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Acquisitions and Divestitures of and Investments in Businesses and Technologies
 6 Months Ended
Jul. 31, 2020
Business Combinations [Abstract]  
Acquisitions of and Investments in Businesses and Technologies ACQUISITIONS AND DIVESTITURES OF AND INVESTMENTS IN BUSINESSES AND TECHNOLOGIES
Fiscal year 2021
There were no business acquisitions and divestitures or purchases of technologies in the three- and six-month periods ended July 31, 2020.

Fiscal year 2020
On November 1, 2019, the Company acquired Smart Ag, Inc. (Smart Ag). Smart Ag is a technology company located in Ames, Iowa, that develops autonomous farming solutions for agriculture. Smart Ag offers aftermarket retrofit kits to automate farm equipment as well as a platform to connect, manage, and safely operate autonomous agricultural machinery.

On November 13, 2019, the Company acquired a majority ownership in DOT. Simultaneously with acquiring this majority ownership, the Company contributed cash to DOT in exchange for additional equity, making the majority ownership percentage in DOT 60% when the transaction closed. DOT, located in Regina, Saskatchewan, Canada, designs autonomous agriculture solutions and manufactures a unique U-shaped agriculture platform to semi-autonomously handle a large variety of agriculture implements. The acquisition provided noncontrolling interest shareholders various put options that, if exercised, obligated the Company to purchase their outstanding DOT shares. Due to the redemption features, the noncontrolling interest was classified as a redeemable noncontrolling interest in the Company’s Consolidated Balance Sheets as of January 31, 2020.

Both acquisitions aligned under the Company's Applied Technology Division and complement the division's suite of precision ag products and solutions. The aggregate purchase price was approximately $54,000 in the fourth quarter of fiscal year 2020, excluding the noncontrolling interest.

During the first quarter of fiscal 2021, certain minority interest shareholders in DOT exercised their put options, requiring the Company to redeem the remaining noncontrolling interest in DOT. The Company closed on the transaction to purchase the shares of the largest minority shareholder for $17,853 in the second quarter of fiscal 2021. The remaining redeemable amount, as well as the liability for the noncontrolling interest redeemed in the prior fiscal year, totaling approximately $5,025, is payable in November 2021 and classified as "Other Liabilities" in the Consolidated Balance Sheet at July 31, 2020.

The Company completed the valuation of intangible assets and pre-acquisition tax filings during the first and second quarters of fiscal 2021. The following adjustments were made to the purchase price allocation during the six months ended July 31, 2020:
Previously ReportedMeasurement Period AdjustmentsAdjusted Balance
Goodwill $56,022 $(440)$55,582 
Intangibles, net31,800 (600)31,200 
Deferred income taxes(4,158)1,005 (3,153)
Accounts payable and other current liabilities(1,462)35 (1,427)
$— 
Identifiable intangible assets acquired were primarily indefinite-lived intangible assets for in-process research and development. Amortization of these indefinite-lived intangible assets will start when the current in-process research and development project is complete and the product is commercialized. Amortization of the indefinite-lived intangibles will be on a straight-line basis over the remaining estimated useful lives of these assets. The Company expects the useful lives will range from seven to ten years.

The following pro forma consolidated condensed financial results of operations are presented as if the acquisitions described above had been included in the Company's consolidated financial statements for the prior year comparative period (unaudited):
(Unaudited)
Three Months EndedSix Months Ended
July 31, 2019July 31, 2019
Net sales$98,468 $196,746 
Net income attributable to Raven Industries, Inc.$6,638 $17,998 
Earnings per common share
Basic$0.18 $0.50 
Diluted$0.18 $0.50 

Acquisition-related Contingent Consideration
The Company has contingent liabilities related to the acquisitions of AgSync, Inc. (AgSync) in fiscal 2019; 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. 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 EndedSix Months Ended
July 31,
2020		July 31,
2019		July 31,
2020		July 31,
2019
Beginning balance$2,778 $3,956 $2,934 $4,172 
Fair value of contingent consideration acquired
— — — 310 
Change in fair value of the liability
(157)149 (212)243 
Contingent consideration earn-out paid
(162)(526)(263)(1,146)
Ending balance$2,459 $3,579 $2,459 $3,579 
Classification of liability in the consolidated balance sheet
Accrued liabilities
$233 $1,013 $233 $1,013 
Other liabilities, long-term
2,226 2,566 2,226 2,566 
Balance at July 31
$2,459 $3,579 $2,459 $3,579 

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, 2020.

In the acquisition of CLI, the Company entered into a contingent earn-out agreement, not to exceed $2,000. The earn-out is paid annually for three years after the purchase date, contingent upon achieving certain revenue milestones and operational synergies. To date, the Company has paid a total of $1,333 of this potential earn-out liability.
In connection with the acquisition of Raven Europe, the Company entered into a contingent earn-out agreement, not to exceed $2,500, calculated and paid quarterly for ten years after the purchase date, contingent upon achieving certain revenue milestones. All revenue milestones under the agreement were achieved by Raven Europe in fiscal 2021. The Company has paid a total of $2,500 to date and has no further contingent obligations related to the acquisition of Raven Europe.
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 EndedSix Months Ended
July 31,
2020		July 31,
2019		July 31,
2020		July 31,
2019
Beginning balance$2,778 $3,956 $2,934 $4,172 
Fair value of contingent consideration acquired
— — — 310 
Change in fair value of the liability
(157)149 (212)243 
Contingent consideration earn-out paid
(162)(526)(263)(1,146)
Ending balance$2,459 $3,579 $2,459 $3,579 
Classification of liability in the consolidated balance sheet
Accrued liabilities
$233 $1,013 $233 $1,013 
Other liabilities, long-term
2,226 2,566 2,226 2,566 
Balance at July 31
$2,459 $3,579 $2,459 $3,579