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 Annual 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 3., Quantitative and
Qualitative Disclosures about Market Risk, and Part II, Item 1A., Risk Factors,
in this Quarterly Report on Form 10-Q.

MANAGEMENT OVERVIEW

Overview of the Company's Performance



During the third quarter of 2022, the agriculture industry continued to
demonstrate resiliency. Driven by geopolitical conditions, corn and soybean
commodity prices for row crops remained high. Further, supply chain conditions
continued to improve across many industries. Further, thus far, the industry has
been able to compensate for the effects of inflation through price increases.
The Company responded to these conditions by increasing prices, where possible,
and deployed its factory assets to continue meeting demand. Consequently, the
Company's overall operating results for the third quarter of 2022 improved
modestly in terms of net sales and more significantly in terms of profitability,
as compared with those of the same period of 2021. Led by increased sales within
our international business, consolidated net sales increased by 3% (to end at
$152,117 as compared to $147,298) and net income increased by 23% (to $6,741
from $5,498).

On a consolidated basis, domestic sales were flat, and international sales
increased 9%, resulting in an overall net sales improvement of 3%. By contrast,
cost of sales was virtually flat, quarter-over-quarter. This lower comparative
increase in cost of sales was a result of higher selling prices and a favorable
mix of higher-margin products in the third quarter of 2022, as compared to the
same period of the prior year. Cost of sales were 60% of sales in the third
quarter of 2022, as compared to 61% for the same period of 2021. These factors,
taken together, yielded a 8% increase in gross profit, while overall gross
margin percent improved to 40% from 39% quarter-over-quarter, as a result of
selling more higher margin products, increased prices, and better factory
performance.

Operating expenses remained flat at 33% of net sales, notwithstanding
significant inflationary pressure. Operating income for the period increased by
26% (to $11,244 from $8,946), driven by the overall sales increase, higher
selling prices and improved factory utilization. Interest expense was flat as
compared with the same period of 2021, while tax expense rose by 95% (from
$1,517 in the third quarter of 2021 to $2,963 in the same period of 2022) due to
an increase in taxable income and higher effective tax rate. These factors
yielded net income for the period of $6,741, a 23% increase over compared to
$5,498 in the third quarter of 2021. Details on our financial performance are
set forth below.

                                       22
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RESULTS OF OPERATIONS

Quarter Ended September 30, 2022 and 2021:




                         2022          2021         Change      % Change
Net sales:
U.S. crop              $  69,115     $  66,722     $  2,393             4 %
U.S. non-crop             18,936        21,622       (2,686 )         -12 %
Total U.S.                88,051        88,344         (293 )           0 %
International             64,066        58,954        5,112             9 %
Total net sales:       $ 152,117     $ 147,298     $  4,819             3 %
Cost of sales:
U.S. crop              $  34,613     $  36,485     $ (1,872 )          -5 %
U.S. non-crop             10,125        12,740       (2,615 )         -21 %
Total U.S.                44,738        49,225       (4,487 )          -9 %
International             45,995        41,009        4,986            12 %
Total cost of sales:   $  90,733     $  90,234     $    499             1 %
Gross profit:
U.S. crop              $  34,502     $  30,237     $  4,265            14 %
U.S. non-crop              8,811         8,882          (71 )          -1 %
Total U.S.                43,313        39,119        4,194            11 %
International             18,071        17,945          126             1 %
Total gross profit     $  61,384     $  57,064     $  4,320             8 %
Gross margin:
U.S. crop                     50 %          45 %
U.S. non-crop                 47 %          41 %
Total U.S.                    49 %          44 %
International                 28 %          30 %
Total gross margin            40 %          39 %



Our domestic crop business recorded net sales that were 4% higher than those of
the third quarter of 2021 ($69,115 as compared to $66,722). Year-over-year gains
were posted by Dacthal (a leading weed control solution for a variety of high
value vegetable crops including onions), Folex (which benefited from favorable
harvest weather conditions and the increase in 2022 cotton acres in the
Mississippi Delta region), and Bidrin (our cotton foliar insecticide which
benefitted from increased early-season pest pressure). These gains were
partially offset by lower sales of corn soil insecticide Aztec, due to a shift
in customer purchasing patterns, and temporarily delayed sales of Thimet for
sugarcane applications which were curtailed at the end of the quarter due to the
impact of Hurricane Ian on logistics in Florida. Further, while drought
conditions in our Western and Southwestern markets adversely impacted the
physical volume of our soil fumigants products, we achieved improved net sales
through appropriate price adjustments.

