FORWARD-LOOKING STATEMENTS/RISK FACTORS:



The Company, from time-to-time, may discuss forward-looking statements including
assumptions concerning the Company's operations, future results, and prospects.
These forward-looking statements are based on current expectations and are
subject to a number of risks, uncertainties and other factors. In connection
with the Private Securities Litigation Reform Act of 1995, the Company provides
the following cautionary statements identifying important factors which, among
other things, could cause the actual results and events to differ materially
from those set forth in or implied by the forward-looking statements and related
assumptions contained in the entire Report. Such factors include, but are not
limited to: product demand and market acceptance risks; the effect of economic
conditions; weather conditions; changes in regulatory policy; the impact of
competitive products and pricing; changes in foreign exchange rates; product
development and commercialization difficulties; capacity and supply constraints
or difficulties; availability of capital resources; general business
regulations, including taxes and other risks as detailed from time-to-time in
the Company's reports and filings filed with the U.S. Securities and Exchange
Commission (the "SEC"). It is not possible to foresee or identify all such
factors. For more detailed information, refer to Item 1A., Risk factors and
Item 7A., Quantitative and Qualitative Disclosures about Market Risk, in the
Company's Annual Report on Form 10-K for the year ended December 31, 2020.

MANAGEMENT OVERVIEW

The Company's Operations in the Context of the COVID-19 Pandemic



Since the start of the coronavirus pandemic early in 2020, the company has made
sustained efforts to maintain the health and safety of the workforce while
ensuring continuity of the business, which, under applicable federal guidelines
(https://ww.cisa.gov) is part of the nation's critical infrastructure (as part
of the "Food and Agriculture," "Chemical" and "Public Works and Infrastructure
Support Services" sectors). In the workplace, we have designed and implemented
protocols for social distancing, made provisions for the workforce to work
remotely where possible, and established quarantine policies for those who
present COVID-like symptoms or may have been in contact with those who have.
Further, we keep current with local, state, federal and international laws and
restrictions that could affect the business and provide real-time information to
the workforce. We have also prepared contingency plans to permit the continued
operation of our factories, in the event that there are critical staffing
issues. Further, we continuously monitor supply chain, transportation, logistics
and border closures and have reached out to third parties to make clear that we
are continuing to operate, that we have our own policies relating to health and
that we are committed to compliance with COVID-19 policies of our business
partners.

As has been the case with many other employers, since the start of 2021, we have
encouraged our workforce to receive vaccinations against COVID-19 through
various means, including incentive programs. However, new variants, particularly
the Delta variant, have engendered a resurgence of the virus in many regions
particularly among the unvaccinated. In-the-midst of changing conditions, we
have nevertheless been able to manage our business with minimal impact during
the reporting period.

Looking forward, the Company is unable to predict the ultimate impact that the
pandemic may have on its future financial condition, results of operations and
cash flows due to numerous uncertainties. The extent to which the COVID-19
pandemic impacts the Company's operations and those of its customers in the near
term will depend on future developments, which are highly uncertain and, beyond
extrapolating our experience since the start of the pandemic, cannot be
predicted with certainty. The Company continues to monitor its business for
adverse impacts of the pandemic, including volatility in the foreign exchange
markets, demand, supply-chain disruptions in certain markets, and increased
costs of employee safety, among others.

Three Months Ended September 30, 2021 and 2020:

Overview of the Company's Performance



The third quarter of 2021 provided further evidence of a sustained,
post-pandemic recovery within the agricultural industry. Led by soybeans and
corn, commodity prices rose sharply, thereby strengthening the domestic farm
economy and spurring additional procurement and investment activity by growers.
By contrast, the third quarter of 2020 was marked by an industry-wide malaise
brought on by the pandemic. Following comparatively strong first and second
quarters of 2021, the Company has continued that trend into the third quarter of
2021, during which net sales increased by 25 % ($147,298, as compared to
$117,439 in third quarter of 2020) and net income increased by 88% ($5,498, as
compared to $2,927 in the comparable period of 2020).



