UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2021~~March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

Commission File Number: 001-36316

AgroFresh Solutions, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware			46-4007249
(State or other jurisdiction of incorporation)			(IRS Employer Identification Number)

One Washington Square

510-530 Walnut Street, Suite 1350

Philadelphia, PA 19106

(Address of principal executive offices)

(267) 317-9139

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

AGFS

The NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of ~~large~~"large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). ☐ Yes x No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

The number of shares of common stock outstanding as of ~~July~~April 27, ~~2021~~2022 was ~~52,145,077.~~52,649,897.

Tabl e of Contents

TABLE OF CONTENTS


			Page
PART I - FINANCIAL INFORMATION
	Item 1. Condensed Consolidated Financial Statements
		Unaudited Condensed Consolidated Balance Sheets	3
		Unaudited Condensed Consolidated Statements of Operations	4
		Unaudited Condensed Consolidated Statements of Comprehensive Loss	5
		Unaudited Condensed Consolidated Statement of Stockholders' Equity	6
		Unaudited Condensed Consolidated Statement of Cash Flows	87
		Notes to Unaudited Condensed Consolidated Financial Statements	98
	Item 2. Management's Discussion and Analysis of Financial Condition and Result of Operations		2622
	Item 3. Quantitative and Qualitative Disclosures About Market Risk		3731
	Item 4. Controls and Procedures		3731
PART II - OTHER INFORMATION			3932
	Item 1. Legal Proceedings		3932
	Item 1A. Risk Factors		3932
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		4033
	Item 3. Defaults Upon Senior Securities		4033
	Item 4. Mine Safety and Disclosures		4033
	Item 5. Other Information		4033
	Item 6. Exhibits		4134
SIGNATURES			4235

Tabl e of Contents

PART I - FINANCIAL INFORMATION

AgroFresh Solutions, Inc.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In ~~thousands)~~thousands, except par value amounts)


		June 30, 2021	December 31, 2020		March 31, 2022	December 31, 2021

ASSETS	ASSETS			ASSETS
Current Assets:	Current Assets:			Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$56,694	$50,030	Cash and cash equivalents	$59,266	$61,930
Accounts receivable, net of allowance for doubtful accounts of $2,108 and $2,061, respectively		33,469	63,204
Accounts receivable, net of allowance for doubtful accounts of $1,640 and $2,143, respectively				Accounts receivable, net of allowance for doubtful accounts of $1,640 and $2,143, respectively	55,754	53,538
Inventories	Inventories	23,773	24,579	Inventories	22,357	19,780
Other current assets	Other current assets	20,308	17,219	Other current assets	23,549	19,878
Total Current Assets	Total Current Assets	134,244	155,032	Total Current Assets	160,926	155,126
Property and equipment, net	Property and equipment, net	11,623	12,432	Property and equipment, net	11,699	11,986
Goodwill		6,715	6,925

Intangible assets, net	Intangible assets, net	568,055	589,201	Intangible assets, net	535,970	546,652
Deferred income tax assets	Deferred income tax assets	7,057	9,699	Deferred income tax assets	7,402	7,392
Other assets	Other assets	11,189	12,494	Other assets	12,892	11,406
TOTAL ASSETS	TOTAL ASSETS	$738,883	$785,783	TOTAL ASSETS	$728,889	$732,562

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY	LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY			LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
Current Liabilities:	Current Liabilities:			Current Liabilities:
Accounts payable	Accounts payable	$12,909	$19,634	Accounts payable	$17,124	$16,969
Current portion of long-term debt	Current portion of long-term debt	3,470	3,378	Current portion of long-term debt	3,378	3,362
Income taxes payable	Income taxes payable	3,667	3,471	Income taxes payable	2,297	2,382
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	22,110	25,976	Accrued expenses and other current liabilities	27,277	26,994
Total Current Liabilities	Total Current Liabilities	42,156	52,459	Total Current Liabilities	50,076	49,707
Long-term debt	Long-term debt	254,871	264,491	Long-term debt	253,807	254,194
Other noncurrent liabilities	Other noncurrent liabilities	5,691	6,432	Other noncurrent liabilities	8,118	6,256
Deferred income tax liabilities	Deferred income tax liabilities	37,266	37,834	Deferred income tax liabilities	33,663	34,833
Total Liabilities	Total Liabilities	339,984	361,216	Total Liabilities	345,664	344,990

Commitments and contingencies (see Note 20)	Commitments and contingencies (see Note 20)	0	0	Commitments and contingencies (see Note 20)	0	0
Temporary Equity:	Temporary Equity:			Temporary Equity:
Series B convertible preferred stock, par value $0.0001; 150 shares authorized and designated and 145 shares outstanding at June 30, 2021, and 150 shares authorized, designated and outstanding at December 31, 2020		144,666	143,728
Series B convertible preferred stock, par value $0.0001; 150 shares authorized and designated and 145 shares outstanding at March 31, 2022 and December 31, 2021, respectively				Series B convertible preferred stock, par value $0.0001; 150 shares authorized and designated and 145 shares outstanding at March 31, 2022 and December 31, 2021, respectively	151,800	149,386
Redeemable non-controlling interest	Redeemable non-controlling interest	8,187	8,446	Redeemable non-controlling interest	7,705	7,787
Stockholders’ Equity:	Stockholders’ Equity:			Stockholders’ Equity:
Common stock, par value $0.0001; 400,000 shares authorized, 52,806 and 53,092 shares issued and 52,145 and 52,431 outstanding at June 30, 2021 and December 31, 2020, respectively		5	5
Preferred stock, par value $0.0001; 0.001 share authorized and outstanding at June 30, 2021 and December 31, 2020		0	0
Treasury stock, par value $0.0001; 661 shares at June 30, 2021 and December 31, 2020		(3,885)	(3,885)
Common stock, par value $0.0001; 400,000 shares authorized, 53,244 and 53,080 shares issued and 52,583 and 52,418 outstanding at March 31, 2022 and December 31, 2021, respectively				Common stock, par value $0.0001; 400,000 shares authorized, 53,244 and 53,080 shares issued and 52,583 and 52,418 outstanding at March 31, 2022 and December 31, 2021, respectively	5	5
Preferred stock, par value $0.0001; 0.001 share authorized and outstanding at March 31, 2022 and December 31, 2021				Preferred stock, par value $0.0001; 0.001 share authorized and outstanding at March 31, 2022 and December 31, 2021	—	—
Treasury stock, par value $0.0001; 661 shares at March 31, 2022 and December 31, 2021				Treasury stock, par value $0.0001; 661 shares at March 31, 2022 and December 31, 2021	(3,885)	(3,885)
Additional paid-in capital	Additional paid-in capital	541,185	552,776	Additional paid-in capital	523,544	529,303
Accumulated deficit	Accumulated deficit	(253,435)	(244,836)	Accumulated deficit	(251,747)	(248,660)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(37,824)	(31,667)	Accumulated other comprehensive loss	(44,197)	(46,364)
Total Stockholders' Equity	Total Stockholders' Equity	246,046	272,393	Total Stockholders' Equity	223,720	230,399
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY	TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY	$738,883	$785,783	TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY	$728,889	$732,562

See accompanying notes to unaudited condensed consolidated financial statements.

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AgroFresh Solutions, Inc.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)


		Three Months Ended June 30,		Six Months Ended June 30,			Three Months Ended March 31,
		2021	2020	2021	2020		2022	2021
Net sales	Net sales	21,924	19,982	60,916	53,005	Net sales	$39,889	$38,992
Cost of sales (excluding amortization, shown separately below)	Cost of sales (excluding amortization, shown separately below)	7,104	6,453	17,418	14,981	Cost of sales (excluding amortization, shown separately below)	11,923	10,314
Gross profit	Gross profit	14,820	13,529	43,498	38,024	Gross profit	27,966	28,678
Research and development expenses	Research and development expenses	3,496	2,895	6,794	5,537	Research and development expenses	3,051	3,298
Selling, general and administrative expenses	Selling, general and administrative expenses	13,620	12,722	27,171	26,431	Selling, general and administrative expenses	11,892	13,551
Amortization of intangibles	Amortization of intangibles	10,499	10,936	21,262	21,893	Amortization of intangibles	10,718	10,763

Operating income						Operating income	2,305	1,066
Other income						Other income	505	14,398

Grant income		0	(2,974)	0	(2,974)
Operating loss		(12,795)	(10,050)	(11,729)	(12,863)
Other (expense) income		(46)	(7)	14,352	1,500
(Loss) gain on foreign currency exchange						(Loss) gain on foreign currency exchange	(1,196)	433
Interest expense, net						Interest expense, net	(4,947)	(5,890)
(Loss) income before income taxes						(Loss) income before income taxes	(3,333)	10,007
Income taxes (benefit) expense						Income taxes (benefit) expense	(164)	1,823
Net (loss) income including non-controlling interest						Net (loss) income including non-controlling interest	(3,169)	8,184
Less: Net loss attributable to non-controlling interests						Less: Net loss attributable to non-controlling interests	(82)	(239)
Net (loss) income attributable to AgroFresh Solutions, Inc.						Net (loss) income attributable to AgroFresh Solutions, Inc.	(3,087)	8,423
Less: Dividends on convertible preferred stock						Less: Dividends on convertible preferred stock	6,436	6,005
Net (loss) income attributable to AgroFresh Solutions, Inc. common stockholders						Net (loss) income attributable to AgroFresh Solutions, Inc. common stockholders	($9,523)	$2,418

Gain on foreign currency exchange		921	449	1,354	1,076
Interest expense, net		(5,216)	(6,513)	(11,106)	(13,479)
Loss before income taxes		(17,136)	(16,121)	(7,129)	(23,766)
Income taxes expense (benefit)		144	630	1,967	(3,201)
Net loss including non-controlling interest		(17,280)	(16,751)	(9,096)	(20,565)
Less: Net (loss) income attributable to non-controlling interests		(20)	130	(259)	33
Net loss attributable to AgroFresh Solutions, Inc.		(17,260)	(16,881)	(8,837)	(20,598)
Less: Dividends on convertible preferred stock		6,327	0	12,332	0
Net loss attributable to AgroFresh Solutions, Inc. common stockholders		($23,587)	($16,881)	($21,169)	($20,598)

Loss per share of common shares:
(Loss) earnings per share of common shares:						(Loss) earnings per share of common shares:
Basic	Basic	($0.46)	($0.33)	($0.41)		Basic	($0.18)	$0.03
Diluted	Diluted	($0.46)	($0.33)	($0.41)		Diluted	($0.18)	$0.03

Weighted average shares of common stock outstanding:	Weighted average shares of common stock outstanding:					Weighted average shares of common stock outstanding:
Basic	Basic	51,348	50,758	51,191	50,647	Basic	51,736	51,031
Diluted	Diluted	51,348	50,758	51,191	50,647	Diluted	51,736	52,296

See accompanying notes to unaudited condensed consolidated financial statements.