Cost of sales within the domestic crop business decreased by 5% (from $36,485 in
2021 to $34,613 in 2022) primarily as a result of selling more higher-margin
products, and improved factory performance. As a result of these factors and
increased pricing, domestic crop generated an 14% increase in gross profit (from
$30,237 in the third quarter of 2021 to $34,502 this year) on a 4% increase in
sales.

Our domestic non-crop business posted a decline in net sales in the third
quarter of 2022, as compared to the same period in the prior year (down 12% to
$18,936 from $21,622 in 2021). In the quarter, demand for our OHP nursery and
ornamental products declined, as consumer spending paused on concerns over a
possible economic recession. Conversely, we saw an uptick in demand for goods
that we supply to professional pest control applicators and landscapers.
Mosquito control product sales were below the prior year third quarter, but in
the aftermath of Hurricane Ian channel inventories of our Dibrom adulticide are
being depleted and is expected to be replenished in the next two quarters.

Cost of sales within the domestic non-crop business declined by 21% in the third
quarter of 2022, as compared to the same period in the prior year (from $12,740
in 2021 to $10,125 in 2022), primarily resulting from lower sales offset by
price increases and improved factory performance and associated overhead cost
recovery. Gross profit for domestic non-crop decreased by 1% (from $8,882 in
2021 to $8,811 in 2022).

                                       23
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Net sales of our international businesses rose by 9% during the period ($64,066
in 2022 vs. $58,954 in 2021) and constituted 42% of our consolidated quarterly
sales. These results were achieved despite the challenges posed by the strong US
Dollar and various production, supply, and transportation difficulties. The
business benefited from sales increases in soil fumigants, Mocap and Nemacur
soil insecticides and an especially strong performance in Brazil, where our
Counter nematicide sales are accelerating. Our Central American business
experienced increased demand in the pineapple, banana, and citrus markets, along
with continuing expansion of our Greenplants micronutrient solutions. In Mexico,
despite drought conditions, our business experienced good performance by
penetrating previously untapped regions of the country with at-plant fumigants
and herbicides on high-value crops. Despite sufficient rainfall and heavy demand
for molluscicides and other insecticide products for use on canola, winter wheat
and pulse, our Australian operations posted lower sales as a result of supply
constraints and transportation-related difficulties.

Cost of sales in our international business increased by 12% (from $41,009 in
2021 to $45,995 in 2022), on sales that increased by 9% and was impacted by cost
increases (including logistics and freight) of the third-party products that we
distribute. Gross profit for the international businesses increased by 1% (to
$18,071 in 2022 from $17,945 in 2021).

On a consolidated basis, gross profit for the third quarter of 2022 increased by
8% (from $57,064 in 2021 to $61,384 in 2022). Overall gross margin percentage
ended at 40% in the third quarter of 2022, as compared to 39% in the third
quarter of the prior year. The primary driver for this increase was higher
selling prices coupled with improved factory performance, partially offset by
inflation on raw materials and logistics and, for our international businesses,
higher purchases costs related to increases in the US Dollar.

Operating expenses increased by $1,730 to $50,140 for the three-month period
ended September 30, 2022, as compared to the same period in 2021. The changes in
operating expenses by department are as follows:

                                          2022          2021         Change       % Change
Selling                                 $  14,162     $  12,462     $  1,700              14 %
General and administrative                 15,570        15,727         (157 )            -1 %
Research, product development and
regulatory                                  8,513         7,674          839              11 %
Freight, delivery and warehousing          11,895        12,547         (652 )            -5 %
Subtotal                                $  50,140     $  48,410     $  1,730               4 %



•
Selling expenses increased by $1,700 to end at $14,162 for the three-month
period ended September 30, 2022, as compared with the same period of the prior
year. This included increased costs associated with travel expenses (as the
business resumed in-person interaction with customers), inflation related
increased wages, increased spending on advertising and promoting the Company's
products, and the cost of commissions associated with sales growth in Brazil.
These increased costs were somewhat offset by exchange movement in key
currencies.