                                       22

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On a consolidated basis, domestic sales rose 33% and international sales
increased 16%, resulting in an overall net sales improvement of 25%. Cost of
sales increased by 22%, which was less than the relative increase in net sales
for the period. Cost of sales were 61% of net sales during the period as
compared to 63% in the comparable period of 2020. These factors, taken together,
yielded a 32% increase in gross profit (to $57,064 from $43,265 in the
comparable quarter of 2020). Included in this improvement, we experienced
stronger factory performance during the period, driven by increased synthesis
and formulation activity in our Axis facility. Average gross margin percent for
the third quarter of 2021 improved to 39% from 37% during the same period in
2020.

Operating expenses on an absolute basis increased by about 24%, as compared to
the comparable quarter (to $48,410 from $39,039); and remained flat as a percent
of net sales at 33% for the 3-month period ended September 30, 2021, as compared
to the same period of 2020.

During the three months ended September 30, 2021, we finalized the purchase price allocation of the Agrinos business that was acquired out of bankruptcy and benefitted from the recognition of bargain purchase gain adjustment in the amount of $292 as a result. The Company acquired Agrinos at an advantageous purchase price, which was below the fair value of the net assets acquired.



Operating income for the period rose 112% (to $8,946 from $4,226), driven by
significantly higher sales, improved profit margin and greater factory
efficiency. During the quarter, interest expense decreased by 6%. However,
income taxes increased by $1,025, as a result of both higher pre-tax income and
a higher effective tax rate as a result of the mix of income in different
jurisdictions and fewer deductions for tax purposes in jurisdictions with higher
statutory tax rates. These factors yielded net income for the period of $5,498,
which was 88% higher than that of the same quarter in 2020. Details on our
financial performance are set forth below.

RESULTS OF OPERATIONS

Quarter Ended September 30, 2021 and 2020:





                         2021          2020         Change       % Change
Net sales:
U.S. crop              $  66,722     $  48,361     $ 18,361             38 %
U.S. non-crop             21,622        18,251        3,371             18 %
Total U.S.                88,344        66,612       21,732             33 %
International             58,954        50,827        8,127             16 %
Total net sales:       $ 147,298     $ 117,439     $ 29,859             25 %
Cost of sales:
U.S. crop              $  36,485     $  28,215     $  8,270             29 %
U.S. non-crop             12,740         9,493        3,247             34 %
Total U.S.                49,225        37,708       11,517             31 %
International             41,009        36,466        4,543             12 %
Total cost of sales:   $  90,234     $  74,174     $ 16,060             22 %
Gross profit:
U.S. crop              $  30,237     $  20,146     $ 10,091             50 %
U.S. non-crop              8,882         8,758          124              1 %
Total U.S.                39,119        28,904       10,215             35 %
International             17,945        14,361        3,584             25 %
Total gross profit     $  57,064     $  43,265     $ 13,799             32 %
Gross margin:
U.S. crop                     45 %          42 %
U.S. non-crop                 41 %          48 %
Total U.S.                    44 %          43 %
International                 30 %          28 %
Total gross margin            39 %          37 %








                                       23

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Net sales within our domestic crop business were 38% higher than those of the
third quarter 2020 ($66,722 as compared to $48,361). Strong crop commodity
prices, particularly corn and soybeans, fueled grower profitability and
increased demand for the purchase of yield-enhancing crop protection inputs. In
corn, our leading soil insecticide Aztec® and our Impact® post emergent
herbicide brands generated significant sales increases during the period.
Similarly, among other granular soil insecticides, sales of Thimet®, used in
peanuts and sugar cane, rose by 16%, as compared to the prior year, while sales
of our soybean products increased by approximately 64%, as compared to the same
period of 2020. With respect to cotton products, quarterly sales of our Bidrin®
insecticide increased sharply (driven by higher pest pressure from multiple
foliar insects in all areas of the Southeast region) as did those of our Folex®
harvest defoliant (driven by higher cotton prices, increased harvestable acreage
in Texas and an extended autumn harvest season that fueled demand for
defoliants). In general, most of our products sold into the U.S. crop sector
equaled or exceeded their sales performance of the third quarter of 2020.
Slightly offsetting these increases, sales of our soil fumigants declined due to
domestic logistics challenges that will likely push application of these
products into the fourth quarter of 2021 and the first quarter of 2022.



Cost of sales within the domestic crop business increased by 29%, as compared to
the prior year period, which was below the related increase in net sales of 38%.
During the period, the Company sold a greater volume of higher margin products
within the domestic crop business. Cost of sales was further aided by improved
factory performance. These factors translated into an increase of 50% in gross
profit.

