52,693,000 | 52,418,000 | |||||
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% | |||||||
Series B Convertible Stock | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Accrued dividends | $ | $ 0 | $ 0 | $ 0 | |||||
Preferred stock, convertible, conversion price (in dollars per share) | $ / shares | $ 5 | |||||||
Redemption of shares (in shares) | 4,954 | |||||||
Redemption of shares (in USD) | $ | $ 5,300,000 | $ 5,330,000 | ||||||
Series B Convertible Stock | Maximum | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 33,300,000 | 33,300,000 | 32,200,000 | |||||
Series B Convertible Stock | Paid in-kind | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Dividends | $ | $ 3,300,000 | $ 3,300,000 | $ 5,700,000 | $ 6,300,000 | ||||
Series B Convertible Stock | Cash | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Dividends | $ | $ 3,300,000 | $ 3,100,000 | $ 7,300,000 | $ 6,100,000 | ||||
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 | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Dividend rate increase (in percent) | 2% | |||||||
Private Placement | Dividends within first anniversary | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Percentage payable in cash | 50% | |||||||
Percentage payable in kind | 50% | |||||||
Private Placement | Dividends after first anniversary | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Percentage payable in cash | 50% | |||||||
Percentage payable in kind | 37.50% | |||||||
Percentage payable in cash or kind | 12.50% | |||||||
Private Placement | Convertible Preferred Stock | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Sale of stock, consideration received on transaction | $ | $ 150,000,000 | |||||||
Private Placement | 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 (in percent) | 16% | |||||||
Private Placement | 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 (in percent) | 16% | |||||||
Private Placement | 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 |
Series B Convertible Preferre_4
Series B Convertible Preferred Stock and Stockholders' Equity - Temporary Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Balance at beginning of period (in USD) | $ 149,386 | ||
Balance at end of period (in USD) | $ 155,066 | $ 149,386 | |
Series B Convertible Stock | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Balance at beginning of period (in shares) | 150,000 | 145,000 | 150,000 |
Balance at beginning of period (in USD) | $ 143,728 | $ 149,386 | $ 143,728 |
Redemption of shares | (5,000) | ||
Redemption of shares (in USD) | $ (5,300) | $ (5,330) | |
In kind dividend (in shares) | 0 | ||
In kind dividend (in USD) | $ 10,988 | ||
Additional in kind dividend (in shares) | 0 | ||
Additional in kind dividend (in USD) | $ 5,680 | ||
Balance at end of period (in shares) | 145,000 | 145,000 | |
Balance at end of period (in USD) | $ 155,066 | $ 149,386 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | 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 | $ 1.3 | $ 0.3 | $ 2.3 | $ 1.2 | |||
Share-based compensation, nonvested awards, compensation cost not yet recognized | $ 8.7 | $ 8.7 | |||||
Period for recognition of compensation on unvested stock option (in years) | 2 years 1 month 6 days | ||||||
ESPP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares authorized (in shares) | 1,250,000 | ||||||
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% | ||||||
Purchase period (in month) | 6 months | ||||||
ESPP purchase price of common stock, percent of closing price (as a percent) | 85% | ||||||
Shares issued (in shares) | 564,233 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Share-Based Awards Granted (Details) shares in Thousands | 3 Months Ended |
Jun. 30, 2022 shares | |
Domestic based management and employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock units and phantom shares (in shares) | 2,327 |
Non-US based management and employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options granted (in shares) | 50 |
Time-based restricted stock units | Domestic based management and employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock units and phantom shares (in shares) | 1,246 |
Performance-based restricted stock units | Domestic based management and employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock units and phantom shares (in shares) | 1,081 |
Time-based phantom shares | Non-US based management and employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options granted (in shares) | 32 |
Performance-based phantom shares | Non-US based management and employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options granted (in shares) | 18 |
Earnings Per Share - Basic and
Earnings Per Share - Basic and diluted earnings per share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Basic weighted-average number of shares of common stock outstanding (in shares) | 52,089 | 51,348 | 51,913 | 51,191 |
Effect of dilutive options, restricted stock and restricted stock units (in shares) | 0 | 0 | 0 | 0 |
Diluted weighted-average number of shares of common stock outstanding (in shares) | 52,089 | 51,348 | 51,913 | 51,191 |
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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Convertible Preferred Stock | ||||
Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 32,670 | 30,591 | 32,430 | 30,810 |
Stock options | ||||
Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 1,508 | 899 | 1,507 | 849 |
Restricted stock awards and restricted stock units | ||||
Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 5,417 | 2,655 | 4,726 | 2,161 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 14.30% | (0.80%) | 13% | (27.60%) |
Segment Information (Details)
Segment Information (Details) - segment | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Jun. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||||
Number of reportable segments | 1 | 2 | ||
Number of operating segments | 1 | 1 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - Unfavorable regulatory action $ in Millions | Oct. 14, 2019 USD ($) |
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 ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Performance-based phantom shares | ||
Financial instruments measured at fair value on a recurring basis | ||
Grant date fair value (in USD per share) | $ 1.70 | |
Risk-free interest rate | 0.27% | |
Expected life (years) | 2 years 8 months 15 days | |
Estimated volatility factor (percent) | 65.80% | |
Expected dividends | $ 0 | |
Liability-classified stock compensation | Fair Value, Inputs, Level 3 | ||
Financial instruments measured at fair value on a recurring basis | ||
Fair value of liability | 164,000 | |
Liability-classified stock compensation | Recurring | Fair Value, Inputs, Level 3 | ||
Financial instruments measured at fair value on a recurring basis | ||
Fair value of liability | $ 164,000 | $ 241,000 |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures - Narrative (Details) $ in Millions | Jun. 30, 2022 USD ($) |
Term loan | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value of debt | $ 244.2 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes of Level 3 Financial Instruments (Details) - Liability-classified stock compensation - Fair Value, Inputs, Level 3 $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Financial instruments measured at Level 3 fair value on a recurring basis rollforward | |
Stock compensation activity | $ (77) |
Balance, ending period | 164 |
Recurring | |
Financial instruments measured at Level 3 fair value on a recurring basis rollforward | |
Balance, beginning period | 241 |
Balance, ending period | $ 164 |
Other Income (Details)
Other Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Other Income and Expenses [Abstract] | ||||
Other Income | $ 9 | $ (46) | $ 514 | $ 14,352 |