General and administrative expenses decreased by $157 to end at $15,570 for the
three-month period ended September 30, 2022, as compared to the same period of
2021. The main drivers were the positive impacts on the foreign currency
exchange rates, offset by increased wages, travel expenses, legal and other
administrative costs in support of our growing business.


Research, product development costs and regulatory expenses increased by $839 to
end at $8,513 for the three-month period ended September 30, 2022, as compared
to the same period of 2021. The main drivers were increased international
regulatory and registration costs as we invest in our strongly growing business.


Freight, delivery and warehousing costs for the three-month period ended
September 30, 2022, were $11,895 or 7.8% of sales as compared to $12,547 or 8.5%
of sales for the same period in 2021. The decrease can mainly be attributed to
improved supply chain conditions and variations in delivery destinations.

On April 1, 2020, the Company made a strategic investment in Clean Seed Inc., in
the amount of $1,190. The Company recorded negative fair value adjustments in
the amount of $454 and $269 for the three months ended September 30, 2022 and
2021, respectively.

                                       24
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Interest costs net of capitalized interest were $1,086 in the three-month period ended September 30, 2022, as compared to $962 in the same period of 2021. Interest costs are summarized in the following table:

Average Indebtedness and Interest expense



                                        Three months ended September 30, 2022                  Three months ended September 30, 2021
                                      Average             Interest         Interest          Average             Interest         Interest
                                       Debt               Expense            Rate             Debt               Expense            Rate
Revolving line of credit
(average)                         $       125,441       $      1,104             3.5 %   $       147,171       $        889             2.4 %
Amortization of deferred loan
fees                                            -                 61               -                   -                 70               -
Amortization of other deferred
liabilities                                     -                 10               -                   -                  2               -
Other interest expense                          -                 (1 )             -                   -                 52               -
Subtotal                                  125,441              1,174             3.7 %           147,171              1,013             2.8 %
Capitalized interest                            -                (88 )             -                   -                (51 )             -
Total                             $       125,441       $      1,086             3.5 %   $       147,171       $        962             2.6 %




The Company's average overall debt for the three-month period ended September
30, 2022 was $125,441, as compared to $147,171 for the three-month period ended
September 30, 2021. Our borrowings in the three-month period ended September 30,
2022, 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 increases in working capital in support of business growth. As can be seen
from the table above, the effective bank interest rate on our revolving line of
credit was 3.5% and 2.4% at each of the three-month period ended September 30,
2022 and 2021, respectively.

Income tax expense increased by $1,446 to $2,963 for the three-month period
ended September 30, 2022, as compared to $1,517 for the comparable period in
2021. The effective tax rates for the three-month period ended September 30,
2022, and 2021, were 30.5% and 20.7%, 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 was primarily driven by the mix of our domestic and
international income.

Our net income for the three-month period ended September 30, 2022, was $6,741
or $0.23 per basic and diluted share, as compared to $5,498 or $0.18 per basic
and diluted share in the same quarter of 2021.

Nine Months Ended September 30, 2022 and 2021:

Overview of the Company's Performance



During the first nine months of 2022, the global agricultural industry
maintained the upcycle that began in 2021. Commodity prices remained high,
driven in part by the Russian invasion of Ukraine, which has served to reduce
exports from both Russia and Ukraine, of corn, wheat, sunflower oil and
fertilizer inputs into the global market, and a stronger farm economy in the
U.S. Inflation in multiple countries has led to higher costs of goods and
transportation; however, the strength of the farm economy was able to absorb
these effects during the subject period. Following extraordinary activity in the
first quarter, domestic distribution within our industry slowed procurement
modestly during the second and third quarters. All told, the Company's overall
operating results for the first nine months of 2022 improved in most all
respects over those of the same period of 2021.