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AgroFresh Solutions, Inc.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME ~~(LOSS)~~

(In thousands)

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Net loss ($17,280) ($16,751) ($9,096) ($20,565)
Other comprehensive income (loss):
Foreign currency translation adjustments 401 417 (6,157) (8,682)
Unrealized gain (loss) on hedging activity, net of tax of $0, ($57), $0 and $142, respectively 0 213 0 (533)
Recognition of gain on hedging activity reclassified to net loss, net of tax of $0, $78, $0 and $157, respectively 0 (279) 0 (556)
Comprehensive loss, net of tax ($16,879) ($16,400) ($15,253) ($30,336)


	Three Months Ended March 31,
	2022	2021
Net (loss) income	($3,169)	$8,184
Other comprehensive (loss) income:
Foreign currency translation adjustments	2,167	(6,558)


Comprehensive (loss) income, net of tax	($1,002)	$1,626

See accompanying notes to unaudited condensed consolidated financial statements.

Tabl e of Contents

AgroFresh Solutions, Inc.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(In thousands)

Preferred Stock Common Stock Treasury Stock Additional Paid-in Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Total
Stockholders’
Equity
Shares Amount Shares Amount Amount
Balances, December 31, 2020 0 $0 53,092 $5 ($3,885) $552,776 ($244,836) ($31,667) $272,393
Stock-based compensation — — — — — 1,082 — — 1,082
Issuance of stock, net of forfeitures — — (258) — — — — — —
Shares withheld for taxes — — (121) — — (266) — — (266)
Issuance of common stock under employee stock purchase plan — — 92 — — 163 — — 163
Convertible preferred dividend — — — — — (12,332) — — (12,332)
Adjustment of NCI to redemption value — — — — — (238) 238 — —
Net loss attributable to AgroFresh Solutions, Inc. — — — — — — (8,837) — (8,837)
Comprehensive loss — — — — — — — (6,157) (6,157)
Balances, June 30, 2021 0 $0 52,806 $5 ($3,885) $541,185 ($253,435) ($37,824) $246,046

Preferred Stock Common Stock Treasury Stock Additional Paid-in Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Gain (loss) Total
Stockholders’
Equity
Shares Amount Shares Amount Amount
Balances, March 31, 2021 0 $0 53,051 $5 ($3,885) $547,480 ($236,413) ($38,225) $268,962
Stock-based compensation — — — — — 330 — — 330
Issuance of stock, net of forfeitures — — (237) — — — — — —
Shares withheld for taxes — — (100) — — (223) — — (223)
Issuance of common stock under employee stock purchase plan — — 92 — — 163 — — 163
Convertible preferred dividend — — — — — (6,327) — — (6,327)
Adjustment of NCI to redemption value — — — — — (238) 238 — —
Net loss attributable to AgroFresh Solutions, Inc. — — — — — — (17,260) — (17,260)
Comprehensive gain — — — — — — — 401 401
Balances, June 30, 2021 0 $0 52,806 $5 ($3,885) $541,185 ($253,435) ($37,824) $246,046

~~See accompanying notes to unaudited condensed consolidated financial statements.~~


	Preferred Stock		Common Stock		Treasury Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Total Stockholders’ Equity
	Shares	Amount	Shares	Amount	Amount
Balances, December 31, 2021	—	$—	53,080	$5	($3,885)	$529,303	($248,660)	($46,364)	$230,399
Stock-based compensation	—	—	—	—	—	902	—	—	902
Issuance of stock, net of forfeitures	—	—	182	—	—	—	—	—	—
Shares withheld for taxes	—	—	(18)	—	—	(225)	—	—	(225)

Convertible preferred dividend	—	—	—	—	—	(6,436)	—	—	(6,436)

Net loss attributable to AgroFresh Solutions, Inc.	—	—	—	—	—	—	(3,087)	—	(3,087)
Comprehensive income	—	—	—	—	—	—	—	2,167	2,167
Balances, March 31, 2022	—	$—	53,244	$5	($3,885)	$523,544	($251,747)	($44,197)	$223,720


	Preferred Stock		Common Stock		Treasury Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Total Stockholders’ Equity
	Shares	Amount	Shares	Amount	Amount
Balances, December 31, 2020	—	$—	53,092	$5	($3,885)	$552,776	($244,836)	($31,667)	$272,393
Stock-based compensation	—	—	—	—	—	752	—	—	752
Issuance of stock, net of forfeitures	—	—	(20)	—	—	—	—	—	—
Shares withheld for taxes	—	—	(21)	—	—	(43)	—	—	(43)

Convertible preferred dividend	—	—	—	—	—	(6,005)	—	—	(6,005)

Net loss attributable to AgroFresh Solutions, Inc.	—	—	—	—	—	—	8,423	—	8,423
Comprehensive loss	—	—	—	—	—	—	—	(6,558)	(6,558)
Balances, March 31, 2021	—	$—	53,051	$5	($3,885)	$547,480	($236,413)	($38,225)	$268,962

~~Table of~~ ~~Contents~~

~~AgroFresh Solutions, Inc.~~

~~UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Continued)~~

~~(In thousands)~~

Preferred Stock Common Stock Treasury Stock Additional Paid-in Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Total
Stockholders’
Equity
Shares Amount Shares Amount Amount
Balances, December 31, 2019 0 $0 51,840 $5 ($3,885) $560,890 ($192,264) ($31,060) $333,686
Stock-based compensation — — — — — 1,601 — — 1,601
Issuance of stock, net of forfeitures — — 991 — — — — — —
Shares withheld for taxes — — (40) — — (220) — — (220)
Issuance of common stock under employee stock purchase plan — — 84 — — 197 — — 197
Adjustment of NCI to redemption value — — — — — (396) 396 — —
Net loss attributable to AgroFresh Solutions, Inc. — — — — — — (20,598) — (20,598)
Comprehensive loss — — — — — — — (9,771) (9,771)
Balances, June 30, 2020 0 $0 52,875 $5 ($3,885) $562,072 ($212,466) ($40,831) $304,895

Preferred Stock Common Stock Treasury Stock Additional Paid-in Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Gain (Loss) Total
Stockholders’
Equity
Shares Amount Shares Amount Amount
Balances, March 31, 2020 0 $0 51,836 $5 ($3,885) $561,298 ($195,912) ($41,182) $320,324
Stock-based compensation — — — — — 958 — — 958
Issuance of stock, net of forfeitures — — 965 — — — — — —
Shares withheld for taxes — — (10) — (54) — — (54)
Issuance of common stock under employee stock purchase plan — — 84 — — 197 — — 197
Adjustment of NCI to redemption value — — — — — (327) 327 — —
Net loss attributable to AgroFresh Solutions, Inc. — — — — — — (16,881) — (16,881)
Comprehensive gain — — — — — — — 351 351
Balances, June 30, 2020 0 $0 52,875 $5 ($3,885) $562,072 ($212,466) ($40,831) $304,895

See accompanying notes to unaudited condensed consolidated financial statements.

Tabl e of Contents

AgroFresh Solutions, Inc.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS


		Six Months Ended June 30,			Three Months Ended March 31,
(in thousands)	(in thousands)	2021	2020	(in thousands)	2022	2021
Cash flows from operating activities:	Cash flows from operating activities:			Cash flows from operating activities:
Net loss		($9,096)	($20,565)
Adjustments to reconcile net loss to net cash used in operating activities:
Net (loss) income				Net (loss) income	($3,169)	$8,184
Adjustments to reconcile net (loss) income to net cash provided in operating activities:				Adjustments to reconcile net (loss) income to net cash provided in operating activities:
Depreciation and amortization	Depreciation and amortization	22,600	23,145	Depreciation and amortization	11,444	11,423
Stock-based compensation	Stock-based compensation	1,082	1,600	Stock-based compensation	902	752

Amortization of deferred financing costs	Amortization of deferred financing costs	1,266	1,163	Amortization of deferred financing costs	511	774
Interest income on interest rate swap		0	(713)
Deferred income taxes	Deferred income taxes	2,042	(5,668)	Deferred income taxes	(981)	937
Provision (benefit) for bad debts		190	(81)
Provision for bad debts				Provision for bad debts	138	396
Loss on sales of property and equipment	Loss on sales of property and equipment	56	126	Loss on sales of property and equipment	5	7
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:			Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	27,078	24,901	Accounts receivable	(321)	5,576
Inventories	Inventories	(506)	(3,957)	Inventories	(2,312)	1,256
Prepaid expenses and other current assets	Prepaid expenses and other current assets	(3,804)	(5,942)	Prepaid expenses and other current assets	(3,401)	(1,645)
Accounts payable	Accounts payable	(6,243)	83	Accounts payable	14	(2,584)
Accrued expenses and other liabilities	Accrued expenses and other liabilities	(3,848)	(4,545)	Accrued expenses and other liabilities	(292)	(607)
Income taxes payable	Income taxes payable	240	1,669	Income taxes payable	(214)	447
Other assets and liabilities	Other assets and liabilities	(181)	(2,061)	Other assets and liabilities	163	(1,590)
Net cash provided by operating activities	Net cash provided by operating activities	30,876	9,155	Net cash provided by operating activities	2,487	23,326
Cash flows from investing activities:	Cash flows from investing activities:			Cash flows from investing activities:
Capital expenditures	Capital expenditures	(1,304)	(905)	Capital expenditures	(596)	(430)
Net cash used in investing activities	Net cash used in investing activities	(1,304)	(905)	Net cash used in investing activities	(596)	(430)
Cash flows from financing activities:	Cash flows from financing activities:			Cash flows from financing activities:
Repayment of long-term debt	Repayment of long-term debt	(10,729)	(2,683)	Repayment of long-term debt	(823)	(9,904)
Payment of preferred dividends				Payment of preferred dividends	(4,023)	(3,002)
Payment for redemption of convertible preferred stock	Payment for redemption of convertible preferred stock	(5,330)	0	Payment for redemption of convertible preferred stock	—	(5,330)

Payment of preferred dividends		(6,065)	0
Proceeds from long-term debt		0	1,395

Proceeds from issuance of stock under employee stock purchase plan		163	197

Net cash used in financing activities	Net cash used in financing activities	(21,961)	(1,091)	Net cash used in financing activities	(4,846)	(18,236)
Effect of exchange rate changes on cash and cash equivalents and restricted cash		(947)	(1,357)
Net increase in cash and cash equivalents		6,664	5,802
Effect of exchange rate changes on cash and cash equivalents				Effect of exchange rate changes on cash and cash equivalents	291	(1,822)
Net (decrease) increase in cash and cash equivalents				Net (decrease) increase in cash and cash equivalents	(2,664)	2,838
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	50,030	29,817	Cash and cash equivalents, beginning of period	61,930	50,030
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$56,694	$35,619	Cash and cash equivalents, end of period	$59,266	$52,868

Supplemental disclosures of cash flow information:	Supplemental disclosures of cash flow information:			Supplemental disclosures of cash flow information:
Cash paid for:	Cash paid for:			Cash paid for:
Cash paid for interest	Cash paid for interest	$9,899	$12,726	Cash paid for interest	$4,788	$5,012
Cash paid for income taxes	Cash paid for income taxes	$2,196	$2,345	Cash paid for income taxes	$1,945	$842
Supplemental schedule of non-cash investing and financing activities:	Supplemental schedule of non-cash investing and financing activities:			Supplemental schedule of non-cash investing and financing activities:
Accrued purchases of property and equipment	Accrued purchases of property and equipment	$105	$419	Accrued purchases of property and equipment	$96	$95

See accompanying notes to unaudited condensed consolidated financial statements.