Within our domestic non-crop business, net sales for the three months ended
September 30, 2021 increased by 18% (to $21,622 from $18,251), as compared to
the same period of the prior year. Leading this improvement, we recorded more
than a 17% year-over-year improvement in net sales from our OHP nursery and
ornamental business as demand for residential landscaping and decorative plants
remained strong across the U.S. Our foliar insecticides (Orthene and bifenthrin)
used on turf, tree and ornamentals performed very strongly, as did our niche
pharmaceutical business. Partially offsetting these gains, sales of our Dibrom®
mosquito adulticide declined relative to the prior year's third quarter, despite
a strong season of tropical storms/hurricanes this year. This year-over-year
purchasing pattern was influenced by heavy customer procurement during the third
quarter of 2020 in response to 2021 storm season forecasts.

Cost of sales within the domestic non-crop business grew by 34%, as compared to
the prior quarter. This increase exceeded the 18% increase in net sales during
the period. The timing of high margin royalties from Envance technology during
the period, coupled with reduced sales in the Dibrom adulticide contributed to
the relative increase in cost of sales. Gross profit for domestic non-crop
remained approximately flat.

Net sales of our international businesses rose by about 16% during the period
(to $58,954 in 2021 from $50,827 in 2020). Newly acquired businesses contributed
significantly to this result. With more favorable weather conditions and the
acquisition of AgNova, we tripled sales in our Australian business. The addition
of the Agrinos biological products business also contributed incrementally with
sales in China, India and Ukraine. The International business posted improved
sales of granular soil insecticides, bromacil herbicides, Folex cotton defoliant
and soil fumigants for use in high value vegetable crops in a number of
countries. Net sales in Brazil increased approximately 11% over the prior year
period with the recovery of the agricultural sector and increasing demand for
our nematicide Counter. Partially offsetting these gains, our businesses in
Central America reported a 12% sales decline, driven largely by supply chain and
regional logistical difficulties.

The cost of sales in our international business was up 12% on sales that increased 18%, and gross profit rose by 25%.



On a consolidated basis, gross profit for the third quarter of 2021 increased by
32% (to $57,064 from $43,265 in 2020). As mentioned above, with improved factory
activity, gross margins rose to 39% from 37% in the third quarter of 2021, as
compared to the same period of the prior year.



                                       24

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Operating expenses increased by $9,371 to $48,410 for the three months ended
September 30, 2021, as compared to the same period in 2020. The differences in
operating expenses by department are as follows:



                                                 2021         2020        Change       % Change
Selling                                        $ 12,462     $ 10,824     $  1,638             15 %
General and administrative                       15,727       10,629        5,098             48 %

Research, product development and regulatory 7,674 6,639 1,035

             16 %
Freight, delivery and warehousing                12,547       10,947        1,600             15 %
                                               $ 48,410     $ 39,039     $  9,371             24 %



• Selling expenses increased by $1,638 to end at $12,462 for the three months

ended September 30, 2021, as compared to the same period of 2020. The main

drivers were the costs associated with the activities from the businesses

acquired in the last quarter of 2020, increased marketing costs, increased

labor costs related to inflation and some key staff additions and, finally,

increases in travel costs as our global markets are getting back to business


   as usual.



• General and administrative expenses increased by $5,098 to end at $15,727 for

the three months ended September 30, 2021, as compared to the same period of

2020. The main drivers were the costs in the amount of $700 associated with

the addition of the entities acquired in the final quarter of 2020, the

increase in short-term and long-term incentive compensation of $1,644,

reflecting improved financial performance, additional legal expenses of $658

largely arising from the Department of Justice investigation, and adverse

foreign exchange adjustments primarily associated with the activities of our

businesses in Central and South America which were impacted by the

strengthening of the US Dollar. Finally, we recorded income of $493 related to

the adjustment to the fair value of contingent consideration associated with


   an acquisition made in the final quarter of 2020.




•  Research, product development costs and regulatory expenses increased by

$1,035 to $7,674 for the three months ended September 30, 2021, as compared to

the same period of 2020. The main drivers were increased spending on our

Product Development activities, including the commercialization of our SIMPAS

delivery systems. In addition, we incurred expenses associated with newly


   acquired entities and increased registration costs for our expanded
   international businesses.



