Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 01, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | ||
Entity Address, Address Line Three | 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 38.7 | ||
Entity Common Stock, Shares Outstanding | 53,717,574 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2023 annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K, provided that if such proxy statement is not filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, an amendment to this Annual Report on Form 10-K will be filed no later than the end of such 120-day period. | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001592016 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Philadelphia, Pennsylvania |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 54,355 | $ 61,930 |
Accounts receivable, net of allowance for doubtful accounts of $1,920 and $2,143, respectively | 58,407 | 53,538 |
Inventories | 25,428 | 19,780 |
Other current assets | 20,540 | 19,878 |
Total Current Assets | 158,730 | 155,126 |
Property and equipment, net | 11,698 | 11,986 |
Intangible assets, net | 504,441 | 546,652 |
Deferred income tax assets | 10,365 | 7,392 |
Other assets | 12,476 | 11,406 |
TOTAL ASSETS | 697,710 | 732,562 |
Current Liabilities: | ||
Accounts payable | 20,869 | 16,969 |
Current portion of long-term debt | 3,088 | 3,362 |
Income taxes payable | 4,879 | 2,382 |
Accrued expenses and other current liabilities | 37,599 | 26,994 |
Total Current Liabilities | 66,435 | 49,707 |
Long-term debt | 253,058 | 254,194 |
Other non-current liabilities | 6,653 | 6,256 |
Deferred income tax liabilities | 28,398 | 34,833 |
Total Liabilities | 354,544 | 344,990 |
Commitments and Contingencies (see Note 20) | ||
Series B convertible preferred stock, par value $0.0001; 150 shares authorized and designated and 145 outstanding at December 31, 2022 and 150 shares authorized and designated and 145 outstanding at December 31, 2021 | 161,796 | 149,386 |
Redeemable non-controlling interest | 7,340 | 7,787 |
Stockholders’ Equity: | ||
Common stock, par value $0.0001; 400,000 shares authorized, 54,380 and 53,080 shares issued and 53,718 and 52,418 outstanding at December 31, 2022 and December 31, 2021, respectively | 5 | 5 |
Preferred stock, par value $0.0001; 0.001 share authorized and outstanding at December 31, 2022 and December 31, 2021, respectively | 0 | 0 |
Treasury stock, par value $0.0001; 661 shares at December 31, 2022 and December 31, 2021, respectively | (3,885) | (3,885) |
Additional paid-in capital | 505,570 | 529,303 |
Accumulated deficit | (282,017) | (248,660) |
Accumulated other comprehensive loss | (45,643) | (46,364) |
Total Stockholders' Equity | 174,030 | 230,399 |
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY | $ 697,710 | $ 732,562 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Allowance for doubtful accounts | $ 1,920 | $ 2,143 |
Par value of common stock (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) | 54,380,000 | 53,080,000 |
Common stock, shares outstanding (in shares) | 53,718,000 | 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 |
Treasury stock (in shares) | 661,000 | 661,000 |
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 | ||
Par value of common stock (in dollars per share) | $ 0.0001 | $ 0.0001 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Net sales | $ 161,937 | $ 165,989 | $ 157,643 |
Cost of sales (excluding amortization, shown separately below) | 53,441 | 48,956 | 42,217 |
Gross profit | 108,496 | 117,033 | 115,426 |
Research and development expenses | 12,062 | 12,931 | 12,357 |
Selling, general and administrative expenses | 52,550 | 52,609 | 53,860 |
Amortization of intangibles | 42,648 | 42,985 | 43,731 |
Impairment of goodwill | 0 | 6,380 | 0 |
Grant income | 0 | 0 | (2,974) |
Operating income | 1,236 | 2,128 | 8,452 |
Other (expense) income | (4,114) | 14,046 | 1,491 |
Debt modification and extinguishment expenses | 0 | 0 | (5,028) |
(Loss) gain on foreign currency exchange | (9,333) | 2,096 | (2,836) |
Interest expense, net | (22,206) | (21,774) | (23,669) |
Loss before income taxes | (34,417) | (3,504) | (21,590) |
Income tax (benefit) expense | (613) | 2,578 | 31,376 |
Net loss before non-controlling interest | (33,804) | (6,082) | (52,966) |
Less: Net (loss) income attributable to redeemable non-controlling interest | (447) | (659) | 745 |
Net loss attributable to AgroFresh Solutions, Inc. | (33,357) | (5,423) | (53,711) |
Less: Dividends on convertible preferred stock | 26,429 | 24,921 | 10,488 |
Net loss attributable to AgroFresh Solutions, Inc. common stockholders | $ (59,786) | $ (30,344) | $ (64,199) |
Net loss per share: | |||
Basic (in dollars per share) | $ (1.15) | $ (0.59) | $ (1.26) |
Diluted (in dollars per share) | $ (1.15) | $ (0.59) | $ (1.26) |
Weighted average shares outstanding: | |||
Basic (in shares) | 52,192 | 51,410 | 50,770 |
Diluted (in shares) | 52,192 | 51,410 | 50,770 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (33,804) | $ (6,082) | $ (52,966) |
Other comprehensive income (loss) | |||
Foreign currency translation adjustments | 1,016 | (14,879) | 1,512 |
Loss on hedging activity, net of tax of $—, $— and $(21), respectively | 0 | 0 | (74) |
Recognition of gain on hedging activity reclassified to net loss, net of tax $—, $— and ($456), respectively | 0 | 0 | (1,802) |
Pension and other postretirement benefit plans adjustment, net of tax of ($115), $98 and ($129), respectively | (295) | 182 | (243) |
Comprehensive loss, net of tax | $ (33,083) | $ (20,779) | $ (53,573) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Unrealized gain (loss) on hedging activity, tax | $ 0 | $ 0 | $ (21) |
Realized gain on hedging activity reclassified to net income, tax | 0 | 0 | (456) |
Pension and other postretirement benefit plans, net of tax | $ (115) | $ 98 | $ (129) |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income |
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 51,840,000 | |||||
Beginning balance at Dec. 31, 2019 | $ 333,686 | $ 0 | $ 5 | $ (3,885) | $ 560,890 | $ (192,264) | $ (31,060) |
Increase (Decrease) in Stockholders' Equity [Abstract] | |||||||
Stock-based compensation | 3,440 | 3,440 | |||||
Issuance of stock, net of forfeitures (in shares) | 1,156,000 | ||||||
Shares withheld for taxes (in shares) | (48,000) | ||||||
Shares withheld for taxes | (243) | (243) | |||||
Issuance of common stock under employee stock purchase plan (in shares) | 145,000 | ||||||
Issuance of common stock under employee stock purchase plan | 316 | 316 | |||||
Convertible preferred dividends | (10,488) | (10,488) | |||||
Adjustment of NCI to redemption value | 0 | (1,139) | 1,139 | ||||
Net loss attributable to AgroFresh Solutions, Inc. | (53,711) | (53,711) | |||||
Comprehensive loss | (607) | (607) | |||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | 53,092,000 | |||||
Ending balance at Dec. 31, 2020 | 272,393 | $ 0 | $ 5 | (3,885) | 552,776 | (244,836) | (31,667) |
Increase (Decrease) in Stockholders' Equity [Abstract] | |||||||
Stock-based compensation | 3,067 | 3,067 | |||||
Shares forfeited (in shares) | (36,000) | ||||||
Shares withheld for taxes (in shares) | (131,000) | ||||||
Shares withheld for taxes | (288) | (288) | |||||
Issuance of common stock under employee stock purchase plan (in shares) | 154,000 | ||||||
Issuance of common stock under employee stock purchase plan | 268 | 268 | |||||
Convertible preferred dividends | (24,921) | (24,921) | |||||
Adjustment of NCI to redemption value | 1,599 | (1,599) | 1,599 | ||||
Net loss attributable to AgroFresh Solutions, Inc. | (5,423) | (5,423) | |||||
Comprehensive loss | (14,697) | (14,697) | |||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 53,080,000 | |||||
Ending balance at Dec. 31, 2021 | 230,399 | $ 0 | $ 5 | (3,885) | 529,303 | (248,660) | (46,364) |
Increase (Decrease) in Stockholders' Equity [Abstract] | |||||||
Stock-based compensation | 4,314 | 4,314 | |||||
Issuance of stock, net of forfeitures (in shares) | 1,619,000 | ||||||
Shares withheld for taxes (in shares) | (590,000) | ||||||
Shares withheld for taxes | (1,804) | (1,804) | |||||
Issuance of common stock under employee stock purchase plan (in shares) | 202,000 | ||||||
Issuance of common stock under employee stock purchase plan | 300 | 300 | |||||
Convertible preferred dividends | $ (26,429) | (26,429) | |||||
Exercise of employee stock options (in shares) | 69,000 | ||||||
Exercise of employee stock options | $ (114) | (114) | |||||
Adjustment of NCI to redemption value | 0 | ||||||
Net loss attributable to AgroFresh Solutions, Inc. | (33,357) | (33,357) | |||||
Comprehensive loss | 721 | 721 | |||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | 54,380,000 | |||||
Ending balance at Dec. 31, 2022 | $ 174,030 | $ 0 | $ 5 | $ (3,885) | $ 505,570 | $ (282,017) | $ (45,643) |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (33,804) | $ (6,082) | $ (52,966) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 45,639 | 45,745 | 46,970 |
Stock based compensation for equity classified awards | 4,314 | 3,067 | 3,440 |
Amortization of deferred financing cost | 2,124 | 2,285 | 2,875 |
Provision for bad debts | 467 | 215 | (237) |
Interest income on interest rate swap | 0 | 0 | (2,258) |
Deferred income taxes | (9,320) | (1,527) | 29,251 |
Goodwill impairment | 0 | 6,380 | 0 |
(Loss) gain on sales of property | (53) | 56 | 162 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 4,416 | 3,529 | 4,989 |
Inventories | (7,031) | 3,286 | (1,745) |
Prepaid expenses and other current assets | (3,328) | (5,252) | (6,173) |
Accounts payable | 4,982 | (1,368) | 4,168 |
Accrued expenses and other liabilities | 6,487 | 2,887 | 878 |
Income taxes payable | 2,655 | (1,549) | (1,242) |
Other assets and liabilities | (1,376) | 330 | (1,397) |
Net cash provided by operating activities | 16,172 | 52,002 | 26,715 |
Cash flows from investing activities: | |||
Cash paid for property and equipment | (4,035) | (4,023) | (2,395) |
Net cash used in investing activities | (4,035) | (4,023) | (2,395) |
Cash flows from financing activities: | |||
Net proceeds from issuance of convertible preferred stock | 0 | 0 | 145,490 |
Payment of issuance costs for convertible preferred stock | 0 | 0 | (7,006) |
Payment of dividends | (10,621) | (13,933) | (5,244) |
Proceeds from long term debt | 0 | 0 | 2,042 |
Payment of deferred financing costs | 0 | 0 | (8,034) |
Payment for redemption of convertible preferred stock | 0 | (5,330) | 0 |
Repayment of long term debt | (3,303) | (12,390) | (132,423) |
Proceeds from issuance of stock under employee stock purchase plan | 300 | 268 | 316 |
Net cash used in financing activities | (13,624) | (31,385) | (4,859) |
Effect of exchange rate changes on cash and cash equivalents | (6,088) | (4,694) | 752 |
Net (decrease) increase in cash and cash equivalents | (7,575) | 11,900 | 20,213 |
Cash and cash equivalents, beginning of period | 61,930 | 50,030 | 29,817 |
Cash and cash equivalents, end of period | 54,355 | 61,930 | 50,030 |
Cash paid for: | |||
Interest | 21,836 | 19,729 | 23,792 |
Income taxes | 3,632 | 5,967 | 2,722 |
Supplemental schedule of non-cash investing and financing activities: | |||
Accrued purchases of property and equipment | $ 198 | $ 103 | $ 141 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 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 TM for near-harvest optimization and the SmartFresh TM Quality System, the Company's flagship post-harvest freshness solutions. Additional post-harvest freshness solutions include fungicides that can be applied to meet various customer operational requirements in both foggable (ActiMist™) 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 | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and entities in which the Company has a controlling voting interest. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current year presentation. The Company's common stock trades on the NASDAQ Global Select Stock Market under the symbol "AGFS". As discussed in Note 3 - Related Party Transactions, on November 21, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Project Cloud Holdings, LLC (“Parent”), Project Cloud Merger Sub, Inc. (“Merger Sub”) and the Company. Parent and Merger Sub are affiliates of investment funds managed by Paine Schwartz Partners, LLC (“Paine Schwartz”). Upon the terms and subject to the conditions set forth in the Merger Agreement, among other things, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger (the “Surviving Corporation”). As a result of the Merger, the Company will cease to be a publicly traded company, and investment funds managed by Paine Schwartz will become the indirect owner of all the Company’s outstanding capital stock. Use of Estimates The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Management believes that such estimates have been based on reasonable and supportable assumptions and the resulting estimates are reasonable for use in the preparation of the consolidated financial statements. Actual results could differ from these estimates. The Company’s significant estimates include impairment of identifiable intangible assets, stock-based compensation, contingent liabilities and income tax valuation allowances. The inputs into certain of our estimates, assumptions, and judgments considered the economic implications of the COVID-19 pandemic on our critical and significant accounting estimates. The actual results experienced by us may differ from our estimates. As the COVID-19 pandemic continues to develop, many of our estimates could require increased judgment and carry a higher degree of variability and volatility, and may change materially in future periods. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 customer demand and spending pattern changes. During the year ended December 31, 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 December 31, 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 April 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 their income statements and balance sheets 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 December 31, 2022, and 2021, the Company’s subsidiary in Argentina had net assets of ($12.2) million and ($9.8) million, respectively. Net sales attributable to Argentina were approximately 3.4% and 3.2% of the Company’s consolidated net sales for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the Company’s subsidiary in Turkey had net assets of $12.1 million. Net sales attributable to Turkey were approximately 2.7% of the Company’s consolidated net sales for the year ended December 31, 2022. Revenue Recognition The Company accounts for revenue in accordance with Accounting Standards Codification ("ASC") 606, which requires revenue recognized to represent the transfer of promised goods or services to customers at an amount that reflects the consideration which is expected to be received in exchange for those goods or services. Performance Obligations The Company derives revenue from the sale of products created with proprietary technology to regulate the ripening of produce and through performing post application technical services for its customers. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of the Company’s contracts have multiple performance obligations primarily related to product application and post application services, which the Company provides. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract. The method used to estimate standalone selling price is the expected cost plus a margin approach, under which the Company calculates the costs of satisfying a performance obligation and factors in an appropriate margin for that distinct good or service. The transaction price is primarily fixed, as prices are governed by the terms and conditions of the Company's contracts with customers, and payment is typically made under standard terms. The Company has certain transactions that provide for variable consideration through rebate and customer loyalty programs. Depending on the program, the customer may elect to receive either a credit against its account or a cash payment. The Company recognizes an accrued provision for estimated rebates and customer loyalty program payouts at the time services are provided. The primary factors considered when estimating the provision for rebates and customer loyalty programs are the average historical experience of aggregate credits issued, the historical relationship of rebates as a percentage of total gross product sales, and the contract terms and conditions of the various rebate programs in effect at the time services are performed. The Company provides standard warranty provisions. Performance obligations related to product application are typically satisfied at a point in time when the customer obtains control upon application. Performance obligations related to post-application services are satisfied over time and revenue is recognized using the output method, as control of the service transfers to the customer over time during and after storage of the produce. The Company believes that this method provides a faithful depiction of the transfer of value over the term of the performance obligation because the level of effort in providing these services is consistent during the service period. Performance obligations related to AgroFresh Fruit Protection sales-type leases are satisfied at the point in time that equipment is installed at the customer site. 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 year ended December 31, 2022 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenue Product 1-MCP based $28,532 $56,796 $27,039 $18,187 $130,554 Fungicides, disinfectants and coatings 1,799 17,948 7,289 93 27,129 Other* 298 2,149 1,736 71 4,254 Total $30,629 $76,893 $36,064 $18,351 $161,937 Pattern of Revenue Recognition Products transferred at a point in time $29,861 $75,886 $35,470 $18,138 $159,355 Services transferred over time 768 1,007 594 213 2,582 Total $30,629 $76,893 $36,064 $18,351 $161,937 Revenues for the year ended December 31, 2021 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenue Product 1-MCP based $29,966 $63,874 $25,860 $17,195 $136,895 Fungicides, disinfectants and coatings 2,084 17,403 6,720 — 26,207 Other* 585 1,052 1,030 220 2,887 Total $32,635 $82,329 $33,610 $17,415 $165,989 Pattern of Revenue Recognition Products transferred at a point in time $32,147 $81,297 $33,022 $17,225 $163,691 Services transferred over time 488 1,032 588 190 2,298 Total $32,635 $82,329 $33,610 $17,415 $165,989 *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 year ended December 31, 2022: (in thousands) Balance at December 31, 2021 Additions Deductions Balance at December 31, 2022 Contract assets: Unbilled revenue $795 20,282 (19,535) $1,542 Contract liabilities: Deferred revenue $635 5,574 (4,989) $1,220 The following table presents changes in the Company’s contract assets and liabilities during the year ended December 31, 2021: (in thousands) Balance at December 31, 2020 Additions Deductions Balance at December 31, 2021 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 year ended December 31, 2022. Amounts reclassified from unbilled revenue to accounts receivable for the years ended December 31, 2022 and 2021 were $19.5 million and $18.3 million, respectively. Amounts reclassified from deferred revenue to revenue were $5.0 million and $5.0 million for the years ended December 31, 2022 and 2021, respectively. Practical Expedients Elected The Company has elected the following practical expedients in applying ASC 606 across all reportable segments: Unsatisfied Performance Obligations. Because all of its performance obligations relate to contracts with a duration of less than one year, the Company has elected to apply the optional exemption provided in ASC 606 and, therefore, is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. Contract Costs. All incremental customer contract acquisition costs are expensed as they are incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. Significant Financing Component. The Company does not adjust the promised amount of consideration for the effects of a significant financing component as the Company expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Sales Tax Exclusion from the Transaction Price . The Company excludes from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from the customer. Shipping and Handling Activities. The Company accounts for shipping and handling activities it performs after a customer obtains control of the good as