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AgroFresh Solutions, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business

AgroFresh Solutions, Inc. (the “Company”) is aan agriculture technology innovator and global leader ~~in delivering innovative~~with a mission to prevent food ~~preservation~~loss and waste ~~prevention~~and conserve the planet’s resources by providing a range of science-based solutions, ~~for~~data-driven digital technologies and high-touch customer services. The Company supports growers, packers and retailers with solutions across the food supply chain to enhance the quality and extend the shelf life of fresh produce. The Company ~~is empowering~~has 40 years of post-harvest experience across a broad range of crops, including revolutionizing the ~~food~~apple industry with ~~a range of integrated~~the SmartFresh™ Quality System more than 20 years ago. The AgroFresh platform is powered by the Company's comprehensive portfolio that includes plant-based coatings, equipment and proprietary solutions ~~designed~~that help improve the freshness supply chain from harvest to ~~help growers, packers and retailers improve produce freshness and quality while reducing waste.~~ the home.

The Company has an extensive portfolio of solutions to extend freshness across the produce supply chain from near-harvest up to the ~~point-of-sale.~~point-of sale. These include ~~Harvista~~TMHarvista™ for near-harvest optimization and the ~~SmartFresh~~TMSmartFresh™ Quality System, the Company's flagship post-harvest freshness solutions. Additional post-harvest freshness solutions include fungicides that can be applied to meet various customer operational requirements in both foggable (ActiMist™) and liquid (ActiSeal™) delivery options. The Company has a controlling interest in AgroFresh Fruit Protection S.A. ("AgroFresh Fruit Protection") (formerly Tecnidex Fruit Protection, S.A. ~~(“Tecnidex”~~), a leading regional provider of post-harvest fungicides, disinfectants, coatings and packinghouse equipment for the citrus ~~market and other crops.~~ market. Beyond apples and pears, SmartFresh technology can provide ready-to-eat freshness for other fruits and vegetables including avocados, bananas, melons, tomatoes, broccoli and mangos. ~~Additionally, LandSpring~~TM ~~eases transplant shock for higher potential yields, and RipeLock~~TM ~~is the Company's modified atmosphere packaging technology for fruits and vegetables.~~ The Company has key products registered in approximately 50 countries, and supports customers by protecting over 25,000 storage rooms globally.

The end-markets that the Company serves are seasonal and are generally aligned with the seasonal growing patterns of the Company’s customers. For those customers growing, harvesting or storing apples and pears, the Company’s core crops, the peak season in the southern hemisphere is the first and second quarters of each year, while the peak season in the northern hemisphere is the third and fourth quarters of each year. Within each half-year period (i.e., January through June for the southern hemisphere, and July through December for the northern hemisphere) the growing season has historically occurred during both quarters. A variety of factors, including weather, may affect the timing of the growing, harvesting and storing patterns of the Company’s customers and therefore shift the consumption of the Company’s services and products between the first and second quarters primarily in the southern hemisphere or between the third and fourth quarters primarily in the northern hemisphere.

2. Basis of Presentation and Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. These financial statements include all adjustments that are necessary for a fair presentation of the Company's condensed consolidated results of operations, financial condition and cash flows for the periods shown, including normal, recurring accruals and other items. The condensed consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year. For additional information, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, ~~2020.~~2021. Certain prior period amounts have been reclassified to conform to the current year presentation.

COVID-19

The global health crisis caused by COVID-19 and the related government actions and stay at home orders have negatively impacted economic activity and increased political instability across the globe. The outbreak could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown. There have been numerous obstacles presented and some localized financial impacts of the pandemic, including fluctuations in foreign currency exchange rates and customer demand and spending pattern changes. During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, the COVID-19 pandemic did not have a significant adverse impact on the Company’s results of operations. While ~~we are~~the Company is following the requirements of governmental authorities and taking additional preventative and protective measures to ensure the safety of ~~our~~its workforce, including remote working arrangements and varying procedures for essential workforce, the outbreak presents some uncertainty and risk with respect to the Company and its performance and financial results.

Adoption of Highly Inflationary Accounting in Argentina

GAAP requires the use of highly inflationary accounting for countries whose cumulative three-year inflation rate exceeds 100 percent. The Company closely monitors the inflation data and currency volatility in Argentina, where there are multiple data

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sources for measuring and reporting inflation. In the second quarter of 2018, the Argentine peso rapidly devalued relative to the U.S. dollar, which along with increased inflation, indicated that the three-year cumulative inflation rate in that country exceeded 100 percent as of June 30, 2018. As a result, the Company elected to adopt highly inflationary accounting as of July 1, 2018 for its subsidiary in Argentina. Under highly inflationary accounting, the functional currency of the Company's subsidiary in Argentina became the U.S. dollar, and its income statement and balance sheet will be measured in U.S. dollars using both current and

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historical rates of exchange. The effect of changes in exchange rates on Argentine peso-denominated monetary assets and liabilities ~~will be~~are reflected in earnings. As the three-year cumulative inflation rate exceeded 100 percent as of ~~June 30, 2021,~~March 31, 2022, there is no change to highly inflationary accounting. As of ~~June 30, 2021,~~March 31, 2022, the Company’s subsidiary in Argentina had net assets of ($~~4.5)~~8.7) million. Net sales attributable to Argentina were approximately 8%10.5% and 11% of the Company’s consolidated net sales for ~~each of~~ the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively.

Disaggregation of Revenue

The Company disaggregates revenue from contracts with customers into geographic region, product and timing of transfer of goods and services. The Company determined that disaggregating revenue into these categories achieves the disclosure objective of depicting how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

Revenues for the three months ended ~~June 30, 2021~~March 31, 2022


(in thousands)	(in thousands)						(in thousands)
Region	Region	North America (1)	EMEA (2)	Latin America (3)	Asia Pacific (4)	Total Revenues	Region	North America (1)	EMEA (2)	Latin America (3)	Asia Pacific (4)	Total Revenues
Product	Product						Product
1-MCP based	1-MCP based	$580	$5,434	$5,623	$5,212	$16,849	1-MCP based	$1,531	$6,567	$16,539	$6,114	$30,751
Fungicides, disinfectants and coatings	Fungicides, disinfectants and coatings	0	3,317	999	0	4,316	Fungicides, disinfectants and coatings	—	5,853	2,120	—	7,973
Other*	Other*	235	74	350	100	759	Other*	314	398	384	69	1,165
		$815	$8,825	$6,972	$5,312	$21,924		$1,845	$12,818	$19,043	$6,183	$39,889

Pattern of Revenue Recognition	Pattern of Revenue Recognition						Pattern of Revenue Recognition
Products transferred at a point in time	Products transferred at a point in time	$588	$8,755	$6,725	$5,218	$21,286	Products transferred at a point in time	$1,656	$12,431	$18,935	$6,140	$39,162
Services transferred over time	Services transferred over time	227	70	247	94	638	Services transferred over time	189	387	108	43	727
		$815	$8,825	$6,972	$5,312	$21,924		$1,845	$12,818	$19,043	$6,183	$39,889

Revenues for the three months ended ~~June 30, 2020~~March 31, 2021
(in thousands)
Region North America
(1) EMEA
(2) Latin America
(3) Asia Pacific
(4) Total Revenues
Product
1-MCP based $1,581 $2,997 $5,790 $5,558 $15,926
Fungicides, disinfectants and coatings 0 2,766 581 0 3,347
Other* 90 146 373 100 709
$1,671 $5,909 $6,744 $5,658 $19,982
Pattern of Revenue Recognition
Products transferred at a point in time $1,579 $5,763 $6,479 $5,558 $19,379
Services transferred over time 92 146 265 100 603
$1,671 $5,909 $6,744 $5,658 $19,982

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~~Revenues for the six months ended June 30, 2021~~

(in thousands)
Region North America
(1) EMEA
(2) Latin America
(3) Asia Pacific
(4) Total Revenues
Product
1-MCP based $2,344 $10,796 $24,364 $11,176 $48,680
Fungicides, disinfectants and coatings 14 7,863 2,546 0 10,423
Other* 391 473 801 148 1,813
$2,749 $19,132 $27,711 $11,324 $60,916
Pattern of Revenue Recognition
Products transferred at a point in time $2,355 $18,663 $27,352 $11,191 $59,561
Services transferred over time 394 469 359 133 1,355
$2,749 $19,132 $27,711 $11,324 $60,916

~~Revenues for the six months ended June 30, 2020~~


(in thousands)	(in thousands)						(in thousands)
Region	Region	North America (1)	EMEA (2)	Latin America (3)	Asia Pacific (4)	Total Revenues	Region	North America (1)	EMEA (2)	Latin America (3)	Asia Pacific (4)	Total Revenues
Product	Product						Product
1-MCP based	1-MCP based	$2,142	$8,317	$22,372	$10,373	$43,204	1-MCP based	$1,764	$5,362	$18,741	$5,963	$31,830
Fungicides, disinfectants and coatings	Fungicides, disinfectants and coatings	0	6,639	1,175	0	7,814	Fungicides, disinfectants and coatings	14	4,546	1,547	—	6,107
Other*	Other*	532	585	728	142	1,987	Other*	156	400	451	48	1,055
		$2,674	$15,541	$24,275	$10,515	$53,005		$1,934	$10,308	$20,739	$6,011	$38,992

Pattern of Revenue Recognition	Pattern of Revenue Recognition						Pattern of Revenue Recognition
Products transferred at a point in time	Products transferred at a point in time	$2,160	$14,966	$23,918	$10,373	$51,417	Products transferred at a point in time	$1,767	$9,908	$20,627	$5,972	$38,274
Services transferred over time	Services transferred over time	514	575	357	142	1,588	Services transferred over time	167	400	112	39	718
		$2,674	$15,541	$24,275	$10,515	$53,005		$1,934	$10,308	$20,739	$6,011	$38,992

*Other includes FreshCloud, technical services and sales-type equipment leases related to ~~Tecnidex.~~AgroFresh Fruit Protection.