On a consolidated basis, with domestic sales up 12% and international sales up
by 14%, overall net sales increased by 13% (to $449,636 from $398,063). Cost of
sales were up 10% on an absolute basis but decreased as a percent of net sales
to 59% from 61%. Factory performance improved during the first nine months of
2022, as compared to that of 2021. These factors, taken together, yielded an
increase in gross profit, which was up $28,022 or 18% period-over-period and
improved to 41% of net sales, up from 39% during the first nine months of 2021.
Operating expenses rose on an absolute basis by 10% but declined as a percent of
net sales to 32% as compared to 33% of net sales for the same period of the
prior year.

Interest expense declined slightly, while income tax expense increased to
$10,187 from $5,324 during the comparable period last year, primarily as a
result of stronger financial performance and higher effective tax rate. Overall,
the Company's net income for the period increased by 71%, ending at $23,506, as
compared to $13,713 during the first nine months of the prior year. Details on
our financial performance are set forth below.

                                       25
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RESULTS OF OPERATIONS

Nine months ended September 30, 2022, and 2021



                         2022          2021         Change       % Change
Net sales:
U.S. crop              $ 220,503     $ 184,052     $ 36,451            20 %
U.S. non-crop             53,648        60,563       (6,915 )         -11 %
Total U.S.               274,151       244,615       29,536            12 %
International            175,485       153,448       22,037            14 %
Total net sales:       $ 449,636     $ 398,063     $ 51,573            13 %
Cost of sales:
U.S. crop              $ 115,904     $ 105,739     $ 10,165            10 %
U.S. non-crop             28,822        32,516       (3,694 )         -11 %
Total U.S.               144,726       138,255        6,471             5 %
International            122,554       105,474       17,080            16 %
Total cost of sales:   $ 267,280     $ 243,729     $ 23,551            10 %
Gross profit:
U.S. crop              $ 104,599     $  78,313     $ 26,286            34 %
U.S. non-crop             24,826        28,047       (3,221 )         -11 %
Total U.S.               129,425       106,360       23,065            22 %
International             52,931        47,974        4,957            10 %
Total gross profit     $ 182,356     $ 154,334     $ 28,022            18 %
Gross margin:
U.S. crop                     47 %          43 %
U.S. non-crop                 46 %          46 %
Total U.S.                    47 %          43 %
International                 30 %          31 %
Total gross margin            41 %          39 %



Our domestic crop business recorded net sales that were 20% above those of first
nine months of 2021. Assisted by consistently high crop commodity prices and a
strong domestic farm economy, the Company experienced strong demand across all
product categories and was able to implement appropriate pricing actions to
cover escalating material and transportation costs. Our Midwest corn business
was exceptional, with Aztec soil insecticide and Impact herbicide brands
increasing 70% over the prior year nine-month period. Our domestic cotton
business led by Bidrin foliar insecticide and Folex harvest defoliant grew by
over 40% in the first three quarter of 2022, as compared to the same period of
2021. Domestic Crop also benefited from very strong sales increases in Dacthal
for high valued vegetable crops, Assure II which is expanding sales
significantly in the US and Envoke, a newly introduced herbicide used to address
glyphosate resistant weeds. The only area of demand softness was in soil
fumigants, which experienced lower unit volumes due to drought conditions in
Western and Southwestern states where water allocation has been implemented.
However, we were able to make pricing adjustment to cover inflationary material
and transportation costs in order to retain our traditional profit margins.
During the first nine months of 2022, customer procurement activity was
exceptionally high in the first quarter and assumed more normalized levels in
the second and third quarters.

Cost of sales within the domestic crop business increased 10%, as compared to
the first nine months of 2021, driven by sales that increased by 20% including
increased sales of higher margin products (many of which we manufacture in our
domestic facilities) and benefitting from improved factory performance. Gross
profit for domestic crop rose by 34% during the nine-month period to $104,599
from $78,313.

Our domestic non-crop business recorded an 11% decrease in net sales for the
first nine months of the year (to $53,648 from $60,563). Revenue for our Envance
technologies decreased when compared to the same period in 2021, due primarily
to a one-time license fee received in 2021, and the timing of recognizing
revenue for recurring royalties. Additionally, we experienced a fall-off in
consumer demand for our OHP nursery and ornamental products, which we attribute
to a pause in consumer spending caused by concerns over possible economic
recession. Sales of our Dibrom® mosquito adulticide remained nearly flat as did
demand for commercial pest control products (pest strips and bifenthrin).