activities to fulfill the promise to transfer the good, which are recognized in cost of goods sold. Cost of Sales The Company's cost of sales consists of cost of materials, cost of equipment, application costs and certain supply chain costs. The Company's primary costs of sale are related to applications at customer sites through a direct service model primarily utilizing third-party service providers. Amounts recorded as cost of sales relate to direct costs incurred in connection with the purchase, delivery and application of the product. Such costs are recorded as the related revenue is recognized. Cash and Cash Equivalents The Company considers short-term, highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Accounts Receivable, Net Accounts receivable, net consists primarily of (i) outstanding amounts invoiced to end-users, re-sellers and third-party contractors and (ii) unbilled revenue in arrangements where the earnings process has been completed but invoices have not been issued as of the reporting date. The allowance for doubtful accounts is based on forecasted losses and a review on a specific identification basis of the collectability of outstanding receivables. Inventories Inventories, consisting primarily of chemical products and packaging materials, are valued at the lower of cost (under the first-in, first-out method) or net realizable value. Raw materials are valued using the first-in, first-out method. Property and Equipment Property and equipment includes leasehold improvements, machinery and equipment and furniture. Property and equipment acquired in business combinations are initially recorded at their estimated fair value. Property and equipment acquired or constructed in the normal course of business are initially recorded at cost. The Company provides for depreciation and amortization based on the estimated useful lives of assets using the straight-line method. Estimated useful lives are as follows: Leasehold improvements Shorter of useful life or lease term Machinery & Equipment 1—12 years Furniture 1—12 years Leasehold improvements are amortized on a straight-line basis over the shorter of the estimated useful lives of the assets or the related lease term, which generally includes reasonably assured option periods expected to be exercised by the Company when the Company would suffer an economic penalty if not exercised. Gains and losses on the disposal of assets are recorded as the difference between the net proceeds received and net carrying values of the assets disposed. Impairment of Long-Lived Assets Company management continually evaluates whether events or changes in circumstances might indicate that the remaining estimated useful life of long-lived assets may warrant revision, or that the remaining balance may not be recoverable. When factors indicate that long-lived assets should be evaluated for possible impairment, the Company uses an estimate of the related undiscounted cash flows in measuring whether the long-lived asset should be written down to fair value. Measurement of the amount of impairment would be based on generally accepted valuation methodologies, as deemed appropriate. Leases The Company determines whether a contract contains a lease at contract inception. A contract contains a lease if there is an identified asset and the Company has the right to control the asset. Operating lease right-of-use (“ROU”) assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses the incremental borrowing rate in determining the present value of lease payments. Leases with a term of 12 months or less at the commencement date are not recognized on the balance sheet and are expensed as incurred. In the consolidated statements of operations, lease expense for operating lease payments is recognized on a straight-line basis over the lease term. See Note 11 - Leases for additional information. Selling, General and Administrative Expenses The Company expenses selling, general and administrative costs as incurred. Selling, general and administrative expense consists primarily of compensation, benefits and other employee-related expenses for personnel in the Company’s administrative, finance, legal, business development, commercial, sales, marketing and human resource functions. Other expenses include professional fees from outside service providers. Debt Issuance Costs Debt issuance costs are capitalized and presented as a reduction of the principal balance of the debt and costs associated with the revolving loan are capitalized in Other Assets. All issuance costs are accreted through interest expense for the duration of the respective debt facilities. Goodwill and Indefinite-lived Intangible Assets The Company’s goodwill and indefinite-lived trade names are not amortized, but tested annually for impairment, and more frequently, if events and circumstances indicate that the asset might be impaired. The Company conducts annual impairment tests on its goodwill and indefinite lived trade names on the last day of each fiscal year or whenever an indicator of impairment exists. As part of the Company’s goodwill impairment analysis, the fair value of its reporting unit is determined considering two valuation approaches: (1) the income approach and (2) the market approach. The income approach requires management to make significant estimates and assumptions related to the future cash flows of the reporting unit and the discount rate commensurate with the risks involved in the asset. The market approach estimates fair value using comparable marketplace fair value data from within a comparable industry grouping. If the fair value of the reporting unit exceeds its carrying value, we do not consider the goodwill impaired. If the carrying value is higher than the fair value, we recognize the difference as an impairment loss. As a result of the operating segment realignment discussed in Note 19 - Segment and Geographical Information, the Company completed its annual evaluation of goodwill impairment and fully impaired its goodwill balance of $6.4 million during the year ended December 31, 2021. The Company’s indefinite-lived intangible assets other than goodwill, which primarily relate to AgroFresh and SmartFresh trade names, are not amortized, but are tested at least annually for impairment using a quantitative or qualitative impairment analysis, and more frequently if events and circumstances indicate that the asset might be impaired. The quantitative impairment analysis compares the fair value of each indefinite-lived intangible asset, based on future revenues using a relief-from-royalty methodology with the carrying value of the asset. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized equal to the difference between the estimated fair value of the indefinite-lived intangible asset and its carrying amount. During the year ended December 31, 2022, the Company did not have any impairment charges. Finite-Lived Intangible Assets Intangible assets subject to amortization primarily consist of acquired technology and customer relationships and are amortized on a straight-line basis over their estimated useful lives. Stock-Based Compensation The Company grants various stock-based compensation awards to its officers, employees and board of directors with time-based and/or performance-based vesting conditions. Awards without cash settlement conditions are equity-classified. The Company measures and recognizes compensation expense over the vesting period based on their estimated grant date fair values. Phantom stock awards and stock appreciation rights either require or provide the holder of the award with the option to settle in cash. The Company's awards with cash settlement conditions are accounted for as liabilities, and the Company measures and recognizes compensation expense over the vesting period based on their estimated fair values as of the most recent reporting date. Fair values for options and stock appreciation rights are estimated using an option pricing model. Fair values for restricted stock and phantom stock awards are based on the closing price of the Company’s common stock on the grant date and the measurement date. Compensation expense for the Company’s stock-based compensation awards is generally recognized on a straight-line basis over the vesting period of the award. For awards with performance conditions, compensation expense is recognized only if satisfaction of the performance condition is considered probable of being achieved. Compensation expense for the Employee Stock Purchase Plan is recognized based on the employee contributions and market price of the stock as of the grant date. Research and Development Expenditures for research and development costs, which primarily relate to internal compensation costs and professional service fees, are charged to expense as incurred. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize our deferred tax assets in the future in excess of their net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) we determine whether it is more likely than not that a tax position will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. Contingencies The Company recognizes liabilities for loss contingencies when it is probable that an asset has been impaired or that a liability has been incurred and the amount of impairment or loss can be reasonably estimated. The Company’s ultimate legal and financial liability with respect to such matters cannot be estimated with certainty and requires the use of estimates. When the reasonable estimate is a range, the recorded loss will be the best estimate within the range. The Company records legal settlement costs when those costs are probable and reasonably estimable. Redeemable Non-Controlling Interest Non-controlling interest that is redeemable upon the occurrence of an event that is not solely within the Company's control is reported in the temporary equity section between total liabilities and shareholders' equity in the Company's consolidated balance sheets. The Company adjusts the Redeemable non-controlling interest balance to reflect the redemption amount each reporting period. Credit Concentration Risk Financial instruments, which potentially subject the Company to a concentration of credit risk, consist principally of cash deposits. The Company maintains cash balances at financial institutions with strong credit ratings. Generally, amounts invested with financial institutions are in excess of FDIC insurance limits. Fair Value of Financial Instruments Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which we would transact, and the Company also considers assumptions that market participants would use when pricing the asset or liability. The accounting guidance for fair value measurement requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. We use inputs such as actual trade data, benchmark yields, broker/dealer quotes, and other similar data, which are obtained from quoted market prices, independent pricing vendors, or other sources, to determine the ultimate fair value of assets or liabilities. Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The fair values are determined based on model-based techniques such as discounted cash flow models using inputs that we could not corroborate with market data. Foreign Currency An entity’s functional currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the environment in which an entity primarily generates and expends cash. Assets and liabilities are translated at period-end rates; income statement amounts are translated at average rates during the course of the period. Translation gains and losses of those operations that use local currency as the functional currency, are included in accumulated other comprehensive (loss) income in the consolidated balance sheets. Foreign currency exchange transaction gain (loss) is the result of remeasuring transactions denominated in a currency other than our primary currency and is reported in the consolidated statements of operations as a separate line within other income (expense). Recently Issued Accounting Standards and Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which introduces a new current expense credit loss model to measure impairment on certain types of financial instruments. This update requires an entity to use a forward-looking expected credit loss model for accounts receivables, loans and other financial instruments. In addition, the FASB issued various amendments during 2018 and 2019 to clarify the provisions of ASU 2016-13. The Company adopted the new guidance on January 1, 2020. The adoption of this standard did not have a material impact on the financial statements of the Company. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments simplify the accounting for income taxes by removing certain exceptions to the general principles of Topic 740, "Income Taxes" and also improve consistent application by clarifying and amending existing guidance. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted the new guidance on January 1, 2021. The adoption of the new guidance did not have a material impact on the 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 Company adopted the new guidance on December 31, 2022. The adoption of the new guidance did not have a material impact on the consolid |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2022 and December 31, 2021, there were no material amounts paid or owed to RipeLocker or Mr. Lobisser. Mr. Lobisser resigned as a director of the Company on February 18, 2021. On November 21, 2022, the Company entered into the Merger Agreement. Upon the terms and subject to the conditions set forth in the Merger Agreement, among other things, Merger Sub will merge with and into the Company, with the Company surviving the Merger (the “Surviving Corporation”). As a result of the Merger, the Company will cease to be a publicly traded company, and investment funds managed by Paine Schwartz will become the indirect owner of all the Company’s outstanding capital stock. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), and as a result of the Merger, (x) each share of the Company’s common stock, par value $0.0001 per share (the “Shares”), issued and outstanding immediately prior to the Effective Time, will be converted into the right to receive $3.00 in cash per share, without interest (collectively, the “Merger Consideration”) and (y) the share of the Company’s Series A preferred stock, par value $0.0001 per share (“Series A Share”), issued and outstanding immediately prior to the Effective Time, will be converted into the right to receive $3.00 in cash, without interest. Such conversion of Shares and the Series A Share is subject to certain exceptions, including, as applicable, for (i) Shares owned by stockholders of the Company who did not vote in favor of the Merger Agreement and have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the General Corporation Law of the State of Delaware, (ii) Shares owned by the Company and not held on behalf of third parties and (iii) Shares owned by Parent or Merger Sub. Pursuant to the Merger Agreement, at the Effective Time, and as a result of the Merger, each share of Series B preferred stock, par value $0.0001 per share, of the Company (the “Series B Preferred Stock”) will be (x) converted into one share of Series B convertible preferred stock, par value $0.0001 per share, of the Surviving Corporation or (y) if so elected by Parent and, in addition to the amount required to fund the Merger Consideration, Parent has secured additional financing sufficient to (i) pay the Change of Control Redemption Price (as defined in the Certificate of Designation of Series B Convertible Preferred Stock of the Company) and (ii) repay all indebtedness for borrowed money of the Company that becomes due and payable as a result of the Merger, converted into the right to receive an amount in cash equal to the Change of Control Redemption Price. Consummation of the Merger is subject to certain specified closing conditions, including the approval by holders of a majority of the aggregate voting power of (i) the outstanding Shares (including those held by Paine Schwartz and its affiliates) and the outstanding shares of Series B Preferred Stock, voting together as a single class, and (ii) the outstanding Shares held by stockholders who are not affiliated with Paine Schwartz, members of the Company's board of directors, certain officers of the Company, or any of their respective associates or members of their immediate family. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories at December 31, 2022 and December 31, 2021, consisted of the following: December 31, (in thousands) 2022 2021 Raw material $3,963 $2,726 Work-in-process 4,266 3,746 Finished goods 16,337 12,520 Supplies 862 788 Total inventories $25,428 $19,780 |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets The Company’s other current assets at December 31, 2022 and December 31, 2021 consisted of the following: December 31, (in thousands) 2022 2021 VAT receivable $12,780 $10,220 Prepaid income tax asset 4,533 6,256 Prepaid and other current assets 3,227 3,402 Total other current assets $20,540 $19,878 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment at December 31, 2022 and December 31, 2021 consisted of the following: December 31, (in thousands, except for useful life data) Useful life (years) 2022 2021 Buildings, land, and leasehold improvements 7 - 20 $7,353 $6,967 Machinery & equipment 1 - 12 16,202 13,158 Furniture 1 - 12 2,924 2,927 Construction in progress 587 1,780 27,066 24,832 Less: accumulated depreciation (15,368) (12,846) Total property and equipment, net $11,698 $11,986 Depreciation expense for the years ended December 31, 2022, 2021 and 2020 was $3.0 million, $2.8 million and $3.2 million, respectively. Depreciation expense is recorded in cost of sales, selling, general and administrative expense and research and development expense in the consolidated statements of operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 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, 2022 and December 31, 2021 are as follows: (in thousands) Amount Balance as of December 31, 2020 $6,925 Foreign currency translation (545) Impairment of goodwill (6,380) Balance as of December 31, 2021 $— Balance as of December 31, 2022 $— As a result of the operating segment realignment discussed in Note 19 - Segment and Geographical 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 (formerly Tecnidex) 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 December 31, 2022 and December 31, 2021 consisted of the following: December 31, 2022 2021 (in thousands) Gross Carrying Amount Accumulated Amortization Net Gross Accumulated Net Intangible assets with finite lives: Developed technology $798,524 ($333,060) $465,464 $798,669 ($293,920) $504,749 Customer relationships 19,073 (8,101) 10,972 19,778 (6,948) 12,830 Software 11,816 (10,578) 1,238 10,992 (10,235) 757 Trade name 3,418 (2,051) 1,367 3,635 (727) 2,908 Other 100 (100) — 100 (92) 8 Total intangible assets with finite lives 832,931 (353,890) 479,041 833,174 (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 $858,331 ($353,890) $504,441 $858,574 ($311,922) $546,652 During 2021, the Company reclassified $3.6 million of trade name to finite-lived intangibles as the Company began marketing Tecnidex branded products under the AgroFresh trade name. The Tecnidex trade name is still held as a defensive asset and is being amortized over its estimated useful life of 2.5 years, resulting in $2.1 million and $0.7 million of amortization expense recognized for the years ended December 31, 2022 and 2021, respectively. At December 31, 2022, the weighted-average amortization periods remaining for developed technology, customer relationships, software, trade name and other was 12.5, 10.8, 2.3, 1.0 and 0.0, respectively. At December 31, 2022, the weighted-average amortization periods remaining for these finite-lived intangible assets was 12.4 years. Amortization expense for intangible assets was $42.6 million, $43.0 million and $43.