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(1)			North America includes the United States and Canada.
(2)			EMEA includes Europe, the Middle East and Africa.
(3)			Latin America includes Argentina, Brazil, Chile, Costa Rica, Colombia, Dominican Republic, Ecuador, Guatemala, Mexico, Peru and Uruguay.

(4)			Asia Pacific includes Australia, China, India, Japan, New Zealand, the Philippines, South Korea, Taiwan and Thailand.

Contract Assets and Liabilities

Accounting Standards Codification ("ASC") 606 Revenue from contracts with Customers requires an entity to present a revenue contract as a contract asset when the entity performs its obligations under the contract by transferring goods or services to a customer before the customer pays consideration or before payment is due. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or an entity has a right to an amount of consideration that is unconditional (e.g., receivable), before the entity transfers a good or service to the customer. The following

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table presents changes in the Company’s contract assets and liabilities during the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 and the year ended December 31, ~~2020:~~2021:


(in thousands)	(in thousands)	Balance at January 1, 2021	Additions	Deductions	Balance at June 30, 2021	(in thousands)	Balance at December 31, 2021	Additions	Deductions	Balance at March 31, 2022
Contract assets:	Contract assets:					Contract assets:
Unbilled revenue	Unbilled revenue	$1,484	7,331	(7,667)	$1,148	Unbilled revenue	$795	4,244	(2,587)	$2,452
Contract liabilities:	Contract liabilities:					Contract liabilities:
Deferred revenue	Deferred revenue	$1,474	2,762	(3,349)	$887	Deferred revenue	$635	1,766	(702)	$1,699


(in thousands)	(in thousands)	Balance at January 1, 2020	Additions	Deductions	Balance at December 31, 2020	(in thousands)	Balance at December 31, 2020	Additions	Deductions	Balance at December 31, 2021
Contract assets:	Contract assets:					Contract assets:
Unbilled revenue	Unbilled revenue	$1,666	13,624	(13,806)	$1,484	Unbilled revenue	$1,484	17,617	(18,306)	$795
Contract liabilities:	Contract liabilities:					Contract liabilities:
Deferred revenue	Deferred revenue	$1,175	5,348	(5,049)	$1,474	Deferred revenue	$1,474	4,123	(4,962)	$635

The Company recognizes contract assets in the form of unbilled revenue in instances where services are performed by the Company but not billed by period end. The Company recognizes contract liabilities in the form of deferred revenue in instances where a customer pays in advance for future services to be performed by the Company. The Company generally receives payments from its customers based on standard terms and conditions. No significant changes or impairment losses occurred to contract balances during the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. Amounts reclassified from unbilled revenue to accounts receivable for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 and for the year ended December 31, ~~2020~~2021 were ~~$7.7~~$2.6 million and ~~$13.8~~$18.3 million, respectively. Amounts reclassified from deferred revenue to revenue for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 and for the year ended December 31, ~~2020~~2021 were ~~$3.3~~$0.7 million and $5.0 million, respectively.

Recently Issued Accounting Standards and Pronouncements

In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2017-04, "Intangibles - Goodwill and Other", which simplifies the test for goodwill impairment. The guidance is effective for the Company beginning in the first quarter of fiscal year 2020. The Company adopted this standard on January 1, 2020. The adoption of this standard did not have a material impact on the condensed consolidated financial statements of the Company.

~~In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments”, which introduces a new~~

current expense credit loss model to measure impairment on certain types of financial instruments. This update requires an entity to use a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. In addition, the FASB issued various amendments during 2018 and 2019 to clarify the provisions of ASU 2016-13. The standard was effective for fiscal years beginning January 1, 2020, including interim periods. The Company adopted the new guidance on January 1, 2020. The adoption of this standard did not have a material impact on the condensed consolidated financial statements of the Company.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which is part of the FASB disclosure framework project to improve the effectiveness of disclosures in the notes to the financial statements. The amendments in the new guidance remove, modify and add

certain disclosure requirements related to fair value measurements covered in Topic 820, "Fair Value Measurement". The new standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted the new guidance on January 1, 2020. The adoption of this standard did not have a material impact on the notes to condensed consolidated financial statements of the Company.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income ~~Taxes.~~Taxes. The amendments simplify the accounting for income taxes by removing certain exceptions to the general principles of Topic 740, "Income Taxes" and also improve consistent application by clarifying and amending existing guidance. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted the new guidance on January 1, 2021. The adoption of the new guidance did not have a material impact on the condensed consolidated financial statements of the Company.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial ~~Reporting.~~Reporting. The amendments provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria

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are met. The amendments are intended to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. The new standard is effective on a date selected by the Company between March 12, 2020 and December 31, 2022. The Company is currently evaluating the impact of adopting this guidance.

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3. Related Party Transactions

On June 13, 2020, in connection with the execution of the Investment Agreement (as defined in Note ~~15-~~15 - Series B Convertible Preferred Stock and Stockholders’ Equity), the Company, PSP AGFS Holdings, L.P. ~~(the “Investor”~~(“PSP”) and Rohm and Haas Company ("R&H") entered into a side agreement, pursuant to which the parties agreed that if ~~the Investor~~PSP or its affiliates has the right to designate at least 50% of the total directors on the Company’s board of directors pursuant to the Investment Agreement, so long as R&H or its affiliates beneficially owns at least 20% of the Company’s outstanding common stock (on a fully diluted, “as converted” basis), the Company and the board of directors will increase the size of the board of directors by ~~one~~1 member and the board will elect a designee selected by R&H to fill the newly-created vacancy. Such right is in addition to any right that R&H has to appoint a member of the board pursuant to its ownership of the Company’s Series A preferred stock (see Note ~~15-~~15 - Series B Convertible Preferred Stock and Stockholders’ Equity).

During 2016, the Company made a minority investment in RipeLocker, LLC ("RipeLocker"), a company led by George Lobisser who was formerly a director of the Company. In February 2019, the Company made a further minority investment in RipeLocker. As of and for the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, there were 0no material amounts paid or owed to RipeLocker or Mr. Lobisser. Mr. Lobisser resigned as a director of the Company on February 18, 2021.

4. Inventories

Inventories at ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 consisted of the following:


(in thousands)	(in thousands)	June 30, 2021	December 31, 2020	(in thousands)	March 31, 2022	December 31, 2021
Raw material	Raw material	$3,077	$3,100	Raw material	$3,237	$2,726
Work-in-process	Work-in-process	5,542	7,079	Work-in-process	4,956	3,746
Finished goods	Finished goods	14,362	13,288	Finished goods	13,219	12,520
Supplies	Supplies	792	1,112	Supplies	945	788
Total inventories	Total inventories	$23,773	$24,579	Total inventories	$22,357	$19,780

5. Other Current Assets

The Company's other current assets at ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 consisted of the following:


(in thousands)	(in thousands)	June 30, 2021	December 31, 2020	(in thousands)	March 31, 2022	December 31, 2021
VAT receivable	VAT receivable	$11,192	$9,348	VAT receivable	$12,371	$10,220
Income tax receivable	Income tax receivable	7,072	4,716	Income tax receivable	7,461	6,256
Prepaid and other current assets	Prepaid and other current assets	2,044	3,155	Prepaid and other current assets	3,717	3,402
Total other current assets	Total other current assets	$20,308	$17,219	Total other current assets	$23,549	$19,878

6. Property and Equipment

Property and equipment at ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 consisted of the following:


(in thousands, except for useful life data)	(in thousands, except for useful life data)	Useful life (years)	June 30, 2021	December 31, 2020	(in thousands, except for useful life data)	Useful life (years)	March 31, 2022	December 31, 2021
Buildings and leasehold improvements	Buildings and leasehold improvements	7-20	$7,036	$6,416	Buildings and leasehold improvements	7-20	$7,275	$6,967
Machinery & equipment	Machinery & equipment	1-12	12,328	11,981	Machinery & equipment	1-12	13,805	13,158
Furniture	Furniture	1-12	2,997	3,031	Furniture	1-12	2,942	2,927
Construction in progress	Construction in progress		1,097	1,146	Construction in progress		1,196	1,780
			23,458	22,574			25,218	24,832
Less: accumulated depreciation	Less: accumulated depreciation		(11,835)	(10,142)	Less: accumulated depreciation		(13,519)	(12,846)
Total property and equipment, net	Total property and equipment, net		$11,623	$12,432	Total property and equipment, net		$11,699	$11,986

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Depreciation expense was $0.7 million ~~and $0.6 million~~ for each of the three months ended ~~June 30, 2021~~March 31, 2022 and ~~2020, respectively and $1.3 million for each of the six months ended June 30, 2021 and 2020.~~2021. Depreciation expense is recorded in cost of sales, selling, general and administrative expense and research and development expense in the unaudited condensed consolidated statements of operations.

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7. Goodwill and Intangible Assets

Changes in the carrying amount of goodwill for the ~~six months~~year ended ~~June 30,~~December 31, 2021 were as follows:


(in thousands)						December 31, 2021
Beginning balance						$6,925
Foreign currency translation						(545)
Impairment of goodwill						(6,380)
Ending balance						$—

As a result of the operating segment realignment discussed in Note 19 - Segment Information, the composition of the Company's reporting units for the evaluation of goodwill impairment has changed. Historically, the Company's reporting units were identified at the operating segment level, which consisted of AgroFresh Core and AgroFresh Fruit Protection and all of the Company's goodwill was assigned to the AgroFresh Fruit Protection reporting unit. Effective December 31, 2021, the Company concluded that it has 1 operating segment and 1 reporting unit, which resulted in the reassignment of its goodwill to its stand-alone reporting unit. Prior to the change, the Company tested goodwill for impairment at the previous reporting unit, which did not result in any impairment charge. Based upon the Company's impairment assessment at the new reporting unit (consolidated AgroFresh), the Company determined the carrying amount of the consolidated entity exceeded its fair value. As a result, the Company recorded $6.4 million in goodwill impairment charges during the year ended December 31, ~~2020 were as follows:~~
(in thousands) June 30, 2021 December 31, 2020
Beginning balance $6,925 $6,323
Foreign currency translation
(210) 602
Ending balance $6,715 $6,925
2021.