Cost of sales within the domestic non-crop business decreased by 11%, (to
$28,822 in 2022 from $32,516 in 2021) on net sales that were down by 11%. Gross
profit for domestic non-crop decreased by 11% (to $24,826 in 2022 from $28,047
in 2021), due largely to the non-recurrence of a one-time, upfront license fee
as described above.

                                       26
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Net sales of our international businesses increased by 14% during the first
three quarters of 2022 (to $175,485 in 2022 from $153,448 in 2021). Central
America and Mexico both delivered double-digit growth by satisfying continuing
strong demand for soil fumigants (on high-value crops), herbicides and granular
insecticides. Brazil continued an upward trend (grew over 35%) fueled by further
market penetration of our Counter granular insecticide/nematicide. Australia
matched prior year sales driven by our expanded market footprint following the
integration of the acquired AgNova business, partially offset by supply and
logistics challenges. Significant product sales improvements included Mocap and
Nemacur insecticides (together growing over 40%) and Assure II herbicide growing
approximately 250%.

Cost of sales in our international business increased by 16% (to $122,544 in
2022 from $105,474 in 2021) primarily driven by volume growth and impacted by
increased prices from the strengthening US Dollar, and general inflation on
materials and associated logistics costs. Gross profit for the international
businesses increased by 10% to $52,931 during the first nine months of 2022 from
$47,974 during the same period in 2021.

On a consolidated basis, net sales for the first nine months of 2022 increased 13%, and gross profit increased by 18%. Our gross profit in the first nine months of 2022 increased in part as a result of improved sales volumes and pricing, and improved factory performance. Gross margin performance, when expressed as a percentage of sales, rose to 41% from 39% year-over-year.



Operating expenses increased by $12,616 to $145,550 for the nine-month period
ended September 30, 2022, as compared to the same period in 2021. The changes in
operating expenses by department are as follows:

                                                 2022          2021         Change       % Change
Selling                                        $  37,844     $  35,184     $  2,660              8 %
General and administrative:
Other                                             50,262        46,859        3,403              7 %
Proxy contest activities                           1,785             -        1,785            100 %

Research, product development and regulatory 23,241 21,221

   2,020             10 %
Freight, delivery and warehousing                 32,418        29,670        2,748              9 %
                                               $ 145,550     $ 132,934     $ 12,616              9 %




•
Selling expenses increased by $2,660 to end at $37,844 for the nine-month period
ended September 30, 2022, as compared to the same period of 2021. The main
drivers were increased costs associated with commissions in Brazil, travel
expenses (as the business resumed in-person interaction with customers),
inflation related increased wages and product complaints as a result of sales
growth in Mid-west offset by positive movements in some key exchange rates.


General and administrative expenses - other increased by $3,403 to end at
$50,262 for the nine-month period ended September 30, 2022, as compared to the
same period of 2021. The main drivers were increased wages, travel expenses and
other administrative costs in support of our growing business, increased legal
costs, the settlement of deferred consideration related to the Australian
business acquired in the final quarter of 2020, and increased short- and
long-term incentive compensation as a result of our improved business
performance. These costs were partly offset by some positive moves of exchange
rates.

The Company spent $1,785 in fees associated with our Proxy defense activities; there were no such fees in the comparative period of the prior year.


Research, product development costs and regulatory expenses increased by $2,020
to end at $23,241 for the nine-month period ended September 30, 2022, as
compared to the same period of 2021. The main drivers were increased costs
associated with in-field activities in support of our proprietary delivery
systems, and international product defense and registration expenses supporting
strong sales growth.


Freight, delivery and warehousing costs for the nine-month period ended
September 30, 2022 were $32,418 or 7.2% of sales as compared to $29,670 or 7.5%
of sales for the same period in 2021. This increased expense is primarily driven
by strong sales growth and variations in final delivery destinations, partially
offset by improved supply chain conditions.