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. Estimated annual amortization expense for finite-lived intangible assets subsequent to December 31, 2022 is as follows: (in thousands) Amount 2023 $42,625 2024 41,091 2025 40,810 2026 40,389 2027 38,578 Thereafter 275,548 Total $479,041 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets The Company’s other assets at December 31, 2022 and December 31, 2021 consisted of the following: December 31, (in thousands) 2022 2021 Right-of-use asset $6,904 $6,258 Long term sales-type lease receivable 3,656 2,860 Other long term receivables 1,916 2,288 Total other assets $12,476 $11,406 Other long-term receivables of $0.8 million were deemed uncollectible and were written off to other expense during the year ended December 31, 2021. |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued and Other Current Liabilities | Accrued and Other Current Liabilities The Company’s accrued and other current liabilities at December 31, 2022 and December 31, 2021 consisted of the following: December 31, (in thousands) 2022 2021 Accrued taxes $10,931 $8,267 Accrued compensation and benefits 8,074 8,227 Accrued dividends payable 3,398 — Litigation reserve 2,620 — Bank overdraft 1,559 1,612 Lease liability 1,391 1,624 Deferred revenue 1,220 635 Accrued rebates payable 636 756 Severance 328 1,259 Accrued interest 76 72 Other 7,366 4,542 Total accrued and other current liabilities $37,599 $26,994 Other current liabilities include primarily professional services and research and development accruals. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s debt, net of unamortized deferred issuance costs, at December 31, 2022 and December 31, 2021 consisted of the following: December 31, (in thousands) 2022 2021 Total term loan outstanding $259,750 $262,501 Unamortized deferred issuance costs (4,440) (6,434) AgroFresh Fruit Protection loan outstanding 836 1,489 Less: Amounts due within one year 3,088 3,362 Total long-term debt due after one year $253,058 $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 10.63% and 7.25% for the years ended December 31, 2022 and 2021, respectively. 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 year ended December 31, 2021, a prepayment of principal of $9.1 million was made. The obligations of AgroFresh Inc., a wholly-owned subsidiary of the Company and the borrower under the Amended Credit Facility, are initially guaranteed by the Company and the Company’s wholly-owned subsidiary, AF Solutions Holdings LLC (together with AgroFresh Inc. and the Company, the “Loan Parties”) and may in the future be guaranteed by certain other domestic subsidiaries of the Company. The obligations of the Loan Parties under the Credit Agreement and other loan documents are secured, subject to customary permitted liens and other agreed upon exceptions, by a perfected security interest in all tangible and intangible assets of the Loan Parties, except for certain excluded assets, and equity interests of certain foreign subsidiaries of the Loan Parties held by the Loan Parties (subject to certain exclusions and limitations). The Refinancing was deemed a partial extinguishment of the Term Loan (as defined below) under ASC 470-50, “Debt – Modifications and Extinguishments” (Topic No. 470), whereby $107.1 million of the $403.8 million outstanding at the time of the Refinancing was deemed an extinguishment and $296.7 million was deemed a modification of debt. As such, unamortized deferred issuance costs related to the extinguishment of $0.7 million were written off in debt modification and extinguishment expenses and the remaining $1.9 million was deferred and amortized over the term of the Amended Term Loan. In connection with the Amended Term Loan, expenses incurred related to existing lenders of $4.4 million were recognized in debt modification and extinguishment expenses. Expenses to new lenders of $1.1 million were deferred and amortized over the term of the Amended Term Loan along with $6.4 million of lender fees and issue discounts. In total, the Company deferred debt issuance costs of $7.5 million related to the Amended Term Loan, $1.9 million related to the modification of the Term Loan and $0.5 million related to the Amended Revolving Loan. The debt issuance costs associated with the Amended Term Loan were capitalized against the principal balance of the debt, and the Amended Revolving Loan costs were capitalized in Other Assets. All issuance costs will be accreted through interest expense using the effective interest method for the duration of each respective debt facility. The interest expense related to the amortization of the Amended Credit Facility debt issuance costs during the years ended December 31, 2022, 2021, and 2020 was $2.0 million, $2.2 million and $0.8 million, respectively. As of December 31, 2022 there were $4.4 million of unamortized deferred issuance costs. At December 31, 2022, there was $259.8 million outstanding under the Amended Term Loan and no balance outstanding under the Amended Revolving Loan. At December 31, 2022, the Company evaluated the amount recorded under the Amended Term Loan and determined that the fair value was approximately $253.9 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 December 31, 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 December 31, 2022 are as follows: (in thousands) Amount 2023 $3,088 2024 257,232 2025 188 2026 78 Total $260,586 Interest Rate Swap The Company entered into an interest rate swap contract in August 2019. During the year ended December 31, 2020, a realized loss of $0.1 million was recognized in connection with this swap. The interest rate swap contract matured on December 31, 2020. The Company entered into an interest rate swap contract in January 2018 to hedge interest rate risk associated with the Term Loan. The hedge was settled in September 2018 for $4.0 million, which was amortized through December 31, 2020, the remaining period of the original hedge. PPP Loan As part of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), the Company received a Paycheck Protection Program ("PPP") loan to offset eligible costs incurred during the period. Under the terms of the PPP, PPP loans and accrued interest are forgivable after twenty-four weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the forgiveness period. The Company used the entire loan proceeds to fund its eligible payroll expenses and mortgage interest, avoiding furlough of office employees. As a result, the Company believed that it had met the PPP eligibility criteria for forgiveness and concluded that the loan represented, in substance, a government grant. As such, in accordance with IAS 20 “Accounting for Government Grants and Disclosure of Government Assistance” the Company recognized the entire loan amount as Grant Income during the year ended December 31, 2020. The full amount of this loan was forgiven during 2021. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company enters into lease agreements for certain facilities and vehicles that are primarily used in the ordinary course of business. These leases are accounted for as operating leases, whereby lease expense is recognized on a straight-line basis over the term of the lease. Most leases include an option to extend or renew the lease term. The exercise of the renewal option is at the Company's discretion. The operating lease liability includes lease payments related to options to extend or renew the lease term if the Company is reasonably certain of exercising those options. The Company, in determining the present value of lease payments, uses the Company’s incremental secured borrowing rate commensurate with the term of the underlying lease. Lease expense is primarily included in general and administrative expenses in the consolidated statements of operations. Additional information regarding the Company's operating leases is as follows: Year ended December 31, (in thousands) 2022 2021 Operating Lease Cost Operating leases $2,052 $2,163 Short-term leases (1) 1,229 1,004 Total lease expense $3,281 $3,167 (1) Leases with an initial term of twelve months or less are not recorded on the balance sheet. Other information on operating leases: Year ended December 31, 2022 2021 Cash payments included in operating cash flows $3,204 $3,252 Right-of-use assets obtained in exchange for new lease $2,889 $2,309 Weighted average discount rate 7.6 % 8.2 % Weighted average remaining lease term in years 5.7 years 5.4 years The following table presents the contractual maturities of the Company's lease liabilities as of December 31, 2022: (in thousands) Lease Liability 2023 $1,872 2024 1,601 2025 1,383 2026 1,224 2027 and thereafter 2,960 Total undiscounted lease payments 9,040 Less: present value adjustment 1,812 Operating lease liability $7,228 |
Other Noncurrent Liabilities
Other Noncurrent Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Liabilities, Other than Long-Term Debt, Noncurrent [Abstract] | |
Other Noncurrent Liabilities | Other Noncurrent Liabilities The Company’s other noncurrent liabilities at December 31, 2022 and December 31, 2021 consisted of the following: December 31, (in thousands) 2022 2021 Lease liability $5,837 $4,790 Other (1) 816 1,466 Total other noncurrent liabilities $6,653 $6,256 (1) Other noncurrent liabilities include long-term rebates and pension liabilities. |
Severance
Severance | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Severance | SeveranceThe Company expensed $1.1 million and $2.3 million of severance expense for the years ended December 31, 2022 and 2021, respectively. These amounts, which do not include stock compensation expense, were recorded in selling, general and administrative expenses in the consolidated statements of operations. As of December 31, 2022, the Company had $0.3 million of severance liability, which will be paid out over the next year. |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interest ("NCI") | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Redeemable non-controlling interest ("NCI") | 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 December 31, 2022 the carrying amount of the NCI was $7.3 million in the 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. Year Ended December 31, (in thousands) 2022 2021 Beginning balance ($7,787) ($8,446) Net loss attributable to redeemable non-controlling interest 447 2,258 Adjustment of NCI to redemption value — (1,599) Ending balance ($7,340) ($7,787) |
Series B Convertible Preferred
Series B Convertible Preferred Stock and Stockholders’ Equity | 12 Months Ended |
Dec. 31, 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, 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, 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 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 December 31, 2020. 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 applicable Certificate of Designation of the Preferred Stock. The Series B Preferred Stock has been classified as temporary equity as it may be contingently redeemable in the event of a change of control, which is outside of the Company's control. Associated with the Series B Preferred Stock, the Company paid dividends of $12.4 million in kind and $10.6 million in cash during the year ended December 31, 2022. The Company paid dividends of $11.0 million in kind and $13.9 million in cash during the year ended December 31, 2021. As of December 31, 2022 the Company had accrued dividends of $3.4 million. 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 December 31, 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 34.7 million and 32.2 million shares, respectively. The below table outlines the change in Series B Preferred Stock during the years ended December 31, 2022 and 2021. Series B-1 Convertible Preferred Stock Series B-2 Convertible Preferred Stock Series B Convertible Preferred Stock (in thousands) Shares Amount Shares Amount Shares Amount Balance at December 31, 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 — — — — — 12,410 Balance at December 31, 2022 — — — — 145 161,796 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 to use its commercially reasonable efforts to cause such shelf registration statement to be declared effective as promptly as is reasonably practicable after its filing to permit the public resale of registrable securities covered by the Registration Rights Agreement. The registrable securities generally include any shares of the Company’s common stock into which the Series B Preferred Stock is convertible, and any other securities issued or issuable with respect to any such shares of common stock by way of share split, share dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise. Common Stock The authorized common stock of the Company consists of 400 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 December 31, 2022, there were approximately 53.7 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. Accumulated Other Comprehensive Loss As of December 31, (in thousands) 2022 2021 Foreign currency translation adjustments ($45,231) ($46,247) Pension and other postretirement benefit plans (412) (117) Total ($45,643) ($46,364) |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 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 13,650,000 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. As of December 31, 2022, there were 5,037,128 shares available for grant under the Plan. 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 shares. 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 December 31, 2022, 670,306 shares had been issued under the ESPP. Stock compensation expense for the years ended December 31, 2022, 2021 and 2020 for equity and liability-classified awards was $4.6 million, $3.2 million and $3.6 million respectively. The following table summarizes the components of stock-based compensation expense in the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, (in thousands) 2022 2021 2020 Cost of sales $65 $32 $95 Selling, general and administrative expenses 4,253 2,896 3,192 Research and development expenses 302 285 311 Total $4,620 $3,213 $3,598 Time-Based Stock Options During the years ended December 31, 2022 and 2021, the compensation and talent committee of the Company's board of directors (the "Compensation Committee") approved time-based stock options ("Options") to be granted to new officers and certain employees of the Company, which vest ratably over three years. No Options were granted during the year ended December 31, 2020. A summary of the status of the Company’s Options for the years ended December 31, 2022 and 2021 were as follows: (in thousands) Number of Share Underlying Awards Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Outstanding at December 31, 2020 800 $6.47 6.67 Granted 1,098 1.52 9.48 Exercised — — 0.00 Forfeited or expired (398) 4.91 5.98 Outstanding at December 31, 2021 1,500 3.62 8.34 Exercisable at December 31, 2021 360 8.56 5.15 Vested and expected to vest at December 31, 2021 1,500 3.62 8.34 Outstanding at Outstanding at December 31, 2021 1,500 3.62 8.34 Granted 55 1.69 9.39 Exercised (339) 2.01 8.42 Forfeited or expired — — 0.00 Outstanding at December 31, 2022 1,216 3.98 7.13 Exercisable at December 31, 2022 429 7.64 4.63 Vested and expected to vest at December 31, 2022 1,216 $3.98 7.13 The fair value of each Option was estimated on the date of grant using the Hull-White or Black-Scholes option pricing models with the assumptions described below. For the periods indicated, since the Company has limited historical volatility information available, the expected volatility was based on actual volatility for comparable public companies projected over the expected terms of Options and the actual volatility for the Company since July 1, 2015. The Company records forfeitures as they occur. The risk-free interest rate was based on the U.S. Treasury yield curve at the time of the grant over the expected term of the Options. The expected life for the Hull-White model was calculated as the average time to achieve the 2.0x strike exercise price in the simulation. The expected life for the Black-Scholes model was estimated using the simplified method. 2022 Weighted average grant date fair value $2.00 Risk-free interest rate 0.9 % — 3.6% Expected life (years) 5.83 Estimated volatility factor 53.6 % — 78.1% Expected dividends None As of December 31, 2022, the Company had unrecognized compensation costs for Options totaling $0.7 million that is expected to be recognized over an average period of 1.5 years. Time-Based Stock Appreciation Rights During the year ended December 31, 2019, the Compensation Committee approved time-based stock appreciation rights ("SARs") to be granted to employees of the Company outside of the United States, which vest ratably over three years. No SARs were granted during the years ended December 31, 2022, and 2021. A summary of the Company’s SARs as of December 31, 2022 and 2021 were as follows: (in thousands) Number of Awards Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Outstanding at December 31, 2020 48 $12.00 4.69 Granted — — 0.00 Exercised — — 0.00 Forfeited or expired — — 0.00 Outstanding at December 31, 2021 48 12.00 3.69 Exercisable at December 31, 2021 48 12.00 3.69 Vested and expected to vest at December 31, 2021 48 12.00 3.69 Outstanding at December 31, 2021 48 12.00 3.69 Granted — — 0.00 Exercised — — 0.00 Forfeited or expired (7) 12.00 2.68 Outstanding at December 31, 2022 41 12.00 2.70 Exercisable at December 31, 2022 41 12.00 2.70 Vested and expected to vest at December 31, 2022 41 $12.00 2.70 Holders of these SARs are entitled under the terms of the Plan to receive cash payments calculated based on the excess of the Company’s stock price over the target price in their award; consequently, these awards are accounted for as liability-type awards, and the Company measures compensation cost based on their estimated fair value at each reporting date and the number of options expected to vest. Upon issuance, the fair value of each SAR award was estimated using the Hull-White option pricing model with the assumptions described below. For the periods indicated, since the Company has limited historical volatility information available, the expected volatility was based on actual volatility for comparable public companies projected over the expected terms of SAR awards. The Company records forfeitures as they occur. The risk-free interest rate was based on the U.S. Treasury yield curve at the time of the grant over the expected term of the SAR awards. The expected life was calculated as the average time to achieve the 2.0x strike exercise price in the simulation. SARs are liability classified within Accrued expenses and other current liabilities and they are revalued at each reporting date. The assumptions used to value the SARs as of December 31, 2022 and 2021 are presented below: 2022 2021 Fair value of awards $0.02 $0.01 Risk-free interest rate 0.3% 0.3% Expected life (years) 1.3 1.8 Estimated volatility factor 54.5% 54.5% Expected dividends None None As of December 31, 2022, the Company had no unrecognized compensation costs for SARs. Restricted Stock During the years ended December 31, 2022 and 2021, the Compensation Committee approved equity-classified performance-based restricted stock units (RSUs) and time-based restricted stock and RSUs to be granted to officers and employees of the Company, which vest ratably over three years. A summary of the Company’s RSUs and restricted stock as of December 31, 2022 and 2021 were as follows: (in thousands) Number of Shares Weighted-Average Grant Date Fair Value Non-vested Restricted Stock & RSUs at December 31, 2020 2,454 $2.12 Granted 2,143 2.07 Vested (525) 2.69 Forfeited or expired (1,045) 1.95 Non-vested Restricted Stock & RSUs at December 31, 2021 3,027 2.05 Non-vested Restricted Stock & RSUs at December 31, 2021 3,027 2.05 Granted 2,429 1.88 Vested (1,694) 1.92 Forfeited or expired (315) 2.62 Non-vested Restricted Stock and RSUs at December 31, 2022 3,447 $1.94 Unrecognized compensation expense for performance-based restricted stock and time-based restricted stock and RSU is $4.1 million, which is expected to be recognized over a weighted average period of 1.8 years. Phantom Stock Awards During the years ended December 31, 2022 and 2021, the Compensation Committee approved phantom stock awards to be awarded to employees and one director of the Company located outside of the United States. Phantom stock awarded to employees vest ratably over three years. Phantom stock awarded to the director vest in one year. These awards will be settled in cash upon vesting and are therefore liability-classified within Accrued expenses and other current liabilities, requiring re-measurement at each balance sheet date. A summary of the Company’s Phantom Stock Awards as of December 31, 2022 and 2021 were as follows: (in thousands) Number of Awards Weighted-Average Grant Date Fair Value Non-vested phantom stock awards at December 31, 2020 326 $2.26 Granted 68 2.03 Vested (87) 2.80 Forfeited or expired (41) 2.17 Non-vested phantom stock awards at December 31, 2021 266 $2.04 Non-vested phantom stock awards at December 31, 2021 266 $2.04 Granted 96 1.86 Vested (89) 2.10 Forfeited or expired (54) 2.53 Non-vested phantom stock awards at December 31, 2022 219 $1.82 Unrecognized compensation expense for the unvested time-based phantom shares is $0.3 million, which is expected to be recognized over a weighted average period of 1.4 years. Board of Director Grants Certain directors receive shares of restricted stock subject to the terms, provisions and restrictions of the 2015 Incentive Compensation Plan. The shares granted during the year ended December 31, 2022 and 2021, vest over a one (thousands) Number of Shares Weighted-Average Grant Date Fair Value Non-vested time-based restricted stock at December 31, 2020 187 $2.48 Granted 275 1.96 Vested (157) 2.48 Forfeited or expired (30) 2.48 Non-vested time-based restricted stock at December 31, 2021 275 $1.96 Non-vested time-based restricted stock at December 31, 2021 275 $1.96 Granted 343 1.85 Vested (275) 1.96 Forfeited or expired — — Non-vested time-based restricted stock at December 31, 2022 343 $1.85 As of December 31, 2022, the Company had unrecognized compensation costs for the Director shares of $0.4 million that is expected to be recognized over an average period of 0.6 years. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 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 common shares outstanding for the period. The Company had a loss for the years ended December 31, 2022 and December 31, 2021. Therefore, the effect of convertible preferred stock and stock-based awards including options, restricted stock, restricted stock units and warrants outstanding at December 31, 2022 and December 31, 2021, respectively, have not been included in the computation of diluted loss per share because their inclusion would have been anti-dilutive. The following is a reconciliation of the weighted-average common shares outstanding used for the computation of basic and diluted net loss per common share: Year Ended December 31, (thousands) 2022 2021 2020 Basic weighted-average common shares outstanding 52,192 51,410 50,770 Effect of dilutive options, performance stock units and restricted stock — — — Diluted weighted-average shares outstanding 52,192 51,410 50,770 Securities that could potentially be dilutive are excluded from the computation of diluted earnings (loss) per share when a loss from continuing operations exists, when the exercise price exceeds the average closing price of the Company's common stock during the period, or for contingently issued shares, if such contingency is not met at the end of the reporting period, because their inclusion would result in an anti-dilutive effect on per share amounts. The following represents the weighted average number of shares that could potentially dilute basic earnings per share in the future: Year Ended December 31, (thousands) 2022 2021 Convertible preferred stock 33,048 23,153 Stock-based compensation awards (1) : Stock options 1,531 1,217 Restricted Stock Units 4,494 3,330 (1) SARs and Phantom Options are payable in cash so will therefore have no impact on number of shares. Options are considered anti-dilutive and excluded when the exercise price exceeds the average market value of the Company’s common stock price during the applicable period. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Loss before income taxes consists of the following components: Year Ended December 31, (in thousands) 2022 2021 2020 Domestic ($33,229) $1,270 ($26,460) Foreign (1,188) (4,774) 4,870 Total ($34,417) ($3,504) ($21,590) Significant components of income taxes are as follows: Year Ended December 31, (in thousands) 2022 2021 2020 Currently payable: Federal $1,603 $1,090 $377 State and local 142 26 4 Foreign 6,962 2,989 1,744 Total currently payable 8,707 4,105 2,125 Deferred: Federal (5,793) (1,629) 27,705 State and local (289) (195) 305 Foreign (3,238) 297 1,241 Total deferred (9,320) (1,527) 29,251 Provision (benefit) for income taxes ($613) $2,578 $31,376 A reconciliation of income tax provision (benefit) at the U.S. Federal statutory income tax rate to actual income tax provision (benefit) is as follows: Year Ended December 31, (in thousands) 2022 2021 2020 Tax at statutory rate ($7,228) ($736) ($4,534) State income taxes, net of federal tax benefit (86) (128) 364 Effect of foreign items 1,099 88 1,502 Valuation allowance and unbenefited losses (870) 4,280 33,478 Deferred tax rate changes (23) (755) 71 Transaction costs 1,004 (1,070) (131) Tax incentives (250) (226) (311) Disallowed foreign expenses and exchange losses 2,256 228 1,746 Sub Part F / Global intangible low taxed income 372 — — Unrecognized tax benefits 814 79 (817) Goodwill impairment — 1,340 — Withholding taxes 1,200 — — Other 1,099 (522) 8 Provision (benefit) for income taxes ($613) $2,578 $31,376 Income tax expense (benefit) for the year ended December 31, 2022, 2021 and 2020 include certain discrete tax items for changes in valuation allowances, foreign effective rate items and other rate modifying items. The Tax Cuts and Jobs Act ("TCJA") subjects a U.S. corporation to tax on its global intangible low-taxed income ("GILTI"). U.S. GAAP allows companies to make an accounting policy election to either (1) treat taxes due on future GILTI inclusions in U.S. taxable income as a current-period expense when incurred (“period cost method”) or (2) factor such amounts into the measurement of its deferred taxes (“deferred method”). The Company elected to use the period cost method and estimated no impact on tax expense in tax year 2021. The Company provided no tax provision impact related to base erosion and anti-abuse tax (“BEAT”) provisions of the TCJA, as the Company’s average gross receipts are under $500 million. In addition, the Company has not been eligible for a benefit for foreign derived intangible income (“FDII”) due to the Company’s U.S. net operating loss positions in tax year 2019, 2020 and 2021 and no foreign derived intangible income in 2022. The Company’s U.S. operations have incurred cumulative taxable losses through December 31, 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 may become restricted in the event 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 IRC, as well as similar state tax provisions. This could limit 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, will generally be 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 year ended December 31, 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. For the year ended December 31, 2022, the Company recorded a tax benefit of $0.9 million for the net decrease in valuation allowances related to deferred tax assets that are not able to be realized. The Company did not have sufficient evidence to support future taxable income to realize the deferred tax assets associated with net operating losses and various other deferred tax assets in certain foreign jurisdictions (Argentina, Korea, Brazil, Poland, Australia, New Zealand, Mexico, Morocco, Turkey, South Africa, Peru and Italy) in 2021. In 2022, new evidence supporting the realization of certain deferred tax assets (Brazil, Morocco and Peru) resulted in the foreign tax benefit of $0.6 million. In addition to the foreign valuation allowance impact, the Company recorded a tax benefit of $0.3 million for a decrease in the U.S. valuation allowance for an additional source of future taxable income related to the increase in the indefinite-lived intangible deferred tax liability in the current year. For the year ended December 31, 2021, the Company recorded a tax expense of $4.3 million for the net increase in valuation allowances related to deferred tax assets that will no longer be able to be realized. The unrealizable deferred tax assets within foreign jurisdictions resulted in a tax expense of $4.3 million. In addition to the foreign valuation allowance impact, there were two offsetting valuation allowance impacts recorded in the U.S. The Company recorded a tax benefit of $0.2 million for a decrease in the U.S. valuation allowance for an additional source of future taxable income related to the increase in the indefinite-lived intangible deferred tax liability in the current year. A $0.2 million tax expense for untaxed income related to the elimination of intercompany profit in inventory made up the last component of the change in valuation allowance for the prior tax period. For the year ended December 31, 2020, the Company recorded a tax expense of $33.5 million for the net increase in valuation allowances related to deferred tax assets that will no longer be able to be realized. The unrealizable deferred tax assets relate to the aforementioned Section 382 limitations on U.S. tax attributes for a tax expense of $36.3 million. After the annual limitation was determined in the Section 382 study, the Company did not have sufficient evidence to support future taxable income to realize the deferred tax assets associated with non-deductible net interest expense, U.S. and state net operating losses, and future intangible amortization tax deductions. The remaining $2.8 million tax benefit included in the net $33.5 million change in valuation allowance tax expense relates to a tax benefit of $0.3 million for decreases in foreign valuation allowances in Japan, Netherlands and Turkey, offset by immaterial increases in South Africa and Peru, and a tax benefit of $2.5 million for untaxed income related to the elimination of intercompany profit in inventory. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities at December 31, 2022 and December 31, 2021 are as follows: December 31, (in thousands) 2022 2021 Deferred tax assets: Pension and other retiree obligations $170 $265 Other accruals and reserves 12,132 6,132 Loss and credit carryforwards 43,242 43,737 Interest expense deduction limitation carryforward 13,501 8,975 Investments 2,044 2,075 Right-of-use asset 1,709 1,574 Other 687 3,527 Valuation allowance (57,416) (61,677) Deferred tax assets 16,069 4,608 Deferred tax liabilities: Inventory (1,238) (432) Intangible assets other than goodwill (24,461) (24,508) Property, plant and equipment (679) (376) Unrealized foreign currency gains (6,131) (5,236) Lease liability (1,593) (1,497) Deferred tax liabilities (34,102) (32,049) Net deferred tax (liabilities) assets ($18,033) ($27,441) The Company makes significant judgments regarding the realizability of its deferred tax assets (principally net operating losses). The carrying value of deferred tax assets is based on the Company’s assessment that it is more likely than not that the Company will realize these assets after consideration of all available positive and negative evidence. Gross operating loss carryforwards amounted to $15.0 million for foreign jurisdictions, $169.3 million for U.S. federal and $24.7 million for U.S. states at December 31, 2022. These operating loss carryforwards relate to the years 2015 through current 2022 tax periods. On December 31, 2022, none of the operating loss carryforwards were subject to expiration in 2023. The operating loss carryforwards expiring in years 2024 through 2030 make up $2.3 million of the recorded deferred tax asset. The operating loss carryforwards expiring in years 2031 through 2040 make up $9.6 million of the recorded deferred tax asset. The remaining deferred tax asset relating to operating loss carryforwards of $28.7 million have an indefinite expiration. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. As of December 31, 2022, management determined that sufficient negative evidence exists to conclude that it is more-likely-than-not that certain income tax assets in the U.S., Argentina, Korea, Belgium, Japan, Poland, Australia, New Zealand, Mexico, Turkey, South Africa, and Italy are not realizable, and therefore, retained or recorded a new valuation allowance accordingly. The Company has recorded tax credits in the U.S. for research and development expenditures and foreign taxes that were generated in tax years 2015 through 2022 for a total amount of $2.6 million. The foreign tax credits will begin to expire in 2025 and the research and development credits will begin to expire in 2035. U.S. income and foreign withholding taxes have not been recognized for the difference between the financial reporting and tax basis of the investments in foreign subsidiaries that are indefinitely reinvested outside the U.S. This amount may be recognized upon a sale or liquidation of the subsidiary. There is not a gross temporary difference as of December 31, 2022, since the tax basis of investments in foreign subsidiaries is in excess of the financial reporting basis. Uncertain Tax Positions Year ended December 31, (in thousands) 2022 2021 2020 Beginning Balance $883 $859 $2,670 Additions of tax positions of the current year 1,797 — — Additions to tax positions of the prior years 516 166 209 Reductions of tax positions of the prior years — (52) (1,236) Reductions related to prior tax positions due to foreign currency (62) (90) (633) Expiration of statutes of limitations (735) — (151) Ending Balance $2,399 $883 $859 The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. As of December 31, 2022, and 2021, the Company had unrecognized tax benefits, defined as the aggregate tax effect of differences between tax return positions and the benefits recognized in the Company's financial statements, of $2.4 million and $0.9 million, respectively. If recognized in the fiscal years ended December 31, 2022 and 2021, $2.4 million and $0.9 million, respectively, of these benefits would have reduced income tax expense and the effective tax rate. Of these amounts, approximately $0.0 million and $0.0 million of the Company's unrecognized tax benefits at December 31, 2022 and 2021, respectively, are indemnified and the release of the indemnification asset will have an offsetting impact to the effective tax rate of the Company. Of the $2.4 million and $0.9 million benefits at December 31, 2022 and 2021, respectively, approximately $0.4 million and $0.2 million have been recorded as a reduction to the related deferred tax asset for the net operating loss in accordance with Accounting Standards Update 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists for all periods. The total amount of unrecognized tax benefits is not expected to change within 12 months of the reporting date. The Company's policy is to recognize interest and penalties accrued on any unrecognized tax benefit within the provision for income taxes in the consolidated statements of operations. The Company recorded a decrease of $0.4 million of interest and penalties as part of "Provision for income taxes" in the Company's consolidated statements of operations during the period ending December 31, 2022. Cumulative interest and penalties of $0.4 million and $0.9 million are recorded as part of Income taxes payable for December 31, 2022 and 2021, respectively. |
Segment and Geographical Inform
Segment and Geographical Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment and Geographical Information | Segment and Geographical Information Segments ASC 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. In prior periods, the Company had operated and managed the business as two reportable segments, AgroFresh Core and AgroFresh Fruit Protection (formerly Tecnidex). During the fourth quarter of the year ended December 31, 2021, the Company determined that it had one reportable segment, 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. As a result of this change in segment reporting, the Company retrospectively revised prior period results, by segment, to conform to the current period presentation. For the year ended December 31, 2022, the Company has operated and managed the business as one reportable segment. Geographic Regions Net sales by geographic region, based on the location of the customer, were as follows: Year Ended December 31, (in thousands) 2022 2021 2020 Net sales: North America (1) $30,629 $32,635 $33,759 Latin America (2) 36,064 33,610 28,731 EMEA (3) 76,893 82,329 79,413 Asia Pacific (4) 18,351 17,415 15,740 Total Net sales $161,937 $165,989 $157,643 (1) North America includes the United States and Canada. (2) Latin America includes Argentina, Brazil, Chile, Columbia, Costa Rica, Dominican Republic, Ecuador, Guatemala, Mexico, Peru and Uruguay. (3) EMEA includes Europe, the Middle East and Africa. (4) Asia Pacific includes Australia, China, India, Japan, New Zealand, South Korea, Taiwan, Thailand and the Philippines. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2021, the lawsuit was settled, paid and is considered closed. During the fourth quarter of 2022, the Company received notice from several customers in Italy that pears treated with one of the Company's products contained trace amounts of a fungicide that is not approved for use in Italy on pears. The Company has reserved $2.6 million based on a proposed settlement, which is included in selling, general and administrative expenses on the consolidated statements of operations. The Company has also referred the matter to the vendor that supplied the product to AgroFresh and has made claims with the Company's insurance carriers for potential reimbursement. The Company received three letters on behalf of purported stockholders of the Company requesting that the Company make certain supplemental disclosures in addition to the information already disclosed in the Preliminary Proxy Statements issued in connection with the Merger. Additionally, a stockholder of the Company made a written demand to inspect certain books and records of the Company related to the Merger pursuant to Delaware General Corporation Law Section 220. The Company is in the process of considering the letters received to date and what, if any, actions it will take in response to them. 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 | 12 Months Ended |
Dec. 31, 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 December 31, 2022: (in thousands) Level 1 Level 2 Level 3 Liability-classified stock compensation (1) $— $— $381 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 1 Level 2 Level 3 Liability-classified stock compensation (1) $— $— $241 (1) The fair value of the stock appreciation right was measured using a Black-Scholes pricing model during the years ended December 31, 2022 and December 31, 2021. The fair value of phantom shares is based on the fair value of the Company's common stock. The fair value of performance based phantom shares was measured using estimated performance payout factors. For the year ended December 31, 2021, certain phantom shares were measured using a Monte Carlo pricing model. There were no transfers between Level 1 and Level 2 and no transfers out of Level 3 of the fair value hierarchy during the years ended December 31, 2022 and December 31, 2021. At December 31, 2022, the Company evaluated the amount recorded under the Amended Term Loan and determined that the fair value was approximately $253.9 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 tables present 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 at December 31, 2021 $241 Stock compensation activity 140 Balance at December 31, 2022 $381 |
Other (Expenses)_Income
Other (Expenses)/Income | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Other (Expenses)/Income | Other (Expenses)/Income The Company had other expenses of $(4.1) million and income of $14.0 million for the years ended December 31, 2022 and 2021, respectively. During the year ended December 31, 2022, the Company had expenses of $(4.1) million primarily related to transaction related expenses, including legal, consulting and other due diligence costs. During the year ended December 31, 2021, the Company had other income of $14.0 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 (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and entities in which the Company has a controlling voting interest. All intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current year presentation. The Company's common stock trades on the NASDAQ Global Select Stock Market under the symbol "AGFS". As discussed in Note 3 - Related Party Transactions, on November 21, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Project Cloud Holdings, LLC (“Parent”), Project Cloud Merger Sub, Inc. (“Merger Sub”) and the Company. Parent and Merger Sub are affiliates of investment funds managed by Paine Schwartz Partners, LLC (“Paine Schwartz”). Upon the terms and subject to the conditions set forth in the Merger Agreement, among other things, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger (the “Surviving Corporation”). As a result of the Merger, the Company will cease to be a publicly traded company, and investment funds managed by Paine Schwartz will become the indirect owner of all the Company’s outstanding capital stock. |