The Company’s intangible assets at ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 consisted of the following:


		June 30, 2021			December 31, 2020			March 31, 2022					December 31, 2021
(in thousands)	(in thousands)	Gross Carrying Amount	Accumulated Amortization	Net		Gross Carrying Amount	Accumulated Amortization		Net	(in thousands)	Gross Carrying Amount	Accumulated Amortization		Net	Gross Carrying Amount	Accumulated Amortization	Net
Other intangible assets:
Intangible assets with finite lives:										Intangible assets with finite lives:
Developed technology	Developed technology	$798,253	($274,345)	$523,908		$798,260	($254,629)		$543,631	Developed technology	$798,640	($303,707)		$494,933	$798,669	($293,920)	$504,749
Customer relationships										Customer relationships	19,583	(7,242)		12,341	19,778	(6,948)	12,830
Software										Software	11,175	(10,386)		789	10,992	(10,235)	757
Trade name										Trade name	3,576	(1,073)		2,503	3,635	(727)	2,908
Other										Other	100	(96)		4	100	(92)	8
Total intangible assets with finite lives										Total intangible assets with finite lives	833,074	(322,504)		510,570	833,174	(311,922)	521,252
Intangible assets with indefinite lives:										Intangible assets with indefinite lives:
Trade name	Trade name	27,222	—	27,222		27,343	—		27,343	Trade name	23,400	—		23,400	23,400	—	23,400
Service provider network	Service provider network	2,000	—	2,000		2,000	—		2,000	Service provider network	2,000	—		2,000	2,000	—	2,000
Customer relationships		18,731	(4,758)	13,973		19,072	(4,042)		15,030
Software		11,342	(10,407)	935		10,865	(9,693)		1,172
Other		100	(83)	17		100	(75)		25
Total intangible assets with indefinite lives										Total intangible assets with indefinite lives	25,400	—		25,400	25,400	—	25,400
Total intangible assets	Total intangible assets	$857,648	($289,593)	$568,055		$857,640	($268,439)		$589,201	Total intangible assets	$858,474	($322,504)		$535,970	$858,574	($311,922)	$546,652

At ~~June 30, 2021,~~March 31, 2022, the weighted-average amortization periods remaining for developed technology, customer relationships, software, trade name and other was ~~14.0, 11.5, 1.9,~~13.2, 11.3, 2.2, 1.8 and ~~1.0~~0.3 years, respectively, and the weighted-average amortization periods remaining for these finite-lived intangible assets was ~~13.9~~13.1 years.

Estimated annual amortization expense for finite-lived intangible assets subsequent to ~~June 30, 2021~~March 31, 2022 is as follows:
(in thousands) Amount
2021 (remaining) $20,778
2022 41,054
2023 40,931
2024 40,812
2025 40,729
Thereafter 354,529
Total $538,833

Amortization expense for intangible assets was $10.5 million and $10.9 million for the three months ended June 30, 2021 and 2020, respectively and $21.3 million and $21.9 million for the six months ended June 30, 2021 and 2020, respectively.


(in thousands)			Amount
2022 (remaining)			$31,783
2023			42,329
2024			40,729
2025			40,525
2026			40,286
Thereafter			314,918
Total			$510,570

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Amortization expense for intangible assets was $10.7 million and $10.8 million for the three months ended March 31, 2022 and 2021, respectively.

8. Other Assets

The Company’s other assets at ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 consisted of the following:

(in thousands) June 30, 2021 December 31, 2020
Right-of-use asset $5,283 $6,184
Long term sales-type lease receivable 2,583 2,821
Other long term receivable 3,323 3,489
Total other assets $11,189 $12,494


(in thousands)	March 31, 2022	December 31, 2021
Right-of-use asset	$7,831	$6,258
Long-term sales-type lease receivable	2,892	2,860
Other long-term receivable	2,169	2,288
Total other assets	$12,892	$11,406

Other long-term receivable of $0.8 million was deemed uncollectible and was written off to other expense during the year ended December 31, 2021.

9. Accrued and Other Current Liabilities

The Company’s accrued and other current liabilities at ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 consisted of the following:

(in thousands) June 30, 2021 December 31, 2020
Accrued compensation and benefits $7,382 $7,778
Accrued taxes 6,665 6,649
Lease liability 1,610 1,708
Deferred revenue 887 1,474
Accrued rebates payable 221 390
Insurance premium financing payable 0 695
Severance 1,297 598
Accrued interest 76 83
Other 3,972 6,601
Total accrued and other current liabilities $22,110 $25,976


(in thousands)	March 31, 2022	December 31, 2021
Accrued taxes	$10,491	$8,267
Accrued compensation and benefits	6,622	8,227
Bank overdraft	2,274	1,612
Deferred revenue	1,699	635
Lease liability	1,400	1,624
Accrued rebates payable	887	756
Severance	383	1,259
Accrued interest	74	72
Other	3,447	4,542
Total accrued and other current liabilities	$27,277	$26,994

Other current liabilities include primarily professional services ~~litigation~~ and research and development accruals.

10. Debt

The Company’s debt, net of unamortized deferred issuance costs, at ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 consisted of the following:


(in thousands)	(in thousands)	June 30, 2021	December 31, 2020	(in thousands)	March 31, 2022	December 31, 2021
Total term loan outstanding	Total term loan outstanding	$263,876	$274,313	Total term loan outstanding	$261,813	$262,501
Unamortized deferred issuance costs	Unamortized deferred issuance costs	(7,387)	(8,588)	Unamortized deferred issuance costs	(5,955)	(6,434)
Tecnidex loan outstanding		1,852	2,144
AgroFresh Fruit Protection loan outstanding				AgroFresh Fruit Protection loan outstanding	1,327	1,489
Less: Amounts due within one year	Less: Amounts due within one year	3,470	3,378	Less: Amounts due within one year	3,378	3,362
Total long-term debt due after one year	Total long-term debt due after one year	$254,871	$264,491	Total long-term debt due after one year	$253,807	$254,194

Amended Credit Facility

On July 27, 2020, the Company completed a comprehensive refinancing (the “Refinancing”) by (i) entering into an Amended and Restated Credit Agreement (the “Amended Credit Agreement”) with the other loan parties party thereto, Bank of Montreal, as administrative agent and the lenders party thereto, and (ii) consummating the transactions contemplated by the Investment Agreement (as defined and described in Note 15 – Series B Convertible Preferred Stock and Stockholders’ Equity). The Amended

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Credit Agreement amends and restates in its entirety the ~~Prior~~ Credit ~~Facility (defined below).~~Agreement a subsidiary of the Company had with Bank of Montreal that was entered into on July 31, 2015.

The Amended Credit Agreement provides for a $25.0 million revolving credit facility (the “Amended Revolving Loan”), which matures on June 30, 2024, and a $275.0 million term credit facility (the “Amended Term Loan” and, together with the Amended Revolving Loan, the “Amended Credit Facility”), which matures on December 31, 2024. The Amended Credit Facility includes a $5.0 million swingline commitment and a $10.0 million letter of credit sub-limit. Loans under the Amended Term Loan bear interest at a rate equal to, at the Company’s option, either the Adjusted Eurodollar Rate for the interest period in effect for such borrowing plus an Applicable Rate of 6.25% per annum, or the Alternate Base Rate plus an Applicable Rate of 5.25% per annum. Loans under the Amended Revolving Loan bear interest at a rate equal to, at the Company’s option, the Adjusted Eurodollar Rate

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for the interest period in effect for such borrowing plus the Applicable Rate ranging from 6.25% to 6.0% per annum, based on certain ratios. The interest rate was 7.25% for the three ~~and six~~ months ended ~~June 30, 2021.~~March 31, 2022. The Company is also required to pay a commitment fee on the unused portion of the Amended Revolving Loan at a rate ranging from 0.5% to 0.375%, based on certain ratios. The Company is required to make mandatory prepayments of outstanding indebtedness under the Amended Credit Agreement under certain circumstances. During the three months ended March 31, 2021, a prepayment of principal of $9.1 million was made.

The obligations of AgroFresh Inc., a wholly-owned subsidiary of the Company and the borrower under the Amended Credit Facility, are initially guaranteed by the Company and the Company’s wholly-owned subsidiary, AF Solutions Holdings LLC (together with AgroFresh Inc. and the Company, the “Loan Parties”) and may in the future be guaranteed by certain other domestic subsidiaries of the Company. The obligations of the Loan Parties under the Amended Credit Agreement and other loan documents are secured, subject to customary permitted liens and other agreed upon exceptions, by a perfected security interest in all tangible and intangible assets of the Loan Parties, except for certain excluded assets, and equity interests of certain foreign subsidiaries of the Loan Parties held by the Loan Parties (subject to certain exclusions and limitations).

The Refinancing was deemed a partial extinguishment of the Term Loan (as defined below) under ASC Topic No. 470-50, ��Debt – Modifications and Extinguishments” (Topic No. 470), whereby $107.1 million of the $403.8 million outstanding at the time of the Refinancing was deemed an extinguishment and $296.7 million was deemed a modification of debt. As such, unamortized deferred issuance costs related to the extinguishment of $0.7 million were written off in debt modification and extinguishment expenses and the remaining $1.9 million was deferred and amortized over the term of the Amended Term Loan.

In connection with the Amended Term Loan, expenses incurred related to existing lenders of $4.4 million were recognized in debt modification and extinguishment expenses. Expenses to new lenders of $1.1 million were deferred and amortized over the term of the Amended Term Loan along with $6.4 million of lender fees and issue discounts.

In total, the Company deferred debt issuance costs of $7.5 million related to the Amended Term Loan, $1.9 million related to the modification of the Term Loan and $0.5 million related to the Amended Revolving Loan. The debt issuance costs associated with the Amended Term Loan were capitalized against the principal balance of the debt, and the Amended Revolving Loan costs were capitalized in Other Assets. All issuance costs will be accreted through interest expense using the effective interest method for the duration of each respective debt facility. The interest expense related to the amortization of the Amended Credit Facility debt issuance costs during each of the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 was $0.5 ~~million and $0.9~~ million. As of ~~June 30, 2021~~March 31, 2022, there were ~~$7.4~~$6.0 million of unamortized deferred issuance costs.

At ~~June 30, 2021,~~March 31, 2022, there was ~~$263.9~~$261.8 million outstanding under the Amended Term Loan and 0no balance outstanding under the Amended Revolving Loan. ~~Due to the prepayment, an additional $0.3 million of deferred financing costs were expensed based on the portion of debt paid.~~ At ~~June 30, 2021,~~March 31, 2022, the Company evaluated the amount recorded under the Amended Term Loan and determined that the fair value was approximately ~~$264.9~~$260.5 million. The fair value of the debt is based on quoted inactive market prices and is therefore classified as Level 2 within the valuation hierarchy.

Certain restrictive covenants are contained in the Amended Credit Agreement, and the Company was in compliance with these covenants as of ~~June 30, 2021.~~March 31, 2022.