During the nine-month period ended September 30, 2022, the Company recorded a
decrease in the fair value of our equity investment in Clean Seed in the amount
of $857 and recorded an increase in the amount of $103 during the nine months
ended September 30, 2021. These changes in fair value of our investment directly
reflect changes in the stock's quoted market price.

                                       27
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During the nine-month period 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 $2,256 in the first nine-month
period of 2022, as compared to $2,921 in the same period of 2021. Interest costs
are summarized in the following table:

Average Indebtedness and Interest expense



                                        Nine months ended September 30, 2022                  Nine months ended September 30, 2021
                                      Average             Interest        Interest          Average             Interest        Interest
                                       Debt               Expense           Rate             Debt               Expense           Rate
Revolving line of credit
(average)                         $       111,939       $      2,250            2.7 %   $       144,405       $      2,733            2.5 %
Amortization of deferred loan
fees                                            -                199              -                   -                230              -
Amortization of other deferred
liabilities                                     -                 27              -                   -                 (6 )            -
Other interest expense                          -                 20              -                   -                140              -
Subtotal                                  111,939              2,496            3.0 %           144,405              3,097            2.9 %
Capitalized interest                            -               (240 )            -                   -               (176 )            -
Total                             $       111,939       $      2,256            2.7 %   $       144,405       $      2,921            2.7 %




The Company's average overall debt for the nine-month period ended September 30,
2022, was $111,939, as compared to $144,405 for the nine months ended September
30, 2021. During the period, we continued to focus on our use of revolving debt,
while funding working capital for the growing business. 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, 2022, as compared to 2.5% for
the same period of 2021.

Income tax expense increased by $4,863 to end at $10,187 for the nine-month
period ended September 30, 2022, as compared to income tax expense of $5,324 for
the comparable period in 2021. The effective tax rate for the nine months ended
September 30, 2022, was 30.2% as compared to 27.4% for same period last year.
The rate has increased compared to prior year reflecting a mix of income in
different jurisdictions. For tax years beginning after December 31, 2021, the
Tax Cuts and Jobs Act ("TCJA") of 2017 amends Internal Revenue Code Section 174
wherein research and development expenditures will no longer be deducted in the
tax year that such costs are incurred but must now be capitalized and amortized
over either a five- or fifteen-year period, depending on the location of the
activities performed. 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-month period ended September 30, 2022 was $23,506 or
$0.80 per basic and $0.78 per diluted share, as compared to $13,713 or $0.46 per
basic and $0.45 per diluted share in the same period of 2021.

LIQUIDITY AND CAPITAL RESOURCES



The Company's operating activities utilized net cash of $45,678 during the
nine-month period ended September 30, 2022, as compared to $174 during the nine
months ended September 30, 2021. Included in the $45,678 are net income of
$23,506, plus non-cash depreciation, amortization of intangibles and other
assets and discounted future liabilities, in the amount of $19,305, loss on
disposal of property, plant and equipment of $265, amortization of deferred loan
fees of $174 and provision for bad debts in the amount of $597. Also included
are stock-based compensation of $4,396, adjustment to contingent consideration
in the amount of $621, increase in deferred income taxes of $64, change in fair
value of an equity investment of $857, and net foreign currency adjustments of
$218. These together provided net cash inflows of $49,903, as compared to
$39,606 for the same period of 2021.

During the nine-month period of 2022, the Company increased working capital by
$97,986, as compared to an increase of $37,611 during the same period of the
prior year. Included in this change: inventories increased by $38,987, as
compared to $4,325 for the same period of 2021. While increases in inventory are
normal for the Company's annual cycle, the Company decided this year to bring in
raw materials earlier than in prior seasons in order to secure our needs of key
materials for the balance of the year and the start of the next growing season.