• Freight, delivery and warehousing costs for the three months ended September

30, 2021 were $12,547 or 8.5% of sales as compared to $10,947 or 9.3% of sales

for the same period in 2020. This change included some significant increases

in freight changes, partially offset by the mix of product shipped and

associated delivery charges.




On April 1, 2020, the Company made a strategic investment in Clean Seed Inc. in
the amount of $1,190. During the three months ended September 30, 2021, the
Company recorded a decrease in fair value in the amount of $269 as compared to
recording an increase in fair value of $257 during the same three months of the
prior year. These changes in fair value of our investment directly reflect
changes in the stock's quoted market price. Further, the Company recorded an
impairment on its equity investment in Biological Products for Agriculture
("Bi-PA") in the amount of $399 during the three months ended September 30,
2021. There was no such impairment recorded during the same period of the prior
year.

Interest costs net of capitalized interest were $962 in the three months ended
September 30, 2021, as compared to $1,022 in the same period of 2020. Interest
costs are summarized in the following table:

Average Indebtedness and Interest expense





                                         Three months ended September 30, 2021                  Three months ended September 30, 2020
                                       Average             Interest         Interest          Average             Interest         Interest
                                        Debt               Expense            Rate             Debt               Expense            Rate
Revolving line of credit
(average)                          $       147,171       $        889             2.4 %   $       162,734       $      1,007             2.5 %
Amortization of deferred loan
fees                                             -                 70               -                   -                 80               -
Amortization of other deferred
liabilities                                      -                  2               -                   -                  2               -
Other interest expense                           -                 52               -                   -                  7               -
Subtotal                                   147,171              1,013             2.8 %           162,734              1,096             2.7 %
Capitalized interest                             -                (51 )             -                   -                (74 )             -
Total                              $       147,171       $        962             2.6 %   $       162,734       $      1,022             2.5 %






                                       25

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The Company's average overall debt for the three months ended September 30,
2021, was $147,171, as compared to $162,734 for the three months ended September
30, 2020. Our borrowings in the three months ended September 30, 2021 were lower
mainly due to cash generated over the last 12 months, used to pay down debt,
partially offset by the acquisition activity over the same period and the
associated investment in expanded working capital. As can be seen from the table
above, our effective bank interest rate on our revolving line of credit was 2.6%
for the three months ended September 30, 2021, as compared to 2.5% in 2020.

Income tax expense increased by $1,025 to $1,517 for the three months ended
September 30, 2021, as compared to $492 for the comparable period in 2020. The
effective tax rate for the three months ended September 30, 2021 and 2020, was
20.7% and 14.2%, respectively. The effective tax rate for all interim periods is
based on the projected income for the full year and is subject to ongoing review
and adjustment by management. The increase in effective tax rate is primarily
driven by the mix of our domestic and international income and higher benefit on
discrete items in 2020 due to a lower pre-tax income for the three months ended
September 30, 2020.

Our net income for the three months ended September 30, 2021 was $5,498 or $0.18 per basic and diluted share, as compared to $2,927 or $0.10 per basic and diluted share in the same quarter of 2020.

Nine Months Ended September 30, 2021 and 2020:

Overview of the Company's Performance



Within the global agricultural industry, the first nine months of 2021 were
characterized by greater confidence (having just emerged from the worst of the
pandemic) and stronger commodity pricing for row crops. Domestic markets within
our industry gained strength during the first and second quarters and continued
that trend into the third. Our international businesses, for the most part,
enjoyed similar market trends. In summary, the Company's overall operating
results for the first nine months of 2021 improved considerably over those of
the same period of 2020.

On a consolidated basis, with domestic sales up 31% and international sales up
by 17%, overall net sales increased by 25% (to $398,063 from $317,956). Cost of
sales were up 24%, an absolute basis and declined as a percent of net sales to
61% from 62% for the same period of the prior year. Included in cost of sales,
our overall factory performance was weaker, with under-recovery amounting to
2.5% of sales, as compared to 1.6% of sales in the first nine months of 2020.
These factors, taken together, yielded a 27% increase in gross profit (to
$154,334 from $121,952) and, as a percent of net sales, increased to 39% from
38%, as compared to the comparable period in 2020. Year to date in 2021,
operating expenses rose on an absolute basis by 22% and improved as a percentage
of sales to 33%, as compared to 34% for the same period of the prior year.