Use of Estimates | Use of Estimates The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Management believes that such estimates have been based on reasonable and supportable assumptions and the resulting estimates are reasonable for use in the preparation of the consolidated financial statements. Actual results could differ from these estimates. The Company’s significant estimates include impairment of identifiable intangible assets, stock-based compensation, contingent liabilities and income tax valuation allowances. The inputs into certain of our estimates, assumptions, and judgments considered the economic implications of the COVID-19 pandemic on our critical and significant accounting estimates. The actual results experienced by us may differ from our estimates. As the COVID-19 pandemic continues to develop, many of our estimates could require increased judgment and carry a higher degree of variability and volatility, and may change materially in future periods. |
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 December 31, 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 April 1, 2022 for its subsidiary in Turkey. |
Revenue Recognition, Performance Obligations, Disaggregation of Revenue, Contract Assets and Liabilities, Practical Expedients Elected and Cost of Sales | Revenue Recognition The Company accounts for revenue in accordance with Accounting Standards Codification ("ASC") 606, which requires revenue recognized to represent the transfer of promised goods or services to customers at an amount that reflects the consideration which is expected to be received in exchange for those goods or services. Performance Obligations The Company derives revenue from the sale of products created with proprietary technology to regulate the ripening of produce and through performing post application technical services for its customers. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of the Company’s contracts have multiple performance obligations primarily related to product application and post application services, which the Company provides. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract. The method used to estimate standalone selling price is the expected cost plus a margin approach, under which the Company calculates the costs of satisfying a performance obligation and factors in an appropriate margin for that distinct good or service. The transaction price is primarily fixed, as prices are governed by the terms and conditions of the Company's contracts with customers, and payment is typically made under standard terms. The Company has certain transactions that provide for variable consideration through rebate and customer loyalty programs. Depending on the program, the customer may elect to receive either a credit against its account or a cash payment. The Company recognizes an accrued provision for estimated rebates and customer loyalty program payouts at the time services are provided. The primary factors considered when estimating the provision for rebates and customer loyalty programs are the average historical experience of aggregate credits issued, the historical relationship of rebates as a percentage of total gross product sales, and the contract terms and conditions of the various rebate programs in effect at the time services are performed. The Company provides standard warranty provisions. Performance obligations related to product application are typically satisfied at a point in time when the customer obtains control upon application. Performance obligations related to post-application services are satisfied over time and revenue is recognized using the output method, as control of the service transfers to the customer over time during and after storage of the produce. The Company believes that this method provides a faithful depiction of the transfer of value over the term of the performance obligation because the level of effort in providing these services is consistent during the service period. Performance obligations related to AgroFresh Fruit Protection sales-type leases are satisfied at the point in time that equipment is installed at the customer site. 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 year ended December 31, 2022 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenue Product 1-MCP based $28,532 $56,796 $27,039 $18,187 $130,554 Fungicides, disinfectants and coatings 1,799 17,948 7,289 93 27,129 Other* 298 2,149 1,736 71 4,254 Total $30,629 $76,893 $36,064 $18,351 $161,937 Pattern of Revenue Recognition Products transferred at a point in time $29,861 $75,886 $35,470 $18,138 $159,355 Services transferred over time 768 1,007 594 213 2,582 Total $30,629 $76,893 $36,064 $18,351 $161,937 Revenues for the year ended December 31, 2021 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenue Product 1-MCP based $29,966 $63,874 $25,860 $17,195 $136,895 Fungicides, disinfectants and coatings 2,084 17,403 6,720 — 26,207 Other* 585 1,052 1,030 220 2,887 Total $32,635 $82,329 $33,610 $17,415 $165,989 Pattern of Revenue Recognition Products transferred at a point in time $32,147 $81,297 $33,022 $17,225 $163,691 Services transferred over time 488 1,032 588 190 2,298 Total $32,635 $82,329 $33,610 $17,415 $165,989 *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 year ended December 31, 2022: (in thousands) Balance at December 31, 2021 Additions Deductions Balance at December 31, 2022 Contract assets: Unbilled revenue $795 20,282 (19,535) $1,542 Contract liabilities: Deferred revenue $635 5,574 (4,989) $1,220 The following table presents changes in the Company’s contract assets and liabilities during the year ended December 31, 2021: (in thousands) Balance at December 31, 2020 Additions Deductions Balance at December 31, 2021 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 year ended December 31, 2022. Amounts reclassified from unbilled revenue to accounts receivable for the years ended December 31, 2022 and 2021 were $19.5 million and $18.3 million, respectively. Amounts reclassified from deferred revenue to revenue were $5.0 million and $5.0 million for the years ended December 31, 2022 and 2021, respectively. Practical Expedients Elected The Company has elected the following practical expedients in applying ASC 606 across all reportable segments: Unsatisfied Performance Obligations. Because all of its performance obligations relate to contracts with a duration of less than one year, the Company has elected to apply the optional exemption provided in ASC 606 and, therefore, is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. Contract Costs. All incremental customer contract acquisition costs are expensed as they are incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. Significant Financing Component. The Company does not adjust the promised amount of consideration for the effects of a significant financing component as the Company expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Sales Tax Exclusion from the Transaction Price . The Company excludes from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from the customer. Shipping and Handling Activities. The Company accounts for shipping and handling activities it performs after a customer obtains control of the good as activities to fulfill the promise to transfer the good, which are recognized in cost of goods sold. Cost of Sales The Company's cost of sales consists of cost of materials, cost of equipment, application costs and certain supply chain costs. The Company's primary costs of sale are related to applications at customer sites through a direct service model primarily utilizing third-party service providers. Amounts recorded as cost of sales relate to direct costs incurred in connection with the purchase, delivery and application of the product. Such costs are recorded as the related revenue is recognized. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers short-term, highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable, net consists primarily of (i) outstanding amounts invoiced to end-users, re-sellers and third-party contractors and (ii) unbilled revenue in arrangements where the earnings process has been completed but invoices have not been issued as of the reporting date. The allowance for doubtful accounts is based on forecasted losses and a review on a specific identification basis of the collectability of outstanding receivables. |
Inventories | Inventories |
Property and Equipment | Property and Equipment Property and equipment includes leasehold improvements, machinery and equipment and furniture. Property and equipment acquired in business combinations are initially recorded at their estimated fair value. Property and equipment acquired or constructed in the normal course of business are initially recorded at cost. The Company provides for depreciation and amortization based on the estimated useful lives of assets using the straight-line method. Estimated useful lives are as follows: Leasehold improvements Shorter of useful life or lease term Machinery & Equipment 1—12 years Furniture 1—12 years Leasehold improvements are amortized on a straight-line basis over the shorter of the estimated useful lives of the assets or the related lease term, which generally includes reasonably assured option periods expected to be exercised by the Company when the Company would suffer an economic penalty if not exercised. Gains and losses on the disposal of assets are recorded as the difference between the net proceeds received and net carrying values of the assets disposed. |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsCompany management continually evaluates whether events or changes in circumstances might indicate that the remaining estimated useful life of long-lived assets may warrant revision, or that the remaining balance may not be recoverable. When factors indicate that long-lived assets should be evaluated for possible impairment, the Company uses an estimate of the related undiscounted cash flows in measuring whether the long-lived asset should be written down to fair value. Measurement of the amount of impairment would be based on generally accepted valuation methodologies, as deemed appropriate. |
Leases | Leases The Company determines whether a contract contains a lease at contract inception. A contract contains a lease if there is an identified asset and the Company has the right to control the asset. Operating lease right-of-use (“ROU”) assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses the incremental borrowing rate in determining the present value of lease payments. Leases with a term of 12 months or less at the commencement date are not recognized on the balance sheet and are expensed as incurred. In the consolidated statements of operations, lease expense for operating lease payments is recognized on a straight-line basis over the lease term. See Note 11 - Leases for additional information. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses The Company expenses selling, general and administrative costs as incurred. Selling, general and administrative expense consists primarily of compensation, benefits and other employee-related expenses for personnel in the Company’s administrative, finance, legal, business development, commercial, sales, marketing and human resource functions. Other expenses include professional fees from outside service providers. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs are capitalized and presented as a reduction of the principal balance of the debt and costs associated with the revolving loan are capitalized in Other Assets. All issuance costs are accreted through interest expense for the duration of the respective debt facilities. |
Goodwill and Indefinite-lived Intangible Assets | Goodwill and Indefinite-lived Intangible Assets The Company’s goodwill and indefinite-lived trade names are not amortized, but tested annually for impairment, and more frequently, if events and circumstances indicate that the asset might be impaired. The Company conducts annual impairment tests on its goodwill and indefinite lived trade names on the last day of each fiscal year or whenever an indicator of impairment exists. As part of the Company’s goodwill impairment analysis, the fair value of its reporting unit is determined considering two valuation approaches: (1) the income approach and (2) the market approach. The income approach requires management to make significant estimates and assumptions related to the future cash flows of the reporting unit and the discount rate commensurate with the risks involved in the asset. The market approach estimates fair value using comparable marketplace fair value data from within a comparable industry grouping. If the fair value of the reporting unit exceeds its carrying value, we do not consider the goodwill impaired. If the carrying value is higher than the fair value, we recognize the difference as an impairment loss. As a result of the operating segment realignment discussed in Note 19 - Segment and Geographical |
Finite-Lived Intangible Assets | Finite-Lived Intangible Assets |
Stock-Based Compensation | Stock-Based Compensation The Company grants various stock-based compensation awards to its officers, employees and board of directors with time-based and/or performance-based vesting conditions. Awards without cash settlement conditions are equity-classified. The Company measures and recognizes compensation expense over the vesting period based on their estimated grant date fair values. Phantom stock awards and stock appreciation rights either require or provide the holder of the award with the option to settle in cash. The Company's awards with cash settlement conditions are accounted for as liabilities, and the Company measures and recognizes compensation expense over the vesting period based on their estimated fair values as of the most recent reporting date. Fair values for options and stock appreciation rights are estimated using an option pricing model. Fair values for restricted stock and phantom stock awards are based on the closing price of the Company’s common stock on the grant date and the measurement date. Compensation expense for the Company’s stock-based compensation awards is generally recognized on a straight-line basis over the vesting period of the award. For awards with performance conditions, compensation expense is recognized only if satisfaction of the performance condition is considered probable of being achieved. Compensation expense for the Employee Stock Purchase Plan is recognized based on the employee contributions and market price of the stock as of the grant date. |
Research and Development | Research and Development Expenditures for research and development costs, which primarily relate to internal compensation costs and professional service fees, are charged to expense as incurred. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize our deferred tax assets in the future in excess of their net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. |
Contingencies | Contingencies The Company recognizes liabilities for loss contingencies when it is probable that an asset has been impaired or that a liability has been incurred and the amount of impairment or loss can be reasonably estimated. The Company’s ultimate legal and financial liability with respect to such matters cannot be estimated with certainty and requires the use of estimates. When the reasonable estimate is a range, the recorded loss will be the best estimate within the range. The Company records legal settlement costs when those costs are probable and reasonably estimable. |
Redeemable Non-Controlling Interest | Redeemable Non-Controlling InterestNon-controlling interest that is redeemable upon the occurrence of an event that is not solely within the Company's control is reported in the temporary equity section between total liabilities and shareholders' equity in the Company's consolidated balance sheets. The Company adjusts the Redeemable non-controlling interest balance to reflect the redemption amount each reporting period. |
Credit Concentration Risk | Credit Concentration Risk Financial instruments, which potentially subject the Company to a concentration of credit risk, consist principally of cash deposits. The Company maintains cash balances at financial institutions with strong credit ratings. Generally, amounts invested with financial institutions are in excess of FDIC insurance limits. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which we would transact, and the Company also considers assumptions that market participants would use when pricing the asset or liability. The accounting guidance for fair value measurement requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. We use inputs such as actual trade data, benchmark yields, broker/dealer quotes, and other similar data, which are obtained from quoted market prices, independent pricing vendors, or other sources, to determine the ultimate fair value of assets or liabilities. Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The fair values are determined based on model-based techniques such as discounted cash flow models using inputs that we could not corroborate with market data. |
Foreign Currency | Foreign Currency An entity’s functional currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the environment in which an entity primarily generates and expends cash. Assets and liabilities are translated at period-end rates; income statement amounts are translated at average rates during the course of the period. Translation gains and losses of those operations that use local currency as the functional currency, are included in accumulated other comprehensive (loss) income in the consolidated balance sheets. Foreign currency exchange transaction gain (loss) is the result of remeasuring transactions denominated in a currency other than our primary currency and is reported in the consolidated statements of operations as a separate line within other income (expense). |
Recently Issued Accounting Standards and Pronouncements | Recently Issued Accounting Standards and Pronouncements In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which introduces a new current expense credit loss model to measure impairment on certain types of financial instruments. This update requires an entity to use a forward-looking expected credit loss model for accounts receivables, loans and other financial instruments. In addition, the FASB issued various amendments during 2018 and 2019 to clarify the provisions of ASU 2016-13. The Company adopted the new guidance on January 1, 2020. The adoption of this standard did not have a material impact on the financial statements of the Company. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments simplify the accounting for income taxes by removing certain exceptions to the general principles of Topic 740, "Income Taxes" and also improve consistent application by clarifying and amending existing guidance. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted the new guidance on January 1, 2021. The adoption of the new guidance did not have a material impact on the 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 Company adopted the new guidance on December 31, 2022. The adoption of the new guidance did not have a material impact on the consolidated financial statements of the Company. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The amendments address the accounting for contract assets and contract liabilities from revenue contracts with customers in a business combination. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. The Company will adopt the new guidance on January 1, 2023. The adoption of the new guidance is not expected to have a material impact on the consolidated financial statements of the Company. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of disaggregated 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 year ended December 31, 2022 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenue Product 1-MCP based $28,532 $56,796 $27,039 $18,187 $130,554 Fungicides, disinfectants and coatings 1,799 17,948 7,289 93 27,129 Other* 298 2,149 1,736 71 4,254 Total $30,629 $76,893 $36,064 $18,351 $161,937 Pattern of Revenue Recognition Products transferred at a point in time $29,861 $75,886 $35,470 $18,138 $159,355 Services transferred over time 768 1,007 594 213 2,582 Total $30,629 $76,893 $36,064 $18,351 $161,937 Revenues for the year ended December 31, 2021 (in thousands) Region North America EMEA Latin America Asia Pacific Total Revenue Product 1-MCP based $29,966 $63,874 $25,860 $17,195 $136,895 Fungicides, disinfectants and coatings 2,084 17,403 6,720 — 26,207 Other* 585 1,052 1,030 220 2,887 Total $32,635 $82,329 $33,610 $17,415 $165,989 Pattern of Revenue Recognition Products transferred at a point in time $32,147 $81,297 $33,022 $17,225 $163,691 Services transferred over time 488 1,032 588 190 2,298 Total $32,635 $82,329 $33,610 $17,415 $165,989 *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 year ended December 31, 2022: (in thousands) Balance at December 31, 2021 Additions Deductions Balance at December 31, 2022 Contract assets: Unbilled revenue $795 20,282 (19,535) $1,542 Contract liabilities: Deferred revenue $635 5,574 (4,989) $1,220 The following table presents changes in the Company’s contract assets and liabilities during the year ended December 31, 2021: (in thousands) Balance at December 31, 2020 Additions Deductions Balance at December 31, 2021 Contract assets: Unbilled revenue $1,484 17,617 (18,306) $795 Contract liabilities: Deferred revenue $1,474 4,123 (4,962) $635 |