                                       28
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Customer prepayments decreased by $62,831, as compared to $38,272 in the same
period of 2021, driven by customer decisions regarding demand, payment timing
and our cash incentive programs. Our accounts payable balances increased by
$14,418, as compared to an increase of $7,769 in the same period of 2021, driven
by increased factory activity levels. Accounts receivables increased by $46,289,
as compared to an increase of $42,979 in the same period of 2021. This is
primarily driven by increased group sales and strong international growth.
Prepaid expenses increased by $4,272, as compared to $2,194 in the same period
of 2021. Income tax receivable increased by $5,201, as compared to a decrease of
$2,031 in the prior year. Accrued programs increased by $45,016, (as compared to
$33,982 in the prior year), which is normal at this point in the growing season.
Finally, other payables and accrued expenses increased by $2,555, as compared to
$4,025 in the prior year.

With regard to our program accrual, the increase (as noted above) primarily
reflects our volume and mix of sales (certain products are marketed with higher
levels of program accruals), and mix of customers in the first nine months of
2022, 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 2022, the Company made accruals for programs in the
amount of $78,640 and payments in the amount of $33,869. During the first nine
months of the prior year, the Company made accruals in the amount of $59,267 and
made payments in the amount of $25,353. The increase in accruals for programs in
the first nine months of 2022, compared to the same period in 2021, is a direct
result of an increase in sales of qualifying products.

Cash used for investing activities for the nine-month period ended September 30,
2022 and 2021 was $9,978 and $18,431, respectively. The $18,431 in 2021 includes
a product acquisition in the amount of $10,000. No such acquisition took place
in the current year. In 2022, the Company spent $8,946 on purchases of fixed
assets primarily focused on continuing to invest in manufacturing
infrastructure. In addition, the Company made a payment of $1,000 to Clean Seed
to amend a license agreement under which royalty-bearing license rights were
converted to fully paid-up, royalty-free, perpetual license rights, and spent
$78 on patents for the Envance technology business.

During the nine-month period ended September 30, 2022, financing activities
provided $59,797, as compared to $19,974 during the same period of the prior
year. Net borrowings under the Credit Agreement amounted to $96,000 during the
nine-month period ended September 30, 2022, as compared to $28,592 in the same
period of the prior year. The Company paid dividends to stockholders amounting
to $2,072 during the nine months ended September 30, 2022, as compared to $1,789
in the same period of 2021. The Company paid $13,731 for the repurchase of
720,350 shares of its common stock during the nine-month period ended September
30, 2022 and $20,000 in connection with an accelerated share repurchase program.
There were no such purchases during the nine-month period ended September 30,
2021. The Company received $837 for the issuance of shares under ESPP during the
nine-month period ended September 30, 2022, as compared to $743 for the same
period last year. The Company also received $783 from the exercise of stock
options during the nine-month period ended September 30, 2022, as compared to
$172 in the prior period. Lastly, in exchange for shares of common stock
returned by employees, the Company paid $2,020 and $2,915 for tax withholding on
stock-based compensation awards during the nine-months ended September 30, 2022
and 2021, respectively.

The Company has a revolving line of credit that is shown as long-term debt in
the condensed consolidated balance sheets at September 30, 2022 and December 31,
2021. These are summarized in the following table:

Long-term indebtedness ($000's)    September 30, 2022       December 31, 2021
 Revolving line of credit         $            149,300     $            53,300
 Deferred loan fees                               (886 )                (1,060 )
 Net long-term debt               $            148,414     $            52,240


At September 30, 2022, the Company was compliant with all covenants to its
credit agreement. Also, at September 30, 2022, the Company's total Funded Debt
amounted to $149,300. At that date the Company's rolling four quarter
Consolidated EBITDA (as defined in the Credit Agreement, see Note 10) amounted
to $77,167, which results in a leverage ratio of 1.93, as compared to a maximum
leverage ratio permitted under the Credit Agreement of 3.5. At September 30,
2022, the Company has the capacity to increase its borrowings by up to $120,783,
according to the terms thereof. This compares to an available borrowing capacity
of $94,973 as of September 30, 2021. At December 31, 2021, the Company had
borrowing capacity of $178,705. 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.

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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, 2021, 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, 2021.

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 updates to estimates
and assumptions are reflected in the condensed consolidated financial statements
in the period that these updates are determined to be necessary. Actual results
may differ from these estimates under different outcomes or conditions. Our
estimates did not change materially during the three- and nine-months ended
September 30, 2022.

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