Operating income for the nine months ended September 30, 2021 rose 69% (to
$21,571 from $12,789) as a result of the Company's strong sales performance.
Interest expense declined by 23% as a result of cash generated (from increased
sales and early pay programs), which was used to pay down debt. Income tax
expense increased primarily as a result of stronger financial performance plus
an increase in effective tax rate (up to 27.7% from 20.0% in 2020). Overall, the
Company generated net income for the period of $13,713, as compared to $7,334
during the first nine months of 2020; this constitutes an 87% increase. Details
on our financial performance are set forth below.



                                       26

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RESULTS OF OPERATIONS

Nine months ended September 30, 2021 and 2020





                         2021          2020         Change        % Change
Net sales:
U.S. crop              $ 184,052     $ 148,630     $ 35,422             24 %
U.S. non-crop             60,563        37,881       22,682             60 %
Total U.S.               244,615       186,511       58,104             31 %
International            153,448       131,445       22,003             17 %
Total net sales:       $ 398,063     $ 317,956     $ 80,107             25 %
Cost of sales:
U.S. crop              $ 105,739     $  80,511     $ 25,228             31 %
U.S. non-crop             32,516        19,346       13,170             68 %
Total U.S.               138,255        99,857       38,398             38 %
International            105,474        96,147        9,327             10 %
Total cost of sales:   $ 243,729     $ 196,004     $ 47,725             24 %
Gross profit:
U.S. crop              $  78,313     $  68,119     $ 10,194             15 %
U.S. non-crop             28,047        18,535        9,512             51 %
Total U.S.               106,360        86,654       19,706             23 %
International             47,974        35,298       12,676             36 %
Total gross profit     $ 154,334     $ 121,952     $ 32,382             27 %
Gross margin:
U.S. crop                     43 %          46 %
U.S. non-crop                 46 %          49 %
Total U.S.                    43 %          46 %
International                 31 %          27 %
Total gross margin            39 %          38 %










Our domestic crop business recorded net sales that were 24% above those of nine
months of 2020 (to $184,052 from $148,630). Strong crop commodity prices and
gradual economic recovery have facilitated steady procurement patterns in the
domestic agricultural distribution channel. In Midwest corn, we recorded higher
sales of our Impact post-emergent herbicide brands as customers invested to
protect their 2021 in-season corn from challenging weeds in order to maximize
yield. We also recorded increased sales of our industry leading soil insecticide
products, as persistent rootworm and nematode pressure along with concerns about
supply chain disruption drove demand for these products. Sales of our cotton
products increased significantly, due primarily to a healthy commodity price,
intensifying foliar pest pressure, and favorable (cool) autumn weather for our
Folex harvest defoliant. Soil fumigant sales remained relatively flat compared
to the prior year, as renewed potato and vegetable demand resulting from
economic reopening was partially offset by domestic logistical challenges
getting these liquid bulk products to end use applicators. Overall, we saw
increased sales in virtually every category, including soil insecticides, foliar
insecticides, specialty herbicides and growth regulators.

Cost of sales within the domestic crop business increased 31%, as compared to
the increase in net sales of 24%. This was driven by strong sales performance,
partially offset by reduced factory activity, as compared to the first nine
months of 2020. Gross profit rose by 15%.



                                       27

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Our domestic non-crop business recorded a 60% year-over-year increase in net
sales (to $60,563 from $37,881). In this category, sales of our Dibrom® mosquito
adulticide sales grew significantly, influenced by distribution channel
inventory restocking and a steady progression of tropical storm activity
throughout 2021. Demand for commercial pest control products improved
considerably from 2020 pandemic levels. Revenues for our Envance technologies
increased significantly when compared to the first nine months of last year, due
primarily to additional license fees and royalties during the first quarter of
2021. Our OHP nursery and ornamental business continued to grow sales, as demand
for homeowner garden and landscape products remained strong throughout the first
three quarters. Our GemChem pharmaceutical supply business also grew by
approximately 50%, benefitting from the rebounding economy.

Cost of sales within the domestic non-crop business increased by 68% on a 60% increase in net sales. Gross profit for domestic non-crop increased by 51%.