~~Prior Credit Facility~~AgroFresh Fruit Protection Debt

On ~~July 31, 2015 (the "Closing Date"), the Company consummated a business combination (the "Business Combination"), by and between the Company and The Dow Chemical Company ("Dow),~~March 23, 2020, AgroFresh Inc. as the borrower and AF Solutions Holdings LLC as the guarantor, entered into a Credit Agreement with Bank of Montreal, as administrative agent (as subsequently amended prior to the Refinancing, the “Prior Credit Facility”). The Prior Credit Facility consisted of a $425.0 million term loan (the “Term Loan”), with an amortization equal to 1.00% per year, and a revolving loan facility (the “Revolving Loan”). The net proceeds of the Term Loan were used to fund a portion of the purchase price payable to Dow in connection with the Business Combination.

The Revolving Loan included a $10.0 million letter-of-credit sub-facility, issuances against which reduced the available capacity for borrowing. The Term Loan had a scheduled maturity date of July 31, 2021. As discussed above, the Prior Credit Facility was refinanced on July 27, 2020, and there were 0 amounts outstanding as of June 30, 2021. The interest rates on borrowings under the Prior Credit Facility were either the alternate base rate plus 3.75% or LIBOR plus 4.75% per annum, with a 1.00% LIBOR floor (with step-downs in respect of borrowings under the Revolving Loan dependent upon the achievement of certain financial ratios).

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against the principal balance of the debt, and the Revolving Loan costs were capitalized in Other Assets. The interest expense related to the amortization of the Term Loan debt issuance costs during the three and six months ended June 30, 2020 was approximately $0.6 million, and $1.2 million, respectively.

~~Tecnidex Debt~~

~~In March 2020, Tecnidex~~Fruit Protection entered into a €1.0 million loan agreement with Banco Santander, S.A., which provides funding through March 2023 at a 1.5% interest rate. In May 2020, ~~Tecnidex~~AgroFresh Fruit Protection entered into a €0.3 million loan agreement with BBVA, which provides funding through May 2025 at a 2.2% interest rate. In July 2020, ~~Tecnidex~~AgroFresh Fruit Protection entered into a €0.6 million loan agreement with Banco Santander, S.A., which provides funding through July 2025 at a 2.5% interest rate.

Scheduled principal repayments of the Company's debt subsequent to ~~June 30, 2021~~March 31, 2022 are as follows:

(in thousands) Amount
2021 (remaining) $1,744
2022 3,453
2023 3,136
2024 257,267
2025 128
Total $265,728

~~Interest Rate Swap~~

The Company entered into an interest rate swap contract in August 2019 to hedge interest rate risk remaining outstanding with the Prior Credit Facility (which swap was rolled over to the Amended Credit Facility). During the three and six months ended June 30, 2020, an unrealized gain of $0.3 million and an unrealized loss of $0.7 million was recognized, respectively, in connection with this swap. The interest rate swap contract matured on December 31, 2020.

The Company entered into an interest rate swap contract in January 2018 to hedge interest rate risk associated with the Term Loan. The hedge was settled in September 2018 for $4.0 million, which was amortized through December 31, 2020, the remaining period of the original hedge.

~~PPP Loan~~

As part of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), the Company received a Paycheck Protection Program ("PPP") loan to offset eligible costs incurred during the period. Under the terms of the PPP, PPP loans and accrued interest are forgivable after twenty-four weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness would have been reduced if the borrower terminated employees or reduced salaries during the forgiveness period.

The Company used the entire loan proceeds to fund its eligible payroll expenses and mortgage interest, avoiding furlough of office employees. As a result, the Company believed that it had met the PPP eligibility criteria for forgiveness and concluded that the loan represents, in substance, a government grant that is expected to be forgiven. As such, in accordance with IAS 20 “Accounting for Government Grants and Disclosure of Government Assistance” the Company recognized the entire loan amount as Grant Income during the three months ended June 30, 2020. The full amount of this loan was forgiven during the three months ended June 30, 2021.


(in thousands)			Amount
2022 (remaining)			$2,527
2023			3,092
2024			257,242
2025			279
Total			$263,140

11. Leases

The Company enters into lease agreements for certain facilities and vehicles that are primarily used in the ordinary course of business. These leases are accounted for as operating leases, whereby lease expense is recognized on a straight-line basis over the term of the lease.

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Most leases include an option to extend or renew the lease term. The exercise of the renewal option is at the Company's discretion. The operating lease liability includes lease payments related to options to extend or renew the lease term if the Company is reasonably certain of exercising those options. The Company, in determining the present value of lease payments, uses the Company’s incremental secured borrowing rate commensurate with the term of the underlying lease.

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Lease expense is primarily included in general and administrative expenses in the unaudited condensed consolidated statements of operations. Additional information regarding the Company's operating leases is as follows:


		Three Months Ended June 30,		Six Months Ended June 30,			Three Months Ended March 31,
(in thousands)	(in thousands)	2021	2020	2021	2020	(in thousands)	2022	2021
Operating Lease Cost	Operating Lease Cost					Operating Lease Cost
Operating leases	Operating leases	$548	$648	$1,103	$1,254	Operating leases	$502	$555
Short-term leases (1)	Short-term leases (1)	224	89	414	176	Short-term leases (1)	87	190
Total lease expense	Total lease expense	$772	$737	$1,517	$1,430	Total lease expense	$589	$745

(1) Leases with an initial term of twelve months or less are not recorded on the balance sheet.

Other information on operating leases:


		Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022		2021
Cash payments included in operating cash flows	Cash payments included in operating cash flows	$1,145		$854		Cash payments included in operating cash flows	$487		$601
Right-of-use assets obtained in exchange for new lease	Right-of-use assets obtained in exchange for new lease	$242		$795		Right-of-use assets obtained in exchange for new lease	$2,757		$123
Weighted average discount rate	Weighted average discount rate	8.79	%	9.03	%	Weighted average discount rate	7.69	%	8.77	%
Weighted average remaining lease term in years	Weighted average remaining lease term in years	4.4 years		5.0 years		Weighted average remaining lease term in years	6.3 years		4.5 years

The following table presents the contractual maturities of the Company's lease liabilities as of ~~June 30, 2021.~~March 31, 2022.


(in thousands)	(in thousands)	Lease Liability	(in thousands)	Lease Liability
Remainder of 2021		$1,058
2022		1,864
Remainder of 2022			Remainder of 2022	$1,515
2023	2023	1,487	2023	1,748
2024	2024	782	2024	1,507
2025	2025	576	2025	1,326
2026			2026	1,226
Thereafter	Thereafter	1,182	Thereafter	2,879
Total undiscounted lease payments	Total undiscounted lease payments	6,949	Total undiscounted lease payments	10,201
Less: present value adjustment	Less: present value adjustment	1,467	Less: present value adjustment	2,092
Operating lease liability	Operating lease liability	$5,482	Operating lease liability	$8,109

12. Other Noncurrent Liabilities

The Company’s other noncurrent liabilities at ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 consisted of the following:


(in thousands)	(in thousands)	June 30, 2021	December 31, 2020	(in thousands)	March 31, 2022	December 31, 2021
Lease liability	Lease liability	$3,872	$4,650	Lease liability	$6,709	$4,790
Other (1)	Other (1)	1,819	1,782	Other (1)	1,409	1,466
Total other noncurrent liabilities	Total other noncurrent liabilities	$5,691	$6,432	Total other noncurrent liabilities	$8,118	$6,256

(1) Other noncurrent liabilities include long-term rebates and pension liabilities.

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13. Severance

Severance expense was ~~$1.5~~$0.1 million and ~~$0.1~~$0.02 million for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and $1.6 million and $0.1 million for the six months ended June 30, 2021 and 2020,~~ respectively. These amounts, which do not include stock compensation expense, were recorded in selling, general and administrative expense in the unaudited condensed consolidated statements of operations. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company had a$0.4 million and $1.3 million ~~and $0.6 million~~of severance liability, respectively.

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14. Redeemable Non-Controlling Interest ("NCI")

On November 7, 2017, the Company entered into a definitive agreement to acquire a controlling-interest in ~~Tecnidex.~~AgroFresh Fruit Protection. The transaction was closed on December 1, 2017. At the effective date of the acquisition, the Company acquired 75% of the outstanding capital stock of ~~Tecnidex.~~AgroFresh Fruit Protection. In connection with the acquisition of ~~Tecnidex,~~AgroFresh Fruit Protection, the Company concurrently entered into option agreements ("Option Agreement") with the Seller related to the remaining 25% equity interest. The Option Agreement permits the residual interest to be "put" by the Seller to the Company, or to allow the Company to "call" the residual interest gradually over time as outlined in the agreement. The Seller's ownership of ~~Tecnidex~~AgroFresh Fruit Protection represents a ~~non-controlling interest ("NCI")~~NCI to the Company, which is classified outside of stockholders' equity as the option of the Seller is redeemable. As of ~~June 30, 2021~~March 31, 2022 the carrying amount of the NCI was ~~$8.2~~$7.7 million in the unaudited condensed consolidated balance sheet. Any changes in the redemption value of the NCI are included as an adjustment to Additional paid-in capital on the balance sheet.

The following table summarizes the changes to the Company's ~~Redeemable non-controlling interest.~~redeemable NCI.


(in thousands)	(in thousands)	June 30, 2021	December 31, 2020	(in thousands)	March 31, 2022	December 31, 2021
Beginning balance	Beginning balance	($8,446)	($7,701)	Beginning balance	($7,787)	($8,446)
Net loss attributable to redeemable non-controlling interest	Net loss attributable to redeemable non-controlling interest	497	394	Net loss attributable to redeemable non-controlling interest	82	2,258
Adjustment of NCI to redemption value	Adjustment of NCI to redemption value	(238)	(1,139)	Adjustment of NCI to redemption value	—	(1,599)
Ending balance	Ending balance	($8,187)	($8,446)	Ending balance	($7,705)	($7,787)

15. Series B Convertible Preferred Stock and Stockholders’ Equity

Series B Convertible Preferred Stock

On June 13, 2020, the Company entered into an Investment Agreement (the “Investment Agreement”) with ~~the Investor,~~PSP, an affiliate of Paine Schwartz Partners, LLC, ~~(“PSP”),~~ pursuant to which, subject to certain closing conditions, ~~the Investor~~PSP agreed to purchase in a private placement an aggregate of $150,000,000 of convertible preferred equity of the Company. The transaction closed on July 27, 2020 (the "Closing Date"), and a total of 150,000 shares of the Company’s newly-designated Series B-1 Convertible Preferred Stock, par value $0.0001 per share (the “Series B-1 Preferred Stock”), were purchased in such transaction (the “Private Placement”). On September 22, 2020, following the approval of the transactions contemplated by the Investment Agreement by the necessary regulatory body, the Company issued to ~~the Investor,~~PSP, for no additional consideration, a total of 150,000 shares of the Company’s newly-designated Series B-2 Convertible Preferred Stock, par value $0.0001 per share (the “Series B-2 Preferred Stock”). On September 25, 2020 (the "Exchange Date"), ~~the Investor~~PSP elected to exchange the shares of the Company’s Series B-1 Convertible Preferred Stock and Series B-2 Preferred Stock held by it for a total of 150,000 shares of the Company’s newly-designated Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”). Accordingly, effective as of the Exchange Date, the Company issued 150,000 shares of Series B Convertible Preferred Stock, par value $0.0001 per share, to ~~the Investor~~PSP and all of the shares of Series B-1 Preferred Stock and Series B-2 Preferred Stock held by ~~the Investor~~PSP were cancelled. ~~NaN~~No shares of Series B-1 Preferred Stock or Series B-2 Preferred Stock ~~are~~were outstanding as of ~~June 30, 2021.~~March 31, 2022.