Schedule of estimated useful lives | Estimated useful lives are as follows: Leasehold improvements Shorter of useful life or lease term Machinery & Equipment 1—12 years Furniture 1—12 years |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories at December 31, 2022 and December 31, 2021, consisted of the following: December 31, (in thousands) 2022 2021 Raw material $3,963 $2,726 Work-in-process 4,266 3,746 Finished goods 16,337 12,520 Supplies 862 788 Total inventories $25,428 $19,780 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other current assets | The Company’s other current assets at December 31, 2022 and December 31, 2021 consisted of the following: December 31, (in thousands) 2022 2021 VAT receivable $12,780 $10,220 Prepaid income tax asset 4,533 6,256 Prepaid and other current assets 3,227 3,402 Total other current assets $20,540 $19,878 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment at December 31, 2022 and December 31, 2021 consisted of the following: December 31, (in thousands, except for useful life data) Useful life (years) 2022 2021 Buildings, land, and leasehold improvements 7 - 20 $7,353 $6,967 Machinery & equipment 1 - 12 16,202 13,158 Furniture 1 - 12 2,924 2,927 Construction in progress 587 1,780 27,066 24,832 Less: accumulated depreciation (15,368) (12,846) Total property and equipment, net $11,698 $11,986 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 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, 2022 and December 31, 2021 are as follows: (in thousands) Amount Balance as of December 31, 2020 $6,925 Foreign currency translation (545) Impairment of goodwill (6,380) Balance as of December 31, 2021 $— Balance as of December 31, 2022 $— |
Schedule of other intangible assets | The Company’s intangible assets at December 31, 2022 and December 31, 2021 consisted of the following: December 31, 2022 2021 (in thousands) Gross Carrying Amount Accumulated Amortization Net Gross Accumulated Net Intangible assets with finite lives: Developed technology $798,524 ($333,060) $465,464 $798,669 ($293,920) $504,749 Customer relationships 19,073 (8,101) 10,972 19,778 (6,948) 12,830 Software 11,816 (10,578) 1,238 10,992 (10,235) 757 Trade name 3,418 (2,051) 1,367 3,635 (727) 2,908 Other 100 (100) — 100 (92) 8 Total intangible assets with finite lives 832,931 (353,890) 479,041 833,174 (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 $858,331 ($353,890) $504,441 $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 December 31, 2022 is as follows: (in thousands) Amount 2023 $42,625 2024 41,091 2025 40,810 2026 40,389 2027 38,578 Thereafter 275,548 Total $479,041 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | The Company’s other assets at December 31, 2022 and December 31, 2021 consisted of the following: December 31, (in thousands) 2022 2021 Right-of-use asset $6,904 $6,258 Long term sales-type lease receivable 3,656 2,860 Other long term receivables 1,916 2,288 Total other assets $12,476 $11,406 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of components of accrued expenses and other current liabilities | The Company’s accrued and other current liabilities at December 31, 2022 and December 31, 2021 consisted of the following: December 31, (in thousands) 2022 2021 Accrued taxes $10,931 $8,267 Accrued compensation and benefits 8,074 8,227 Accrued dividends payable 3,398 — Litigation reserve 2,620 — Bank overdraft 1,559 1,612 Lease liability 1,391 1,624 Deferred revenue 1,220 635 Accrued rebates payable 636 756 Severance 328 1,259 Accrued interest 76 72 Other 7,366 4,542 Total accrued and other current liabilities $37,599 $26,994 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of debt | The Company’s debt, net of unamortized deferred issuance costs, at December 31, 2022 and December 31, 2021 consisted of the following: December 31, (in thousands) 2022 2021 Total term loan outstanding $259,750 $262,501 Unamortized deferred issuance costs (4,440) (6,434) AgroFresh Fruit Protection loan outstanding 836 1,489 Less: Amounts due within one year 3,088 3,362 Total long-term debt due after one year $253,058 $254,194 |
Schedule of principal repayments under the Term Loan | Scheduled principal repayments of the Company's debt subsequent to December 31, 2022 are as follows: (in thousands) Amount 2023 $3,088 2024 257,232 2025 188 2026 78 Total $260,586 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of additional information of operating leases | Additional information regarding the Company's operating leases is as follows: Year ended December 31, (in thousands) 2022 2021 Operating Lease Cost Operating leases $2,052 $2,163 Short-term leases (1) 1,229 1,004 Total lease expense $3,281 $3,167 (1) Leases with an initial term of twelve months or less are not recorded on the balance sheet. Other information on operating leases: Year ended December 31, 2022 2021 Cash payments included in operating cash flows $3,204 $3,252 Right-of-use assets obtained in exchange for new lease $2,889 $2,309 Weighted average discount rate 7.6 % 8.2 % Weighted average remaining lease term in years 5.7 years 5.4 years |
Schedule of maturities of lease liabilities | The following table presents the contractual maturities of the Company's lease liabilities as of December 31, 2022: (in thousands) Lease Liability 2023 $1,872 2024 1,601 2025 1,383 2026 1,224 2027 and thereafter 2,960 Total undiscounted lease payments 9,040 Less: present value adjustment 1,812 Operating lease liability $7,228 |
Other Noncurrent Liabilities (T
Other Noncurrent Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Liabilities, Other than Long-Term Debt, Noncurrent [Abstract] | |
Schedule of other noncurrent liabilities | The Company’s other noncurrent liabilities at December 31, 2022 and December 31, 2021 consisted of the following: December 31, (in thousands) 2022 2021 Lease liability $5,837 $4,790 Other (1) 816 1,466 Total other noncurrent liabilities $6,653 $6,256 (1) Other noncurrent liabilities include long-term rebates and pension liabilities. |
Redeemable Non-Controlling In_2
Redeemable Non-Controlling Interest ("NCI") (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Temporary Equity | The following table summarizes the changes to the Company's Redeemable NCI. Year Ended December 31, (in thousands) 2022 2021 Beginning balance ($7,787) ($8,446) Net loss attributable to redeemable non-controlling interest 447 2,258 Adjustment of NCI to redemption value — (1,599) Ending balance ($7,340) ($7,787) The below table outlines the change in Series B Preferred Stock during the years ended December 31, 2022 and 2021. Series B-1 Convertible Preferred Stock Series B-2 Convertible Preferred Stock Series B Convertible Preferred Stock (in thousands) Shares Amount Shares Amount Shares Amount Balance at December 31, 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 — — — — — 12,410 Balance at December 31, 2022 — — — — 145 161,796 |
Series B Convertible Preferre_2
Series B Convertible Preferred Stock and Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Change in Series B preferred stock | The following table summarizes the changes to the Company's Redeemable NCI. Year Ended December 31, (in thousands) 2022 2021 Beginning balance ($7,787) ($8,446) Net loss attributable to redeemable non-controlling interest 447 2,258 Adjustment of NCI to redemption value — (1,599) Ending balance ($7,340) ($7,787) The below table outlines the change in Series B Preferred Stock during the years ended December 31, 2022 and 2021. Series B-1 Convertible Preferred Stock Series B-2 Convertible Preferred Stock Series B Convertible Preferred Stock (in thousands) Shares Amount Shares Amount Shares Amount Balance at December 31, 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 — — — — — 12,410 Balance at December 31, 2022 — — — — 145 161,796 |
Schedule of accumulated other comprehensive loss | Accumulated Other Comprehensive Loss As of December 31, (in thousands) 2022 2021 Foreign currency translation adjustments ($45,231) ($46,247) Pension and other postretirement benefit plans (412) (117) Total ($45,643) ($46,364) |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of the components of stock-based compensation expense in the condensed consolidated statements of operations | The following table summarizes the components of stock-based compensation expense in the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020: Year Ended December 31, (in thousands) 2022 2021 2020 Cost of sales $65 $32 $95 Selling, general and administrative expenses 4,253 2,896 3,192 Research and development expenses 302 285 311 Total $4,620 $3,213 $3,598 |
Summary of the status of time-based stock options | A summary of the status of the Company’s Options for the years ended December 31, 2022 and 2021 were as follows: (in thousands) Number of Share Underlying Awards Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Outstanding at December 31, 2020 800 $6.47 6.67 Granted 1,098 1.52 9.48 Exercised — — 0.00 Forfeited or expired (398) 4.91 5.98 Outstanding at December 31, 2021 1,500 3.62 8.34 Exercisable at December 31, 2021 360 8.56 5.15 Vested and expected to vest at December 31, 2021 1,500 3.62 8.34 Outstanding at Outstanding at December 31, 2021 1,500 3.62 8.34 Granted 55 1.69 9.39 Exercised (339) 2.01 8.42 Forfeited or expired — — 0.00 Outstanding at December 31, 2022 1,216 3.98 7.13 Exercisable at December 31, 2022 429 7.64 4.63 Vested and expected to vest at December 31, 2022 1,216 $3.98 7.13 |
Schedule of fair value assumptions | 2022 Weighted average grant date fair value $2.00 Risk-free interest rate 0.9 % — 3.6% Expected life (years) 5.83 Estimated volatility factor 53.6 % — 78.1% Expected dividends None 2022 2021 Fair value of awards $0.02 $0.01 Risk-free interest rate 0.3% 0.3% Expected life (years) 1.3 1.8 Estimated volatility factor 54.5% 54.5% Expected dividends None None |
Summary of the time-based SARs | A summary of the Company’s SARs as of December 31, 2022 and 2021 were as follows: (in thousands) Number of Awards Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Outstanding at December 31, 2020 48 $12.00 4.69 Granted — — 0.00 Exercised — — 0.00 Forfeited or expired — — 0.00 Outstanding at December 31, 2021 48 12.00 3.69 Exercisable at December 31, 2021 48 12.00 3.69 Vested and expected to vest at December 31, 2021 48 12.00 3.69 Outstanding at December 31, 2021 48 12.00 3.69 Granted — — 0.00 Exercised — — 0.00 Forfeited or expired (7) 12.00 2.68 Outstanding at December 31, 2022 41 12.00 2.70 Exercisable at December 31, 2022 41 12.00 2.70 Vested and expected to vest at December 31, 2022 41 $12.00 2.70 |
Schedule of unvested performance shares | A summary of the Company’s RSUs and restricted stock as of December 31, 2022 and 2021 were as follows: (in thousands) Number of Shares Weighted-Average Grant Date Fair Value Non-vested Restricted Stock & RSUs at December 31, 2020 2,454 $2.12 Granted 2,143 2.07 Vested (525) 2.69 Forfeited or expired (1,045) 1.95 Non-vested Restricted Stock & RSUs at December 31, 2021 3,027 2.05 Non-vested Restricted Stock & RSUs at December 31, 2021 3,027 2.05 Granted 2,429 1.88 Vested (1,694) 1.92 Forfeited or expired (315) 2.62 Non-vested Restricted Stock and RSUs at December 31, 2022 3,447 $1.94 (in thousands) Number of Awards Weighted-Average Grant Date Fair Value Non-vested phantom stock awards at December 31, 2020 326 $2.26 Granted 68 2.03 Vested (87) 2.80 Forfeited or expired (41) 2.17 Non-vested phantom stock awards at December 31, 2021 266 $2.04 Non-vested phantom stock awards at December 31, 2021 266 $2.04 Granted 96 1.86 Vested (89) 2.10 Forfeited or expired (54) 2.53 Non-vested phantom stock awards at December 31, 2022 219 $1.82 |
Schedule of nonvested shares | A summary of the Company’s time-based restricted stock awarded to the board of directors for the years ended December 31, 2022 and 2021 were as follows: (thousands) Number of Shares Weighted-Average Grant Date Fair Value Non-vested time-based restricted stock at December 31, 2020 187 $2.48 Granted 275 1.96 Vested (157) 2.48 Forfeited or expired (30) 2.48 Non-vested time-based restricted stock at December 31, 2021 275 $1.96 Non-vested time-based restricted stock at December 31, 2021 275 $1.96 Granted 343 1.85 Vested (275) 1.96 Forfeited or expired — — Non-vested time-based restricted stock at December 31, 2022 343 $1.85 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Reconciliation of weighted average shares outstanding | The following is a reconciliation of the weighted-average common shares outstanding used for the computation of basic and diluted net loss per common share: Year Ended December 31, (thousands) 2022 2021 2020 Basic weighted-average common shares outstanding 52,192 51,410 50,770 Effect of dilutive options, performance stock units and restricted stock — — — Diluted weighted-average shares outstanding 52,192 51,410 50,770 |
Schedule of amounts that could potentially dilute basic EPS in the future | The following represents the weighted average number of shares that could potentially dilute basic earnings per share in the future: Year Ended December 31, (thousands) 2022 2021 Convertible preferred stock 33,048 23,153 Stock-based compensation awards (1) : Stock options 1,531 1,217 Restricted Stock Units 4,494 3,330 (1) SARs and Phantom Options are payable in cash so will therefore have no impact on number of shares. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of income (loss) before income taxes | Loss before income taxes consists of the following components: Year Ended December 31, (in thousands) 2022 2021 2020 Domestic ($33,229) $1,270 ($26,460) Foreign (1,188) (4,774) 4,870 Total ($34,417) ($3,504) ($21,590) |
Schedule of significant components of income taxes | Significant components of income taxes are as follows: Year Ended December 31, (in thousands) 2022 2021 2020 Currently payable: Federal $1,603 $1,090 $377 State and local 142 26 4 Foreign 6,962 2,989 1,744 Total currently payable 8,707 4,105 2,125 Deferred: Federal (5,793) (1,629) 27,705 State and local (289) (195) 305 Foreign (3,238) 297 1,241 Total deferred (9,320) (1,527) 29,251 Provision (benefit) for income taxes ($613) $2,578 $31,376 |
Schedule of reconciliation of income tax expense at the U.S. Federal statutory income tax rate to actual income tax provision | A reconciliation of income tax provision (benefit) at the U.S. Federal statutory income tax rate to actual income tax provision (benefit) is as follows: Year Ended December 31, (in thousands) 2022 2021 2020 Tax at statutory rate ($7,228) ($736) ($4,534) State income taxes, net of federal tax benefit (86) (128) 364 Effect of foreign items 1,099 88 1,502 Valuation allowance and unbenefited losses (870) 4,280 33,478 Deferred tax rate changes (23) (755) 71 Transaction costs 1,004 (1,070) (131) Tax incentives (250) (226) (311) Disallowed foreign expenses and exchange losses 2,256 228 1,746 Sub Part F / Global intangible low taxed income 372 — — Unrecognized tax benefits 814 79 (817) Goodwill impairment — 1,340 — Withholding taxes 1,200 — — Other 1,099 (522) 8 Provision (benefit) for income taxes ($613) $2,578 $31,376 |
Schedule of significant components of the Company's deferred tax assets and liabilities | Significant components of the Company’s deferred tax assets and liabilities at December 31, 2022 and December 31, 2021 are as follows: December 31, (in thousands) 2022 2021 Deferred tax assets: Pension and other retiree obligations $170 $265 Other accruals and reserves 12,132 6,132 Loss and credit carryforwards 43,242 43,737 Interest expense deduction limitation carryforward 13,501 8,975 Investments 2,044 2,075 Right-of-use asset 1,709 1,574 Other 687 3,527 Valuation allowance (57,416) (61,677) Deferred tax assets 16,069 4,608 Deferred tax liabilities: Inventory (1,238) (432) Intangible assets other than goodwill (24,461) (24,508) Property, plant and equipment (679) (376) Unrealized foreign currency gains (6,131) (5,236) Lease liability (1,593) (1,497) Deferred tax liabilities (34,102) (32,049) Net deferred tax (liabilities) assets ($18,033) ($27,441) |
Summary of unrecognized tax benefits | Uncertain Tax Positions Year ended December 31, (in thousands) 2022 2021 2020 Beginning Balance $883 $859 $2,670 Additions of tax positions of the current year 1,797 — — Additions to tax positions of the prior years 516 166 209 Reductions of tax positions of the prior years — (52) (1,236) Reductions related to prior tax positions due to foreign currency (62) (90) (633) Expiration of statutes of limitations (735) — (151) Ending Balance $2,399 $883 $859 |
Segment and Geographical Info_2
Segment and Geographical Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of net sales by geographic region based on the location of the customer | Net sales by geographic region, based on the location of the customer, were as follows: Year Ended December 31, (in thousands) 2022 2021 2020 Net sales: North America (1) $30,629 $32,635 $33,759 Latin America (2) 36,064 33,610 28,731 EMEA (3) 76,893 82,329 79,413 Asia Pacific (4) 18,351 17,415 15,740 Total Net sales $161,937 $165,989 $157,643 (1) North America includes the United States and Canada. (2) Latin America includes Argentina, Brazil, Chile, Columbia, Costa Rica, Dominican Republic, Ecuador, Guatemala, Mexico, Peru and Uruguay. (3) EMEA includes Europe, the Middle East and Africa. (4) Asia Pacific includes Australia, China, India, Japan, New Zealand, South Korea, Taiwan, Thailand and the Philippines. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value 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 December 31, 2022: (in thousands) Level 1 Level 2 Level 3 Liability-classified stock compensation (1) $— $— $381 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 1 Level 2 Level 3 Liability-classified stock compensation (1) $— $— $241 (1) The fair value of the stock appreciation right was measured using a Black-Scholes pricing model during the years ended December 31, 2022 and December 31, 2021. The fair value of phantom shares is based on the fair value of the Company's common stock. The fair value of performance based phantom shares was measured using estimated performance payout factors. For the year ended December 31, 2021, certain phantom shares were measured using a Monte Carlo pricing model. |
Schedule of changes in financial instruments measured at Level 3 fair value on a recurring basis | The following tables present 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 at December 31, 2021 $241 Stock compensation activity 140 Balance at December 31, 2022 $381 |
Description of Business (Detail
Description of Business (Details) storageRoom in Thousands | 12 Months Ended |
Dec. 31, 2022 storageRoom country | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating countries | country | 50 |
Number of service locations (more than) | storageRoom | 25 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||
Amounts reclassified from unbilled revenue to accounts receivable | $ 19,535,000 | $ 18,306,000 | |
Amounts reclassified from deferred revenue to revenue | 4,989,000 | 4,962,000 | |