Net sales of our international businesses increased by nearly 17% during the
first nine months of 2021 (to $153,448 in 2021 from $131,445 in 2020). Strong
results in Mexico and Australia contributed significantly to this success.
Mexico sales have been driven by continuing demand for granular insecticides,
bromacil herbicides and soil fumigants for use on high value vegetable crops. In
Australia, the integration of recently acquired AgNova with our existing
business in that territory drove sales to more than three-times previous levels.
Sales performance was down slightly in Central America due to continued COVID-19
limitations on in-person sales and marketing efforts, and some unfavorable
weather in the region earlier this year. In Canada, we have experienced reduced
sales of Assure II due to intense price competition. In Brazil, net sales
increased during the first nine months, due to a rebound in the agricultural
sector following the height of the pandemic.

Cost of sales in our international business increased by 10% driven largely by
the 17% increase in net sales. Gross profit for the international businesses
increased by 36% during the period compared to the same period in the prior
year.

On a consolidated basis, gross profit for the first nine months of 2021
increased by 27% (to $154,334 from $121,952), as a result of improved sales
volumes detailed above. Included in this improvement, factory cost recovery
performance declined during the first nine months of 2021, as compared to the
same period of 2020. Nevertheless, gross margin performance, when expressed as a
percentage of sales, rose to 39% from 38%, for the comparable period in 2020.

Operating expenses increased by $23,771 to $132,934 for the nine months ended
September 30, 2021, as compared to the same period in 2020. The differences in
operating expenses by department are as follows:



                                                 2021          2020         Change       % Change
Selling                                        $  35,184     $  31,329     $  3,855             12 %
General and administrative                        46,859        33,649       13,210             39 %

Research, product development and regulatory 21,221 18,896

   2,325             12 %
Freight, delivery and warehousing                 29,670        25,289        4,381             17 %
                                               $ 132,934     $ 109,163     $ 23,771             22 %



• Selling expenses increased by $3,855 to end at $35,184 for the nine months

ended September 30, 2021, as compared to the same period of 2020. The main

drivers were the costs associated with the activities from the businesses

acquired in the last quarter of 2020, increased labor costs related to

inflation and some key staff additions and, increases in travel and

entertainment expenses. These increased expenses were somewhat offset by the

reduction in advertising and promotion costs.

• General and administrative expenses increased by $13,210 to end at $46,859 for

the nine months ended September 30, 2021, as compared to the same period of

2020. The main drivers were the costs in the amount of $2,557 associated with

the addition of the entities acquired in the final quarter of 2020, the

increase in short-term and long-term incentive compensation of $5,087,

additional legal expenses of $2,524 largely arising from the Department of

Justice investigation, increased bad debt expenses of $338 for our businesses

in Central America, and adverse foreign exchange costs associated with our

businesses in Central and South America. Finally, the Australian business we

acquired in the final quarter of 2020 has performed above expectations and as

a result we recorded an expense of $520 related to the increase to the fair


   value of the associated contingent consideration.




                                       28

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• Research, product development costs and regulatory expenses increased by

$2,325 to end at $21,221 for the nine months ended September 30, 2021, as

compared to the same period of 2020. The main drivers were increases in our

domestic product development activities including activities in support of our

SIMPAS delivery systems, the activities of our newly acquired businesses and

expanded registration expenses for our international businesses.

• Freight, delivery, and warehousing costs for the nine months ended September

30, 2021 were $29,670 or 7.5% of sales as compared to $25,289 or 8.0% of sales

for the same period in 2020. This change reflects increased overall sales

offset by a change in the mix of product shipped and associated delivery

charges, which are up over 500% in some instances during the period.




During the nine months ended September 30, 2021 and 2020, the Company recorded
an increase in the fair value of our equity investment in Clean Seed in the
amount of $502 and $281, respectively. These changes in fair value of our
investment directly reflect changes in the stock's quoted market price. Further,
the Company recorded an impairment on its equity investment in Bi-PA in the
amount of $399 during the three months ended September 30, 2021. There was no
such impairment recorded during the same period of the prior year.

During the nine months ended September 30, 2021, a Paycheck Protection Program
loan assumed on the acquisition of Agrinos in the fourth quarter of 2020 was
fully extinguished with the majority of the balance forgiven and recorded as
other income in the Company's Condensed Consolidated Statements of Operations in
the amount of $672.