The Series B Preferred Stock ranks senior to the shares of the Company’s common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Series B Preferred Stock has a liquidation preference of $1,000 per share (the “Stated Value”). Holders of the Series B Preferred Stock are entitled to a cumulative dividend at a rate of 16% per annum, of which 50% iswas payable in cash and 50% iswas payable in kind until the first anniversary of the Closing Date, after which 50% ~~will be~~is payable in cash, 37.5% ~~will be~~is payable in kind, and the remaining 12.5% ~~will be~~is payable in cash or in kind, at the Company’s option, subject in each case to adjustment under certain circumstances. Dividends on the Series B Preferred Stock are cumulative and payable quarterly in arrears. All dividends that are paid in kind will accrete to, and increase, the Stated Value. The applicable dividend rate is subject to increase by 2% per annum during any period that the Company is in breach of certain provisions of the ~~applicable~~ Certificate of Designation of the Series B Preferred Stock. The Series B Preferred Stock has been classified as temporary equity as it may be contingently redeemable in the event of a change of control, which is outside of the Company's control.

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Associated with the Series B Preferred Stock, the Company paid dividends of ~~$3.3~~$2.4 million in kind and ~~$3.1~~$4.0 million in cash during the three months ended ~~June 30, 2021.~~March 31, 2022. The Company paid dividends of ~~$6.3~~$3.0 million in kind and ~~$6.1~~$3.0 million in cash during the ~~six~~three months ended ~~June 30, 2021. The Company paid 0 dividends during the three and six months ended June 30, 2020~~March 31, 2021 associated with the Series B Preferred Stock. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company had 0no accrued dividends.

The Series B Preferred Stock is convertible into Common Stock at the election of the holder at any time at an initial conversion price of $5.00 ~~(the “Conversion~~(“Conversion Price”). The Conversion Price is subject to customary adjustments, including for stock splits and

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other reorganizations affecting the Common Stock and pursuant to certain anti-dilution provisions for below market issuances. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the maximum number of shares of common stock that could be issued upon conversion of the outstanding shares of Series B Preferred Stock was ~~approximately 31.2~~32.7 million and ~~31.0~~32.2 million shares, respectively.

During the ~~six~~three months ended ~~June 30,~~March 31, 2021, the Company redeemed 4,954 shares of Series B Preferred Stock for $5.3 million. The below table outlines the change in Series B Preferred Stock during the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 and the year ended December 31, ~~2020.~~2021.


		Series B-1 Convertible Preferred Stock		Series B-2 Convertible Preferred Stock		Series B Convertible Preferred Stock			Series B Convertible Preferred Stock
(in thousands)	(in thousands)	Shares	Amount	Shares	Amount	Shares	Amount	(in thousands)		Shares	Amount
Balance at December 31, 2019		0	$0	0	$0	0	$0
Issuance of preferred stock		150	150,000	150	0
Exchange to Series B preferred stock		(150)	(150,000)	(150)	0	150	150,000
Issuance-related expenses		—	0	—	0	—	(11,516)
In kind dividend		—	0	—	0	—	5,244
Balance at December 31, 2020	Balance at December 31, 2020	0	0	0	0	150	143,728	Balance at December 31, 2020		150	$143,728
Redemption of shares	Redemption of shares	—	0	—	0	(5)	(5,330)	Redemption of shares		(5)	(5,330)
In kind dividend	In kind dividend	0	0	0	0	0	6,268	In kind dividend		—	10,988
Balance at June 30, 2021		0	$0	0	$0	145	$144,666
Balance at December 31, 2021								Balance at December 31, 2021		145	149,386
In kind dividend								In kind dividend		—	2,414
Balance at March 31, 2022								Balance at March 31, 2022		145	$151,800

In connection with the consummation of the Investment Agreement, the Company and ~~the Investor~~PSP entered into a Registration Rights Agreement ~~(the~~(as amended, the “Registration Rights Agreement”), dated as of July 27, 2020. The Registration Rights Agreement provides that the Company will use its commercially reasonable efforts to prepare and file a shelf registration statement with the SEC ~~no later than the first business day~~within 30 days following ~~January 27, 2022,~~a written request by PSP, and towill use its commercially reasonable efforts to cause such shelf registration statement to be declared effective as promptly as is reasonably practicable after its filing to permit the public resale of registrable securities covered by the Registration Rights Agreement. The registrable securities generally include any shares of the Company’s common stock into which the Series B Preferred Stock is convertible, and any other securities issued or issuable with respect to any such shares of common stock by way of share split, share dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise.

Common Stock

The authorized common stock of the Company consists of ~~400.0~~400 million shares with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to 1 vote for each share of common stock. As of ~~June 30, 2021,~~March 31, 2022, there were ~~52.1~~approximately 52.6 million shares of common stock outstanding.

~~Warrants~~

On July 31, 2020, all outstanding warrants, consisting of warrants to purchase 16.0 million shares of the Company’s common stock outstanding at a strike price of $11.50, expired. Of the 16.0 million warrants, 9.8 million were issued as part of the units sold in the Company's initial public offering in February 2014 (1.2 million warrants were subsequently repurchased during 2015) and 6.2 million warrants were sold in a private placement at the time of such public offering.

Series A Preferred Stock

~~In connection with and as a condition to the consummation of the Business Combination, the~~The Company ~~issued R&H~~has 1 share of Series A Preferred ~~Stock.~~Stock outstanding, which is owned by R&H. R&H, voting as a separate class, is entitled to appoint 1 director to the Company’s board of directors for so long as R&H beneficially holds 10% or more of the aggregate amount of the outstanding shares of common stock and non-voting common stock of the Company. The Series A Preferred Stock has no other rights.

~~ATM Facility~~

In December 2018, the Company filed a shelf registration statement (File No. 333-229002) (the “Form S-3 Shelf”) with the Securities and Exchange Commission, that became effective in February 2019. On June 25, 2020, the Company established an at-the-market offering facility (the “ATM Facility”) under the Form S-3 Shelf, with Virtu Americas LLC, acting as sales agent with

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support from H.C. Wainwright & Co and Roth Capital Partners. The Company’s board of directors approved sales of up to $30,000,000 maximum aggregate offering of the Company’s common stock under the ATM Facility. Effective as of August 7, 2020, the Company suspended sales under its ATM Facility, in light of the Company’s recent completion of the Refinancing and current market conditions. No sales were effected pursuant to the ATM Facility. Effective as of August 10, 2021, the ATM Facility was terminated, and no future issuances will occur under the ATM Facility.

16. Stock-based Compensation

The Company's ~~stock based~~stock-based compensation is in accordance with the Company's amended 2015 Incentive Compensation Plan (the “Plan”), pursuant to which the Compensation Committee of the Company is authorized to grant up to ~~7.2~~13.65 million shares to officers and employees of the Company, in the form of equity-based awards, including time or performance based options and restricted stock. In addition, the Company may grant cash-settled awards, including stock-appreciation rights (SARs) and phantom stock awards.

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In June 2019, the Company's shareholders approved the 2019 Employee Stock Purchase Plan (the "ESPP"), which was effective July 1, 2019. ~~500,000~~In August 2021, the number of shares ~~of common stock are~~ reserved for issuance under the ~~ESPP.~~ESPP was increased to 1.25 million. The ESPP allows eligible employees to purchase shares of common stock at a discount of up to 15% through payroll deductions of their eligible compensation, subject to any plan limitations. The ESPP provides for six-month offering periods beginning January 1 and July 1 of each year, and each offering period consists of a six-month purchase period. On each purchase date, eligible employees may purchase the Company's common stock at a price per share equal to 85% of the lesser of (1) the fair market value of the common stock on the offering date or (2) the fair market value of the common stock on the purchase date. As of ~~June 30, 2021, 406,476~~March 31, 2022, 468,384 shares had been issued under the ESPP.

Stock compensation expense for equity-classified and liability-classified awards was ~~$0.3~~$1.0 million and ~~$1.0~~$0.9 million for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020, respectively. Stock compensation expense for equity-classified and liability-classified awards was $1.2 million and $1.8 million for the six months ended June 30, 2021 and 2020,~~ respectively. Stock compensation expense is recognized in cost of goods sold, selling, general and administrative expenses and research and development expenses. At ~~June 30, 2021,~~March 31, 2022, there was ~~$7.3~~$5.0 million of unrecognized compensation cost relating to outstanding unvested equity instruments expected to be recognized over the weighted average period of ~~2.4~~1.8 years.

During the three months ended June 30, 2021, the Company granted the following share-based awards to members of management and employees. These awards will be settled in shares of the Company's common stock and are equity-classified. The grant date fair value of the time-based award will be recognized on a straight-line basis over the vesting period. The grant date fair value of the performance-based award will be recognized on a straight-line basis over the vesting period based on the probability of achieving the performance condition. The performance-based restricted stock units each have a performance period that ends on December 31, 2023.


~~(in thousands)~~			~~Number of shares~~
~~Time-based restricted stock units~~			~~1,308~~
~~Performance-based restricted stock units~~			~~808~~
~~Stock options~~			~~545~~
~~Total~~			~~2,661~~

The stock options were valued with a Black-Scholes option pricing model using the assumptions in the table below. The expected life was estimated using the simplified method. Based on these assumptions, the grant-date fair value of the stock options was estimated to be $1.38.

During the three months ended June 30, 2021, the Company also granted the following share-based awards to members of management employed in certain countries outside of the United States. These awards will be settled in cash and are liability-classified. Therefore, the fair value of these liability-classified awards will be re-measured on each balance sheet date. The performance-based phantom shares each have a performance period that ends on December 31, 2023.


~~(in thousands)~~			~~Number of shares~~
~~Time-based phantom shares~~			35
~~Performance-based phantom shares~~			13
~~Total~~			48

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17. Earnings Per Share

~~Basic loss~~The Company computes (loss) earnings per share ("EPS") using the two-class method. The two-class method is ~~calculated~~an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. The outstanding shares of Series B Preferred Stock are participating securities because holders have non-forfeitable dividend rights and participate in undistributed earnings with common stock.