Impairment of goodwill | 0 | 6,380,000 | $ 0 |
Impairment of assets | 0 | ||
Subsidiaries | Argentina | |||
Subsidiary, Sale of Stock [Line Items] | |||
Net assets | (12,200,000) | $ (9,800,000) | |
Subsidiaries | Turkey | |||
Subsidiary, Sale of Stock [Line Items] | |||
Net assets | $ 12,100,000 | ||
Subsidiaries | Revenue from Contract with Customer Benchmark | Argentina | Geographic Concentration Risk | |||
Subsidiary, Sale of Stock [Line Items] | |||
Percentage of worldwide total | 3.40% | 3.20% | |
Subsidiaries | Revenue from Contract with Customer Benchmark | Turkey | Geographic Concentration Risk | |||
Subsidiary, Sale of Stock [Line Items] | |||
Percentage of worldwide total | 2.70% |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 161,937 | $ 165,989 | $ 157,643 |
1-MCP based | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 130,554 | 136,895 | |
Fungicides, disinfectants and coatings | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 27,129 | 26,207 | |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 4,254 | 2,887 | |
Products transferred at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 159,355 | 163,691 | |
Services transferred over time | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 2,582 | 2,298 | |
North America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 30,629 | 32,635 | 33,759 |
North America | 1-MCP based | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 28,532 | 29,966 | |
North America | Fungicides, disinfectants and coatings | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 1,799 | 2,084 | |
North America | Other | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 298 | 585 | |
North America | Products transferred at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 29,861 | 32,147 | |
North America | Services transferred over time | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 768 | 488 | |
EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 76,893 | 82,329 | 79,413 |
EMEA | 1-MCP based | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 56,796 | 63,874 | |
EMEA | Fungicides, disinfectants and coatings | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 17,948 | 17,403 | |
EMEA | Other | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 2,149 | 1,052 | |
EMEA | Products transferred at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 75,886 | 81,297 | |
EMEA | Services transferred over time | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 1,007 | 1,032 | |
Latin America | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 36,064 | 33,610 | 28,731 |
Latin America | 1-MCP based | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 27,039 | 25,860 | |
Latin America | Fungicides, disinfectants and coatings | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 7,289 | 6,720 | |
Latin America | Other | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 1,736 | 1,030 | |
Latin America | Products transferred at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 35,470 | 33,022 | |
Latin America | Services transferred over time | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 594 | 588 | |
Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 18,351 | 17,415 | $ 15,740 |
Asia Pacific | 1-MCP based | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 18,187 | 17,195 | |
Asia Pacific | Fungicides, disinfectants and coatings | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 93 | 0 | |
Asia Pacific | Other | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 71 | 220 | |
Asia Pacific | Products transferred at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | 18,138 | 17,225 | |
Asia Pacific | Services transferred over time | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 213 | $ 190 |
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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Contract assets: | ||
Balance at beginning of period | $ 795 | $ 1,484 |
Additions | 20,282 | 17,617 |
Deductions | (19,535) | (18,306) |
Balance at end of period | 1,542 | 795 |
Contract liabilities: | ||
Balance at beginning of period | 635 | 1,474 |
Additions | 5,574 | 4,123 |
Deductions | (4,989) | (4,962) |
Balance at end of period | $ 1,220 | $ 635 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Machinery & equipment | Minimum | |
Property and Equipment | |
Estimated useful lives | 1 year |
Machinery & equipment | Maximum | |
Property and Equipment | |
Estimated useful lives | 12 years |
Furniture | Minimum | |
Property and Equipment | |
Estimated useful lives | 1 year |
Furniture | Maximum | |
Property and Equipment | |
Estimated useful lives | 12 years |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | 12 Months Ended | |||
Nov. 21, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 13, 2020 | |
Related Party Transaction [Line Items] | ||||
Par value of common stock (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, par value (in dollars per share) | 0.0001 | 0.0001 | 0.0001 | |
Series B Convertible Stock | ||||
Related Party Transaction [Line Items] | ||||
Series B convertible preferred stock par value (in dollars per share) | 0.0001 | $ 0.0001 | $ 0.0001 | |
Series B Convertible Stock | Surviving Corporation | ||||
Related Party Transaction [Line Items] | ||||
Series B convertible preferred stock par value (in dollars per share) | 0.0001 | |||
Common Stock | Paine Schwartz | ||||
Related Party Transaction [Line Items] | ||||
Conversion price (in USD per share) | 3 | |||
Series A Preferred Stock | Paine Schwartz | ||||
Related Party Transaction [Line Items] | ||||
Conversion price (in USD per share) | $ 3 | |||
Other Affiliates | Investment Agreement | ||||
Related Party Transaction [Line Items] | ||||
Percent of board required for right to designate directors | 50% | |||
Percent ownership interest required to designate directors | 20% | |||
Director | Mutual services agreement | ||||
Related Party Transaction [Line Items] | ||||
Expenses paid per service agreement | $ 0 | $ 0 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw material | $ 3,963 | $ 2,726 |
Work-in-process | 4,266 | 3,746 |
Finished goods | 16,337 | 12,520 |
Supplies | 862 | 788 |
Total inventories | $ 25,428 | $ 19,780 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
VAT receivable | $ 12,780 | $ 10,220 |
Prepaid income tax asset | 4,533 | 6,256 |
Prepaid and other current assets | 3,227 | 3,402 |
Total other current assets | $ 20,540 | $ 19,878 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 27,066 | $ 24,832 | |
Less: accumulated depreciation | (15,368) | (12,846) | |
Total property and equipment, net | 11,698 | 11,986 | |
Depreciation | 3,000 | 2,800 | $ 3,200 |
Buildings, land, and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 7,353 | 6,967 | |
Buildings, land, and leasehold improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 7 years | ||
Buildings, land, and leasehold improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 20 years | ||
Machinery & equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 16,202 | 13,158 | |
Machinery & equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 1 year | ||
Machinery & equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 12 years | ||
Furniture | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 2,924 | 2,927 | |
Furniture | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 1 year | ||
Furniture | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 12 years | ||
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 587 | $ 1,780 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedules of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill | |||
Beginning balance of goodwill | $ 0 | $ 6,925 | |
Foreign currency translation | (545) | ||
Impairment of goodwill | 0 | (6,380) | $ 0 |
Ending balance of goodwill | 0 | 0 | $ 6,925 |
Intangible assets with finite lives: | |||
Gross carrying amount, finite-lived intangibles assets | 832,931 | 833,174 | |
Gross carrying amount, indefinite-lived intangibles assets | 25,400 | 25,400 | |
Gross carrying amount, intangible assets, total | 858,331 | 858,574 | |
Accumulated Amortization | (353,890) | (311,922) | |
Total | 479,041 | 521,252 | |
Net, indefinite-lived intangible assets | 25,400 | 25,400 | |
Total intangible assets, net | 504,441 | 546,652 | |
Trade name | |||
Intangible assets with finite lives: | |||
Gross carrying amount, indefinite-lived intangibles assets | 23,400 | 23,400 | |
Net, indefinite-lived intangible assets | 23,400 | 23,400 | |
Service provider network | |||
Intangible assets with finite lives: | |||
Gross carrying amount, indefinite-lived intangibles assets | 2,000 | 2,000 | |
Net, indefinite-lived intangible assets | 2,000 | 2,000 | |
Developed technology | |||
Intangible assets with finite lives: | |||
Gross carrying amount, finite-lived intangibles assets | 798,524 | 798,669 | |
Accumulated Amortization | (333,060) | (293,920) | |
Total | 465,464 | 504,749 | |
Customer relationships | |||
Intangible assets with finite lives: | |||
Gross carrying amount, finite-lived intangibles assets | 19,073 | 19,778 | |
Accumulated Amortization | (8,101) | (6,948) | |
Total | 10,972 | 12,830 | |
Software | |||
Intangible assets with finite lives: | |||
Gross carrying amount, finite-lived intangibles assets | 11,816 | 10,992 | |
Accumulated Amortization | (10,578) | (10,235) | |
Total | 1,238 | 757 | |
Trade name | |||
Intangible assets with finite lives: | |||
Gross carrying amount, finite-lived intangibles assets | 3,418 | 3,635 | |
Accumulated Amortization | (2,051) | (727) | |
Total | 1,367 | 2,908 | |
Other | |||
Intangible assets with finite lives: | |||
Gross carrying amount, finite-lived intangibles assets | 100 | 100 | |
Accumulated Amortization | (100) | (92) | |
Total | $ 0 | $ 8 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 USD ($) segment | Sep. 30, 2021 segment | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) unit segment | Dec. 31, 2020 USD ($) | |
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Number of operating segments | segment | 1 | 2 | 1 | 1 | |
Number of reporting units | unit | 1 | ||||
Impairment of goodwill | $ 0 | $ 6,380 | $ 0 | ||
Gross carrying amount, finite-lived intangibles assets | $ 833,174 | 832,931 | 833,174 | ||
Amortization expense | 311,922 | 353,890 | 311,922 | ||
Amortization of intangibles | $ 42,648 | 42,985 | $ 43,731 | ||
Weighted average | |||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Useful life | 12 years 4 months 24 days | ||||
Trade name | |||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Gross carrying amount, finite-lived intangibles assets | 3,635 | $ 3,418 | 3,635 | ||
Useful life | 2 years 6 months | ||||
Amortization expense | 727 | $ 2,051 | 727 | ||
Trade name | Weighted average | |||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Useful life | 1 year | ||||
Developed technology | |||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Gross carrying amount, finite-lived intangibles assets | 798,669 | $ 798,524 | 798,669 | ||
Amortization expense | 293,920 | $ 333,060 | 293,920 | ||
Developed technology | Weighted average | |||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Useful life | 12 years 6 months | ||||
Customer relationships | |||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Gross carrying amount, finite-lived intangibles assets | 19,778 | $ 19,073 | 19,778 | ||
Amortization expense | 6,948 | $ 8,101 | 6,948 | ||
Customer relationships | Weighted average | |||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Useful life | 10 years 9 months 18 days | ||||
Software | |||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Gross carrying amount, finite-lived intangibles assets | 10,992 | $ 11,816 | 10,992 | ||
Amortization expense | 10,235 | $ 10,578 | 10,235 | ||
Software | Weighted average | |||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Useful life | 2 years 3 months 18 days | ||||
Other | |||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Gross carrying amount, finite-lived intangibles assets | 100 | $ 100 | 100 | ||
Amortization expense | $ 92 | $ 100 | $ 92 | ||
Other | Weighted average | |||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||||
Useful life | 0 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Annual Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Estimated annual amortization expense | ||
2023 | $ 42,625 | |
2024 | 41,091 | |
2025 | 40,810 | |
2026 | 40,389 | |
2027 | 38,578 | |
Thereafter | 275,548 | |
Total | $ 479,041 | $ 521,252 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Total other assets | Total other assets |
Right-of-use asset | $ 6,258 | $ 6,904 |
Long term sales-type lease receivable | 2,860 | 3,656 |
Other long term receivables | 2,288 | 1,916 |
Total other assets | 11,406 | $ 12,476 |
Write-off of other-long term receivable | $ 800 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued taxes | $ 10,931 | $ 8,267 |
Accrued compensation and benefits | 8,074 | 8,227 |
Accrued dividends payable | 3,398 | 0 |
Litigation reserve | 2,620 | 0 |
Bank overdraft | 1,559 | 1,612 |
Lease liability | 1,391 | 1,624 |
Deferred revenue | 1,220 | 635 |
Accrued rebates payable | 636 | 756 |
Severance | 328 | 1,259 |
Accrued interest | 76 | 72 |
Other | 7,366 | 4,542 |
Total accrued and other current liabilities | $ 37,599 | $ 26,994 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Total accrued and other current liabilities | Total accrued and other current liabilities |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 27, 2020 |
Debt Instrument [Line Items] | |||
Less: Amounts due within one year | $ 3,088 | $ 3,362 | |
Total long-term debt due after one year | 253,058 | 254,194 | |
Loans Payable | |||
Debt Instrument [Line Items] | |||
Loan outstanding | 836 | 1,489 | |
Secured Debt | |||
Debt Instrument [Line Items] | |||
Loan outstanding | 259,750 | 262,501 | $ 403,800 |
Unamortized deferred issuance costs | $ (4,440) | $ (6,434) |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||||
Jul. 27, 2020 USD ($) | Sep. 30, 2018 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 31, 2020 EUR (€) | May 31, 2020 EUR (€) | Mar. 23, 2020 EUR (€) | |
Line of Credit Facility [Line Items] | ||||||||
Interest rate | 10.63% | 7.25% | ||||||
Amortization of deferred financing cost | $ 2,124,000 | $ 2,285,000 | $ 2,875,000 | |||||
Long-term debt gross | 260,586,000 | |||||||
Realized loss | 0 | 0 | 74,000 | |||||
Interest rate swap | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Cash flow hedge, gain (loss) | $ 4,000,000 | |||||||
Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Commitment fee percentage | 0.50% | |||||||
Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Commitment fee percentage | 0.375% | |||||||
Eurodollar | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Margin of interest | 6.25% | |||||||
Eurodollar | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Margin of interest | 6.25% | |||||||
Eurodollar | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Margin of interest | 6% | |||||||
Base Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Margin of interest | 5.25% | |||||||
Revolving loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing available | $ 25,000,000 | |||||||
Debt issuance costs incurred | 500,000 | |||||||
Long-term debt gross | 0 | |||||||
Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Face amount | 275,000,000 | € 600,000 | € 300,000 | € 1,000,000 | ||||
Interest rate | 2.50% | 2.20% | 1.50% | |||||
Unamortized issuance costs | 1,900,000 | 9,100,000 | ||||||
Extinguishment of debt | 107,100,000 | |||||||
Loan balance | 403,800,000 | 259,750,000 | 262,501,000 | |||||
Modification of debt | 296,700,000 | |||||||
Write off of deferred debt issuance cost | 700,000 | |||||||
Debt issuance costs incurred | 7,500,000 | |||||||
Debt issuance costs, net | 4,440,000 | 6,434,000 | ||||||
Fair value of debt | 253,900,000 | |||||||
Term Loan | Restated Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt issuance costs incurred | 6,400,000 | |||||||
Term Loan | Amended Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Amortization of deferred financing cost | $ 2,000,000 | $ 2,200,000 | $ 800,000 | |||||
Term Loan | Existing Lenders | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Write off of deferred debt issuance cost | 4,400,000 | |||||||
Term Loan | New Lenders | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt issuance costs incurred | 1,100,000 | |||||||
Bridge Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing available | 5,000,000 | |||||||
Letter-Of-Credit Sub-Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing available | $ 10,000,000 |
Debt - Principal Repayments (De
Debt - Principal Repayments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Schedule of principal repayments under the Term Loan | |
2023 | $ 3,088 |
2024 | 257,232 |
2025 | 188 |
2026 | 78 |
Total | $ 260,586 |
Leases - Additional Information
Leases - Additional Information on Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Lease Cost | ||
Operating leases | $ 2,052 | $ 2,163 |
Short-term leases | 1,229 | 1,004 |
Total lease expense | 3,281 | 3,167 |
Other information on operating leases: | ||
Cash payments included in operating cash flows | 3,204 | 3,252 |
Right-of-use assets obtained in exchange for new lease | $ 2,889 | $ 2,309 |
Weighted average discount rate | 7.60% | 8.20% |
Weighted average remaining lease term in years | 5 years 8 months 12 days | 5 years 4 months 24 days |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 1,872 |
2024 | 1,601 |
2025 | 1,383 |
2026 | 1,224 |
2027 and thereafter | 2,960 |
Total undiscounted lease payments | 9,040 |
Less: present value adjustment | 1,812 |
Operating lease liability | $ 7,228 |
Other Noncurrent Liabilities (D
Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 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 | $ 5,837 | $ 4,790 |
Other | 816 | 1,466 |
Total other noncurrent liabilities | $ 6,653 | $ 6,256 |
Severance - Narrative (Details)
Severance - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Severance expense | $ 1.1 | $ 2.3 |
Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance liability | $ 0.3 |
Redeemable Non-Controlling In_3
Redeemable Non-Controlling Interest ("NCI") - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 01, 2017 |
Noncontrolling Interest [Line Items] | ||||
Redeemable non-controlling interest | $ 7,340 | $ 7,787 | $ 8,446 | |
Option Agreement | Tecnidex Fruit Protection, S.A.U. | ||||
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 | 75% |
Redeemable Non-Controlling In_4
Redeemable Non-Controlling Interest ("NCI") - Changes in Redeemable Non-controlling Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||
Beginning balance | $ (7,787) | $ (8,446) | |
Net loss attributable to redeemable non-controlling interest | 447 | 2,258 | |
Adjustment of NCI to redemption value | 0 | (1,599) | $ 0 |
Ending balance | $ (7,340) | $ (7,787) | $ (8,446) |
Series B Convertible Preferre_3
Series B Convertible Preferred Stock and Stockholders’ Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 5 Months Ended | 12 Months Ended | |||||
Jun. 13, 2020 USD ($) $ / shares | Jul. 31, 2015 director shares | Jul. 27, 2020 shares | Dec. 31, 2020 shares | Dec. 31, 2022 USD ($) vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Nov. 21, 2022 $ / shares | Sep. 25, 2020 shares | |
Stockholders' Equity | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Accrued dividends payable | $ | $ 3,398 | $ 0 | ||||||
Authorized common stock (in shares) | shares | 400,000,000 | 400,000,000 | ||||||
Par value of common stock (in dollars per share) | $ 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) | shares | 53,718,000 | 52,418,000 | ||||||
Rohm and Haas | ||||||||
Stockholders' Equity | ||||||||
Number of shares of Series A Preferred Stock issued as condition to consummation of business combination (in shares) | 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 | 10% | |||||||
Series B Convertible Stock | ||||||||
Stockholders' Equity | ||||||||
Accrued dividends payable | $ | $ 3,400 | |||||||
Preferred stock, convertible, conversion price (in dollars per share) | $ 5 | |||||||
Series B Convertible Stock | Maximum | ||||||||
Stockholders' Equity | ||||||||
Preferred stock issued (in shares) | shares | 34,700,000 | 32,200,000 | ||||||
Series B Convertible Stock | Paid In-Kind | ||||||||
Stockholders' Equity | ||||||||
Dividends | $ | $ 12,400 | $ 11,000 | ||||||
Series B Convertible Stock | Cash | ||||||||