Interest costs net of capitalized interest were $2,921 in the first nine months
of 2021, as compared to $3,804 in the same period of 2020. Interest costs are
summarized in the following table:

Average Indebtedness and Interest expense





                                         Nine months ended September 30, 2021                  Nine months ended September 30, 2020
                                       Average             Interest        Interest          Average             Interest        Interest
                                        Debt               Expense           Rate             Debt               Expense           Rate
Revolving line of credit
(average)                          $       144,405       $      2,733            2.5 %   $       171,203       $      3,751            2.9 %
Amortization of deferred loan
fees                                             -                230              -                   -                219              -
Amortization of other deferred
liabilities                                      -                 (6 )            -                   -                  8              -
Other interest (income) expense                  -                140              -                   -                 64              -
Subtotal                                   144,405              3,097            2.9 %           171,203              4,042            3.1 %
Capitalized interest                             -               (176 )            -                   -               (238 )            -
Total                              $       144,405       $      2,921            2.7 %   $       171,203       $      3,804            3.0 %




The Company's average overall debt for the nine months ended September 30, 2021
was $144,405, as compared to $171,203 for the nine months ended September 30,
2020. During the period, we continued to focus on our usage of revolving debt,
while funding working capital for the newly acquired products and businesses. As
can be seen from the table above, our effective bank interest rate on our
revolving line of credit was 2.7% for the nine months ended September 30, 2021,
as compared to 3.0% in 2020.



Income tax expense increased by $3,472 to end at $5,324 for the nine months
ended September 30, 2021, as compared to income tax expense of $1,852 for the
comparable period in 2020. The effective tax rate for the nine months ended
September 30, 2021 was 27.4% as compared to 20.0% for same period last year. For
the nine months ended September 30, 2021, the Company benefited from the tax
impact of the vesting of certain stock grants and discrete income tax benefit
resulting from return to provision adjustments from Hong Kong off-shore
activities income exclusion and non-taxable income as a result of reinstatement
of an indemnification asset from our international subsidiaries.

The effective tax rate for the nine months ended September 30, 2020, included
two discrete income tax benefits. First, the Company assessed its income tax
positions to account for the Coronavirus Aid Relief and Economic Security Act
("CARES Act") which was signed into law on March 27, 2020. A provision of the
act modified the amount of interest deduction allowed and therefore reduced the
Company's 2019 Global Intangible Low Tax Income ("GILTI") inclusion. Second, the
Company benefited from the tax impact of the vesting of certain stock grants
activities.

The effective tax rate for all interim periods is based on the projected income for the full year and is subject to ongoing review and adjustment by management.



Our net income for the nine months ended September 30, 2021 was $13,713 or $0.46
per basic and $0.45 per diluted share, as compared to $7,334 or $0.25 per basic
and diluted share in the same period of 2020.



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LIQUIDITY AND CAPITAL RESOURCES



The Company's operating activities used net cash of $174 during the nine months
ended September 30, 2021, as compared to providing net cash of $20,424 during
the same period of the prior year. Included in the $174 are net income of
$13,713, plus non-cash depreciation, amortization of intangibles and other
assets and discounted future liabilities, in the amount of $20,016, amortization
of deferred loan fees of $294 and provision for bad debts in the amount of
$1,202. Also included are stock-based compensation of $5,309, adjustment to
contingent consideration in the amount of $520, loss from equity method
investment of $388, decrease in deferred income taxes of $560, change in value
of equity investments of $103, loan principal and interest forgiveness of $672,
net foreign currency adjustments of $330 and adjustment to bargain purchase gain
on business acquisition of $171. These together provided net cash inflows of
$39,606, as compared to $26,996 for the same period of 2020.

During the nine months of 2021, the Company increased working capital by
$37,611, as compared to an increase of $4,950 during the same period of the
prior year. Included in this change: inventories increased by $4,352, as
compared to $16,941 for the same period of 2020. Deferred revenue decreased by
$38,272, as compared to $1,079 in the same period of 2020, driven by customer
decisions regarding demand, payment timing and our cash incentive programs. Our
accounts payable balances increased by $7,769, as compared to decreasing by
$1,759 in the same period of 2020. Accounts receivables increased by $42,979, as
compared to $5,089 in the same period of 2020. This is primarily driven by
increased consolidated sales particularly during the three months ended
September 30, 2021, which included the impact of the new businesses acquired in
the last year. Prepaid expenses increased by $2,194, as compared to $532 in the
same period of 2020. Income tax receivable decreased by $2,031, as compared to
$873 in the prior year. Accrued programs increased by $33,982, as compared to
$20,058 in the prior year. Finally, other payables and accrued expenses
increased by $4,025, as compared to decreasing by $2,117 in the prior year.

