Acquisitions and Divestitures of and Investments in Businesses and Technologies

6 Months Ended

Jul. 31, 2021

Business Combinations [Abstract]

Acquisitions of and Investments in Businesses and Technologies

ACQUISITIONS AND INVESTMENTS IN BUSINESSES AND TECHNOLOGIES

Fiscal year 2022 and 2021

There were no material business acquisitions in the three- and six-month periods ended July 31, 2021 and July 31, 2020, respectively.

Acquisition-related Contingent Consideration

The Company has a contingent liability related to the acquisition of AgSync, Inc. (AgSync) in fiscal 2019. The Company also had contingent liabilities related to the acquisitions of Colorado Lining International, Inc. (CLI) in fiscal 2018; and Raven Europe B.V. (Raven Europe), formerly named SBG Innovatie BV and its affiliate Navtronics BVBA (collectively, SBG), in fiscal 2015; which were settled in the second and third quarters of the prior fiscal year, respectively. The fair value of such contingent consideration is estimated as of the acquisition date, and subsequently at the end of each reporting period, using forecasted cash flows. Projecting future cash flows requires the Company to make significant estimates and assumptions regarding future events, conditions, or revenues being achieved under the particular contingent agreement as well as the appropriate discount rate. Such valuation techniques include one or more significant inputs that are not observable (Level 3 fair value measures).

Changes in the fair value of the liability for acquisition-related contingent consideration are as follows:

	Three Months Ended				Six Months Ended
	July 31, 2021		July 31, 2020		July 31, 2021		July 31, 2020
Beginning balance	$	2,000	$	2,778	$	2,000	$	2,934
Change in fair value of the liability	—		(157)		—		(212)
Contingent consideration earn-out paid	—		(162)		—		(263)
Ending balance	$	2,000	$	2,459	$	2,000	$	2,459
Classification of liability in the consolidated balance sheet
Accrued liabilities	$	2,000	$	233	$	2,000	$	233
Other liabilities, long-term	—		2,226		—		2,226
Balance at July 31	$	2,000	$	2,459	$	2,000	$	2,459

For the acquisition of AgSync, the Company entered into a contingent earn-out agreement, not to exceed $3,500. The earn-out is to be paid annually over three years after the purchase date, contingent upon achieving certain revenue milestones. The Company has made no payments on this potential earn-out liability as of July 31, 2021.

Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block]

Changes in the fair value of the liability for acquisition-related contingent consideration are as follows:

	Three Months Ended				Six Months Ended
	July 31, 2021		July 31, 2020		July 31, 2021		July 31, 2020
Beginning balance	$	2,000	$	2,778	$	2,000	$	2,934
Change in fair value of the liability	—		(157)		—		(212)
Contingent consideration earn-out paid	—		(162)		—		(263)
Ending balance	$	2,000	$	2,459	$	2,000	$	2,459
Classification of liability in the consolidated balance sheet
Accrued liabilities	$	2,000	$	233	$	2,000	$	233
Other liabilities, long-term	—		2,226		—		2,226
Balance at July 31	$	2,000	$	2,459	$	2,000	$	2,459