Stockholders' Equity | ||||||||
Dividends | $ | $ 10,600 | $ 13,900 | ||||||
Private placement warrants | ||||||||
Stockholders' Equity | ||||||||
Dividend rate increase | 2% | |||||||
Private placement warrants | Dividends Within First Anniversary | ||||||||
Stockholders' Equity | ||||||||
Percentage payable in cash | 50% | |||||||
Percentage payable in kind | 50% | |||||||
Private placement warrants | Dividends After First Anniversary | ||||||||
Stockholders' Equity | ||||||||
Percentage payable in cash | 50% | |||||||
Percentage payable in kind | 37.50% | |||||||
Percentage payable in cash or kind | 12.50% | |||||||
Private placement warrants | Convertible preferred stock | ||||||||
Stockholders' Equity | ||||||||
Sale of stock, consideration received on transaction | $ | $ 150,000 | |||||||
Private placement warrants | Series B Convertible Stock | ||||||||
Stockholders' Equity | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |||||||
Convertible preferred stock, shares issued upon conversion (in shares) | shares | 150,000 | 150,000 | ||||||
Liquidation preference (in dollars per share) | $ 1,000 | |||||||
Cumulative dividend rate | 16% | |||||||
Private placement warrants | Series B-1 Convertible Preferred Stock | ||||||||
Stockholders' Equity | ||||||||
Preferred stock issued (in shares) | shares | 150,000 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |||||||
Liquidation preference (in dollars per share) | $ 1,000 | |||||||
Cumulative dividend rate | 16% | |||||||
Private placement warrants | Series B-2 Convertible Preferred Stock | ||||||||
Stockholders' Equity | ||||||||
Preferred stock issued (in shares) | shares | 150,000 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 |
Series B Convertible Preferre_4
Series B Convertible Preferred Stock and Stockholders’ Equity - Temporary Equity (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Beginning balance | $ 149,386 | |
Ending balance | $ 161,796 | $ 149,386 |
Series B Convertible Stock | ||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Beginning balance (in shares) | 145 | 150 |
Beginning balance | $ 149,386 | $ 143,728 |
Redemption of shares | $ (5,330) | |
Redemption of shares (in shares) | (5) | |
In kind dividend | $ 12,410 | $ 10,988 |
Ending balance (in shares) | 145 | 145 |
Ending balance | $ 161,796 | $ 149,386 |
Series B-1 Convertible Preferred Stock | ||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Beginning balance (in shares) | 0 | 0 |
Beginning balance | $ 0 | $ 0 |
Redemption of shares | 0 | |
In kind dividend | $ 0 | $ 0 |
Ending balance (in shares) | 0 | 0 |
Ending balance | $ 0 | $ 0 |
Series B-2 Convertible Preferred Stock | ||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | ||
Beginning balance (in shares) | 0 | 0 |
Beginning balance | $ 0 | $ 0 |
Redemption of shares | 0 | |
In kind dividend | $ 0 | $ 0 |
Ending balance (in shares) | 0 | 0 |
Ending balance | $ 0 | $ 0 |
Series B Convertible Preferre_5
Series B Convertible Preferred Stock and Stockholders’ Equity - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total | $ 174,030 | $ 230,399 | $ 272,393 | $ 333,686 |
Total | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total | (45,643) | (46,364) | $ (31,667) | $ (31,060) |
Foreign currency translation adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total | (45,231) | (46,247) | ||
Pension and other postretirement benefit plans | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total | $ (412) | $ (117) |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 4,620,000 | $ 3,213,000 | $ 3,598,000 | |||
Granted (in shares) | 55,000 | 1,098,000 | 0 | |||
Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | 3 years | ||||
Strike exercise price multiplier, percent | 200% | |||||
Unrecognized compensation costs for options | $ 700,000 | |||||
Period for compensation recognition | 1 year 6 months | |||||
Stock appreciation rights (SAR) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Strike exercise price multiplier, percent | 200% | |||||
Granted (in shares) | 0 | 0 | ||||
Unrecognized compensation cost for shares | $ 0 | |||||
Outstanding shares (in shares) | 41,000 | 48,000 | 48,000 | |||
Restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | 3 years | ||||
Period for compensation recognition | 1 year 9 months 18 days | |||||
Unrecognized compensation cost for shares | $ 4,100,000 | |||||
Phantom stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Period for compensation recognition | 1 year 4 months 24 days | |||||
Unrecognized compensation cost for shares | $ 300,000 | |||||
Restricted stock | Director | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | 1 year | ||||
Period for compensation recognition | 7 months 6 days | |||||
Unrecognized compensation cost for shares | $ 400,000 | |||||
2015 Incentive Compensation Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Authorized to grant (in shares) | 13,650,000 | |||||
Available for grant (in shares) | 5,037,128 | |||||
Stock-based compensation expense | $ 4,600,000 | $ 3,200,000 | $ 3,600,000 | |||
2019 Employee Stock Purchase Plan | Employee Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance (in shares) | 1,250,000 | |||||
Discount from market price, purchase date | 15% | |||||
Purchase period | 6 months | |||||
ESPP purchase price of common stock, percent of closing price | 85% | |||||
Issued under the ESPP (in shares) | 670,306 |
Stock-based Compensation - Comp
Stock-based Compensation - Components of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 4,620 | $ 3,213 | $ 3,598 |
Cost of sales | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 65 | 32 | 95 |
Selling, general and administrative expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 4,253 | 2,896 | 3,192 |
Research and development expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 302 | $ 285 | $ 311 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock Options and Stock Appreciation Rights (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Share Underlying Awards | |||
Outstanding, beginning of the period (in shares) | 1,500,000 | 800,000 | |
Granted (in shares) | 55,000 | 1,098,000 | 0 |
Exercised (in shares) | (339,000) | 0 | |
Forfeited or expired (in shares) | 0 | (398,000) | |
Outstanding, ending of the period (in shares) | 1,216,000 | 1,500,000 | 800,000 |
Exercisable, ending balance (in shares) | 429,000 | 360,000 | |
Vested and expected to vest, ending balance (in shares) | 1,216,000 | 1,500,000 | |
Weighted-Average Exercise Price | |||
Outstanding, beginning balance (in dollars per share) | $ 3.62 | $ 6.47 | |
Granted (in dollars per share) | 1.69 | 1.52 | |
Exercised (in dollars per share) | 2.01 | 0 | |
Forfeited or expired (in dollars per share) | 0 | 4.91 | |
Outstanding, ending balance (in dollars per share) | 3.98 | 3.62 | $ 6.47 |
Exercisable (in dollars per share) | 7.64 | 8.56 | |
Vested and expected to vest, ending balance (in dollars per share) | $ 3.98 | $ 3.62 | |
Weighted-Average Remaining Contractual Term (years) | |||
Outstanding | 7 years 1 month 17 days | 8 years 4 months 2 days | 6 years 8 months 1 day |
Granted | 9 years 4 months 20 days | 9 years 5 months 23 days | |
Exercised | 8 years 5 months 1 day | 0 years | |
Forfeited or expired | 0 years | 5 years 11 months 23 days | |
Exercisable, ending balance | 4 years 7 months 17 days | 5 years 1 month 24 days | |
Vested and expected to vest, ending balance | 7 years 1 month 17 days | 8 years 4 months 2 days | |
Weighted-Average Remaining Contractual Term (years) | |||
Exercised | 0 years | 0 years | |
Forfeited or expired | 2 years 8 months 4 days | 0 years | |
Stock appreciation rights (SAR) | |||
Number of Awards | |||
Outstanding, beginning of the period (in shares) | 48,000 | 48,000 | |
Granted (in shares) | 0 | 0 | |
Exercised (in shares) | 0 | 0 | |
Forfeited or expired (in shares) | (7,000) | 0 | |
Outstanding, end of the period (in shares) | 41,000 | 48,000 | 48,000 |
Exercisable end of the period (in shares) | 41,000 | 48,000 | |
Vested and expected to vest end of the period (in shares) | 41,000 | 48,000 | |
Weighted-Average Exercise Price | |||
Outstanding, beginning balance (in dollars per share) | $ 12 | $ 12 | |
Granted (in dollars per share) | 0 | 0 | |
Exercised (in dollars per shares) | 0 | 0 | |
Forfeited or expired (in dollars per share) | 12 | 0 | |
Outstanding, ending balance (in dollars per share) | 12 | 12 | $ 12 |
Exercisable, ending balance (in dollars per share) | 12 | 12 | |
Vested and expected to vest, ending balance (in dollars per share) | $ 12 | $ 12 | |
Weighted-Average Remaining Contractual Term (years) | |||
Outstanding | 2 years 8 months 12 days | 3 years 8 months 8 days | 4 years 8 months 8 days |
Granted | 0 years | 0 years | |
Exercisable | 2 years 8 months 12 days | 3 years 8 months 8 days | |
Vested and expected to vest | 2 years 8 months 12 days | 3 years 8 months 8 days |
Stock-based Compensation - Fair
Stock-based Compensation - Fair Value Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant date fair value (in dollars per share) | $ 2 | |
Expected life (years) | 5 years 9 months 29 days | |
Expected dividends | 0% | |
Stock options | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.90% | |
Estimated volatility factor | 53.60% | |
Stock options | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 3.60% | |
Estimated volatility factor | 78.10% | |
Stock appreciation rights (SAR) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of awards (in dollars per share) | $ 0.02 | $ 0.01 |
Expected dividends | 0% | 0% |
Stock appreciation rights (SAR) | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.30% | 0.30% |
Expected life (years) | 1 year 3 months 18 days | 1 year 9 months 18 days |
Estimated volatility factor | 54.50% | 54.50% |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of Restricted, Phantom, and Board of Director Awards (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted stock units | ||
Number of Awards | ||
Non-vested, beginning balance (in shares) | 3,027,000 | 2,454,000 |
Granted (in shares) | 2,429,000 | 2,143,000 |
Vested (in shares) | (1,694,000) | (525,000) |
Forfeited or expired (in shares) | (315,000) | (1,045,000) |
Non-vested, ending balance (in shares) | 3,447,000 | 3,027,000 |
Weighted-Average Grant Date Fair Value | ||
Non-vested, beginning balance (in dollars per share) | $ 2.05 | $ 2.12 |
Granted (in dollars per share) | 1.88 | 2.07 |
Vested (in dollars per share) | 1.92 | 2.69 |
Forfeited or expired (in dollars per share) | 2.62 | 1.95 |
Non-vested, ending balance (in dollars per share) | $ 1.94 | $ 2.05 |
Phantom stock options | ||
Number of Awards | ||
Non-vested, beginning balance (in shares) | 266,000 | 326,000 |
Granted (in shares) | 96,000 | 68,000 |
Vested (in shares) | (89,000) | (87,000) |
Forfeited or expired (in shares) | (54,000) | (41,000) |
Non-vested, ending balance (in shares) | 219,000 | 266,000 |
Weighted-Average Grant Date Fair Value | ||
Non-vested, beginning balance (in dollars per share) | $ 2.04 | $ 2.26 |
Granted (in dollars per share) | 1.86 | 2.03 |
Vested (in dollars per share) | 2.10 | 2.80 |
Forfeited or expired (in dollars per share) | 2.53 | 2.17 |
Non-vested, ending balance (in dollars per share) | $ 1.82 | $ 2.04 |
Director | Restricted stock | ||
Number of Awards | ||
Non-vested, beginning balance (in shares) | 275,000 | 187,000 |
Granted (in shares) | 343,000 | 275,000 |
Vested (in shares) | (275,000) | (157,000) |
Forfeited or expired (in shares) | 0 | (30,000) |
Non-vested, ending balance (in shares) | 343,000 | 275,000 |
Weighted-Average Grant Date Fair Value | ||
Non-vested, beginning balance (in dollars per share) | $ 1.96 | $ 2.48 |
Granted (in dollars per share) | 1.85 | 1.96 |
Vested (in dollars per share) | 1.96 | 2.48 |
Forfeited or expired (in dollars per share) | 0 | 2.48 |
Non-vested, ending balance (in dollars per share) | $ 1.85 | $ 1.96 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Weighted Average Common Shares Outstanding (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] | |||
Basic weighted-average common shares outstanding (in shares) | 52,192 | 51,410 | 50,770 |
Effect of dilutive options, performance stock units and restricted stock (in shares) | 0 | 0 | 0 |
Dilute weighted-average shares outstanding (in shares) | 52,192 | 51,410 | 50,770 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Potentially Diluted Basic EPS (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Convertible preferred stock | ||
Earnings Per Share [Line Items] | ||
Amounts that could potentially dilute basic EPS in the future (in shares) | 33,048 | 23,153 |
Stock options | ||
Earnings Per Share [Line Items] | ||
Amounts that could potentially dilute basic EPS in the future (in shares) | 1,531 | 1,217 |
Restricted Stock Units | ||
Earnings Per Share [Line Items] | ||
Amounts that could potentially dilute basic EPS in the future (in shares) | 4,494 | 3,330 |
Income Taxes - Components of In
Income Taxes - Components of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Components of Income (loss) before income taxes | |||
Domestic | $ (33,229) | $ 1,270 | $ (26,460) |
Foreign | (1,188) | (4,774) | 4,870 |
Loss before income taxes | (34,417) | (3,504) | (21,590) |
Currently payable: | |||
Federal | 1,603 | 1,090 | 377 |
State and local | 142 | 26 | 4 |
Foreign | 6,962 | 2,989 | 1,744 |
Total currently payable | 8,707 | 4,105 | 2,125 |
Deferred: | |||
Federal | (5,793) | (1,629) | 27,705 |
State and local | (289) | (195) | 305 |
Foreign | (3,238) | 297 | 1,241 |
Total deferred | (9,320) | (1,527) | 29,251 |
Provision (benefit) for income taxes | (613) | 2,578 | 31,376 |
Reconciliation of income tax expense to the U.S. Federal statutory income tax rate to actual tax provision | |||
Tax at statutory rate | (7,228) | (736) | (4,534) |
State income taxes, net of federal tax benefit | (86) | (128) | 364 |
Effect of foreign items | 1,099 | 88 | 1,502 |
Valuation allowance and unbenefited losses | (870) | 4,280 | 33,478 |
Deferred tax rate changes | (23) | (755) | 71 |
Transaction costs | 1,004 | (1,070) | (131) |
Tax incentives | (250) | (226) | (311) |
Disallowed foreign expenses and exchange losses | 2,256 | 228 | 1,746 |
Sub Part F / Global intangible low taxed income | 372 | 0 | 0 |
Effective Income Tax Rate Reconciliation, Tax Contingency, Amount | 814 | 79 | (817) |
Goodwill impairment | 0 | 1,340 | 0 |
Withholding taxes | 1,200 | 0 | 0 |
Other | 1,099 | (522) | 8 |
Provision (benefit) for income taxes | $ (613) | $ 2,578 | $ 31,376 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||||
Increase (decrease) in valuation allowance | $ (870) | $ 4,280 | $ 33,478 | |
Effective income tax rate reconciliation, elimination of intercompany profit in inventory | 200 | (2,500) | ||
Foreign jurisdictions operating loss carryforwards | 15,000 | |||
U.S. Federal operating loss carryforwards | 169,300 | |||
State and local operating loss carryforwards | 24,700 | |||
Operating loss carryforwards expiring In years 2024 through 2030 | 2,300 | |||
Operating loss carryforwards expiring in years 2031 through 2040 | 9,600 | |||
Operating loss carryforwards with indefinite expiration | 28,700 | |||
Unrecognized tax benefits | 2,399 | 883 | 859 | $ 2,670 |
Unrecognized tax benefits that would impact effective tax rate | 2,400 | 900 | ||
Decrease in unrecognized tax benefits | 0 | 0 | ||
Loss and credit carryforwards | 43,242 | 43,737 | ||
Income tax penalties and interest expense | 400 | |||
Income tax penalties and interest accrued | 400 | 900 | ||
Cumulative Effect, Period of Adoption, Adjustment | ||||
Operating Loss Carryforwards [Line Items] | ||||
Loss and credit carryforwards | 400 | 200 | ||
U.S. tax authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Increase (decrease) in valuation allowance | (300) | $ (200) | (2,800) | |
Effective income tax rate reconciliation, elimination of intercompany profit in inventory | 36,300 | |||
Foreign tax authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Increase (decrease) in valuation allowance | (600) | |||
Research tax credit carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credits for research and development expenditures | $ 2,600 | |||
Japan, Netherlands, and Turkey | ||||
Operating Loss Carryforwards [Line Items] | ||||
Increase (decrease) in valuation allowance | $ (300) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Pension and other retiree obligations | $ 170 | $ 265 |
Other accruals and reserves | 12,132 | 6,132 |
Loss and credit carryforwards | 43,242 | 43,737 |
Interest expense deduction limitation carryforward | 13,501 | 8,975 |
Investments | 2,044 | 2,075 |
Right-of-use asset | 1,709 | 1,574 |
Other | 687 | 3,527 |
Valuation allowance | (57,416) | (61,677) |
Deferred tax assets | 16,069 | 4,608 |
Deferred tax liabilities: | ||
Inventory | (1,238) | (432) |
Intangible assets other than goodwill | (24,461) | (24,508) |
Property, plant and equipment | (679) | (376) |
Unrealized foreign currency gains | (6,131) | (5,236) |
Lease liability | (1,593) | (1,497) |
Deferred tax liabilities | (34,102) | (32,049) |
Net deferred tax (liabilities) assets | $ (18,033) | $ (27,441) |
Income Taxes Income Taxes - Sum
Income Taxes Income Taxes - Summary of Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning Balance | $ 883 | $ 859 | $ 2,670 |
Additions of tax positions of the current year | 1,797 | 0 | 0 |
Additions to tax positions of the prior years | 516 | 166 | 209 |
Reductions of tax positions of the prior years | 0 | (52) | (1,236) |
Reductions related to prior tax positions due to foreign currency | (62) | (90) | (633) |
Expiration of statutes of limitations | (735) | 0 | (151) |
Ending Balance | $ 2,399 | $ 883 | $ 859 |
Segment and Geographical Info_3
Segment and Geographical Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 segment | Sep. 30, 2021 segment | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) segment | Dec. 31, 2020 USD ($) | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |||||
Number of operating segments | segment | 1 | 2 | 1 | 1 | |
Net sales | $ 161,937 | $ 165,989 | $ 157,643 | ||
North America | |||||
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |||||
Net sales | 30,629 | 32,635 | 33,759 | ||
Latin America | |||||
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |||||
Net sales | 36,064 | 33,610 | 28,731 | ||
EMEA | |||||
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |||||
Net sales | 76,893 | 82,329 | 79,413 | ||
Asia Pacific | |||||
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |||||
Net sales | $ 18,351 | $ 17,415 | $ 15,740 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Oct. 14, 2019 USD ($) | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) |
Loss Contingencies [Line Items] | |||
Litigation reserve | $ 2,620 | $ 0 | |
Letters from stockholders | segment | 3 | ||
Italian Pear Settlement | Pending Litigation | Selling, general and administrative expenses | |||
Loss Contingencies [Line Items] | |||
Litigation reserve | $ 2,600 | ||
Unfavorable Regulatory Action | |||
Loss Contingencies [Line Items] | |||
Damages awarded | $ 31,100 | ||
Reduction of damages awarded | $ 18,000 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair value of Liabilities Measured on a Recurring Basis (Details) - Contingent consideration - Stock appreciation rights - Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Level 1 | ||
Financial instruments measured at fair value on a recurring basis | ||
Fair value of the liability | $ 0 | $ 0 |
Level 2 | ||
Financial instruments measured at fair value on a recurring basis | ||
Fair value of the liability | 0 | 0 |
Level 3 | ||
Financial instruments measured at fair value on a recurring basis | ||
Fair value of the liability | $ 381 | $ 241 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - Term Loan $ in Millions | Dec. 31, 2022 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of debt | $ 253.9 |
Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of debt | $ 253.9 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Financial Instruments Measured at Level 3 (Details) - Contingent consideration - Stock appreciation rights $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Financial instruments measured at Level 3 fair value on a recurring basis rollforward | |
Balance, beginning period | $ 241 |
Stock compensation activity | 140 |
Balance, ending period | $ 381 |
Other (Expenses)_Income (Detail
Other (Expenses)/Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |||
Other (expense) income | $ (4,114) | $ 14,046 | $ 1,491 |