With regard to our program accrual, the increase (as noted above) primarily
reflects our mix of sales and customers in the first nine months of 2021, as
compared to the prior year. The Company accrues programs in line with the
growing season upon which specific products are targeted. Typically crop
products have a growing season that ends on September 30th of each year. During
the first nine months of 2021, the Company made accruals for programs in the
amount of $59,267 and payments in the amount of $25,353. During the first nine
months of the prior year, the Company made accruals in the amount of $42,254 and
made payments in the amount of $22,208.

Cash used for investing activities for the nine months ended September 30, 2021
and 2020 was $18,431 and $14,120, respectively. The Company spent $7,963 on
fixed assets acquisitions primarily focused on continuing to invest in
manufacturing infrastructure, made a product line acquisition of $10,000,
intangible assets of $285, and an investment of $183, during the first nine
months of 2021. During the same period of the prior year, the Company spent
$8,988 on fixed assets acquisitions, intangible assets of $3,942, and $1,190 in
an equity investment.

During the nine months ended September 30, 2021, financing activities provided
$19,974, as compared to using $3,082 in the same period of the prior year. This
is principally from the increased borrowings on the Company's senior credit
facility. In the first nine months of 2021, the Company paid dividends to
stockholders amounting to $1,789, as compared to $1,168 in the same period of
2020. In addition, the Company made payments on contingent consideration in the
amount of $250, as compared to $1,227 in the same period of 2020.

The Company has a revolving line of credit that is shown as long-term debt in
the Condensed Consolidated Balance Sheets at September 30, 2021 and December 31,
2020. These are summarized in the following table:



Long-term indebtedness ($000's)    September 30, 2021       December 31, 2020
Revolving line of credit          $            137,300     $           107,900
Deferred loan fees                                (972 )                  (458 )
Net long-term debt                $            136,328     $           107,442




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As of September 30, 2021, the Company was compliant with all covenants to its
credit agreement. Also, as of September 30, 2021, the Company's total Funded
Debt amounted to $137,300. At that date the Company's rolling four quarter
Consolidated EBITDA (as defined in the Credit Agreement) amounted to $66,364,
which results in a leverage ratio of 2.07, as compared to a maximum leverage
ratio permitted under the Credit Agreement of 3.5. As of September 30, 2021, the
Company had the capacity to increase its borrowings by up to $94,973, according
to the terms thereof. This compares to an available borrowing capacity of
$44,500 as of September 30, 2020. As of December 31, 2020, the Company had
borrowing capacity of $86,736. The level of borrowing capacity is driven by
three factors: (1) our financial performance, as measured in EBITDA for both the
trailing twelve month period and proforma basis arising from acquisitions,
(2) net borrowings, and (3) the leverage covenant (the TL Ratio).

We believe that anticipated cash flow from operations, existing cash balances
and available borrowings under our amended senior credit facility will be
sufficient to provide us with liquidity necessary to fund our working capital
and cash requirements for the next twelve months.

RECENTLY ISSUED ACCOUNTING GUIDANCE

Please refer to Note 15 in the accompanying Notes to the Condensed Consolidated Financial Statements for recently issued accounting standards.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES



The Company continually re-assesses the critical accounting policies used in
preparing its financial statements. In the Company's Form 10-K filed with the
SEC for the year ended December 31, 2020, the Company provided a comprehensive
statement of critical accounting policies. These policies have been reviewed in
detail as part of the preparation work for this Form 10-Q. After our review of
these matters, we have determined that, during the subject reporting period,
there has been no material change to the critical accounting policies that are
listed in the Company's Form 10-K for the year ended December 31, 2020.

Certain of the Company's policies require the application of judgment by
management in selecting the appropriate assumptions for calculating financial
estimates. These judgments are based on historical experience, terms of existing
contracts, commonly accepted industry practices and other assumptions that the
Company believes are reasonable under the circumstances. These estimates and
assumptions are reviewed periodically, and the effects of revisions are
reflected in the Condensed Consolidated Financial Statements in the period that
revisions are determined to be necessary. Actual results may differ from these
estimates under different outcomes or conditions.





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