Basic EPS was computed by dividing net ~~loss~~(loss) income allocable to common stockholders, after deducting undistributed earnings allocated to participating securities,by the weighted-average number of shares of common stock outstanding.

For the calculation of diluted EPS, net income for basic EPS is adjusted by the effect of dilutive securities. Diluted EPS attributable to ~~AgroFresh Solutions, Inc.~~ common stockholders is computed by dividing the resulting net income for basic EPS adjusted by the ~~weighted average~~effect of dilutive preferred stock by the weighted-average number of ~~common~~ shares ~~outstanding~~adjusted for the ~~period.~~ effect of dilutive shares. The Company also applied the if-converted method to calculate dilution on the Series B Preferred Stock, which resulted in 31.0 million additional shares. This calculation was anti-dilutive.

The Company had a net lossfor the three ~~and six~~ months ended ~~June 30, 2021 and 2020.~~March 31, 2022. Therefore, the ~~effects~~effect of stock-based awards including options, restricted stock and restricted stock units ~~and warrants~~ outstanding at ~~June 30, 2021 and 2020, respectively, have not been included~~March 31, 2022 were excluded in the computation of diluted loss per share because their inclusion would have been anti-dilutive.

The following ~~is a reconciliation of the weighted-average common shares outstanding used for~~table sets forth the computation of basic and diluted ~~net loss per~~EPS of common ~~share:~~stock for the three months ended March 31, 2022 and 2021:

Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2021 2020 2021 2020
Basic weighted-average common shares outstanding 51,348 50,758 51,191 50,647
Effect of dilutive options, restricted stock, and restricted stock units 0 0 0 0
Diluted weighted-average shares outstanding 51,348 50,758 51,191 50,647

~~Securities that could potentially be dilutive are excluded from the computation~~18

Tabl e of diluted loss per share when a loss from continuing operations exists, when the exercise price exceeds the average closing price of the Company's common stock during the period, or for contingently issued shares, if the contingency is not met at the end of the reporting period, because their inclusion would result in an anti-dilutive effect on per share amounts.Contents


		Three Months Ended March 31,
(in thousands, except per share data)		2022	2021
Basic (loss) earnings per share:
Numerator	Net (loss) income attributable to common stockholders	($9,523)	$2,418
	Less: Net income allocable to participating preferred stock	—	914
	Net (loss) income allocable to common stockholders	(9,523)	1,504

Denominator	Weighted average number of common stock outstanding	51,736	51,031

	Basic (loss) earnings per share:	($0.18)	$0.03

Diluted (loss) earnings per share:
Numerator	Net (loss) income allocable to common stockholder	($9,523)	$1,504

Denominator	Weighted average number of shares
	Common stock outstanding	51,736	51,031
	Dilutive effect of restricted stock and restricted stock units	—	1,265
	Weighted number of shares used for diluted (loss) earnings per share	51,736	52,296

	Diluted (loss) earnings per share	($0.18)	$0.03

The following represents the weighted average number of shares that could potentially dilute basic earnings per share in the future:


		Three Months Ended June 30,		Six Months Ended June 30,			Three Months Ended March 31,
(in thousands)	(in thousands)	2021	2020	2021	2020	(in thousands)	2022	2021
Convertible preferred stock	Convertible preferred stock	30,591	0	30,810	0	Convertible preferred stock	32,186	—
Stock-based compensation awards(1):	Stock-based compensation awards(1):					Stock-based compensation awards(1):
Stock options	Stock options	899	861	849	862	Stock options	1,507	800
Restricted stock awards and restricted stock units	Restricted stock awards and restricted stock units	2,655	1,268	2,161	930	Restricted stock awards and restricted stock units	3,668	22

Warrants:
Private placement warrants		0	6,160	0	6,160
Public warrants		0	9,823	0	9,823

(1) SARs and Phantom stocks are payable in cash soand will therefore have no impact on number of shares.

18. Income Taxes

The provision for income taxes consists of provisions for federal, state and foreign income taxes. The effective tax rates for the periods ended ~~June 30,~~March 31, 2022 and March 31, 2021, ~~and June 30, 2020,~~ reflect the Company’s expected tax rate on reported income (loss) from continuing operations before income tax and tax adjustments. The Company operates in a global environment with significant operations in the U.S. and various other jurisdictions outside the U.S. Accordingly, the consolidated income tax rate is a composite rate reflecting the Company’s earnings and the applicable tax rates in the various jurisdictions where the Company operates.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was enacted in the U.S. The CARES Act included tax changes and financial aid designed to protect the American people from the public health and economic impacts of COVID-19. The tax changes included allowing net operating losses to be carried back five years, suspending the 80% of taxable income limitation on the use of net operating losses, an increase of the 30% of EBITDA limitation on the deduction of interest expense from 30% to 50%, excluding any grant income associated with forgiven PPP loans, and the acceleration of the refund for alternative minimum tax credits granted under the 2017 Tax Cuts and Jobs Act (“TCJA”).~~Most significant to the Company are the modifications on the limitation on business interest deductions for tax year 2020, allowing an increase for~~

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~~deductible interest expense in the U.S. In addition, the grant income associated with the PPP loans was non-taxable income in the U.S. for tax year 2020.~~

The Company's U.S. operations have incurred cumulative taxable losses through ~~June 30, 2021.~~March 31, 2022. The Company’s U.S. net operating loss carry forwards and carry forwards of other tax attributes are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. The utilization of the tax attributes have become restricted because of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, as well as similar state tax provisions. This limits the amount of the tax attributes that the Company can utilize annually to offset future taxable income or tax liabilities. The amount of the annual limitation, if any, was determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. Please refer to Note 3 - Related Party Transactions regarding the ownership change in the quarter ended September 30, 2020. The Company completed a Section 382 study and determined the ownership change gave rise to the restrictions that will limit the realizability of certain U.S. tax

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attributes and built-in losses related to future intangible amortization tax deductions. These limitations apply to the corresponding tax attributes and built-in losses incurred before the ownership change.

The effective tax rate for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 differs from the U.S. statutory tax rate of 21%, primarily because of ~~changes in valuation allowance positions related to the United States and certain foreign jurisdictions and by~~ foreign exchange currency gains and losses ~~offset by~~and certain non-taxable items. For the three months ending June 30, 2021, the largest change in valuation allowance positions was a tax expense for deferred tax assets that were no longer deemed to be realizable. The tax expense adversely affected the effective tax rate due to the Company’s consolidated pre-tax losses.

The Company's effective tax rate for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 was ~~(0.8)% and (27.6)%~~4.9%, ~~respectively,~~ compared to the effective tax rate for the three ~~and six~~ months ended ~~June 30, 2020~~March��31, 2021 of ~~(3.9)% and 13.5%, respectively.~~18.2%.

19. Segment Information

ASC 280 requires use of the management approach for segment reporting. The ~~authoritative guidance~~management approach is based on the way a company’s management organizes segments within the company for ~~disclosures about segments of an enterprise establishes standards for reporting information about segments. It defines~~making operating ~~segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources~~decisions and in assessing performance. ~~We currently operate~~Through the nine months ended September 31, 2021, the Company had operated and ~~manage~~managed our business as 2 ~~operating segments. Our chief operating decision-makers allocate resources and assess performance of the business for each segment. Accordingly, we consider ourselves to have 2 operating and~~ reportable segments, ~~(i)~~ AgroFresh ~~core~~Core and ~~(ii) Tecnidex.~~ AgroFresh ~~core business is providing produce preservation and waste reduction solutions for growers and packers. Its products include SmartFresh~~TM~~, Harvista~~TM ~~and FreshCloud. Tecnidex is a provider of fungicides, disinfectants and coatings. Its revenues primarily relate~~Fruit Protection (formerly Tecnidex). Due to ~~sales of these products,~~changes in senior management, as well as ~~equipment,~~the integration of AgroFresh Fruit Protection with the Company's Core business operational and reporting structure, during the fourth quarter of 2021, the Company determined that it has 1 reportable segment as of December 31, 2021. Since the Company operates in 1 operating segment, all required financial segment information can be found in the ~~EMEA and Latin America region.~~

Our chief operating decision-makers do not evaluate operating segments using asset or liability information. The following table presents a breakdown of our revenues and gross profit based on reportable segments for the three and six months ended June 30, 2021 and 2020.

Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2021 2020 2021 2020
AgroFresh Core
Revenues $17,931 $16,738 $51,623 $45,380
Gross Profit 14,130 12,402 41,765 34,797
Tecnidex
Revenues 3,993 3,244 9,293 7,625
Gross Profit 690 1,127 1,733 3,227
Total Revenues $21,924 $19,982 $60,916 $53,005
Total Gross Profit $14,820 $13,529 $43,498 $38,024
unaudited condensed consolidated financial statements.

20. Commitments and Contingencies

The Company is currently involved in various claims and legal actions that arise in the ordinary course of business. The Company has recorded reserves for loss contingencies based on the specific circumstances of each case. Such reserves are recorded when it

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is probable that a loss has been incurred as of the balance sheet date and can be reasonably estimated. Although the results of litigation and claims can never be predicted with certainty, the Company does not believe that the ultimate resolution of these actions will have a material adverse effect on the Company’s business, financial condition or results of operations.

On October 14, 2019, the Company was awarded a verdict of $31.1 million in damages, related to, among other things, trade secret misappropriation and willful patent infringement, in its litigation against Decco Post-Harvest, Inc. ("Decco") and Decco's parent company, UPL Limited. The award was subsequently reduced by $18 million in connection with post-verdict review by the Court. During the ~~six~~three months ended ~~June 30,~~March 31, 2021, the lawsuit was settled, paid and is considered closed.

Purchase Commitments

The Company has various purchasing contracts for contract manufacturing and research and development services which are based on the requirements of the business. Generally, the contracts are at prices not in excess of current market price and do not commit the business to obligations outside the normal customary terms for similar ~~contracts.~~contracts, and these payment obligations are considered insignificant.

21. Fair Value Measurements

Liabilities Measured at Fair Value on a Recurring Basis

The following table presents the fair value of the Company's financial instruments that are measured at fair value on a recurring basis as of ~~June 30, 2021.~~March 31, 2022.


(in thousands)			Level 3
Liability-classified stock compensation (1)			$~~197~~275

The following table presents the fair value of the Company's financial instruments that are measured at fair value on a recurring basis as of December 31, ~~2020.~~2021.


(in thousands)			Level 3
Liability-classified stock compensation (1)			$~~282~~241

(1) The fair values of performance-based phantom shares granted in ~~2019 and~~ 2020 were estimated using a Monte Carlo simulation pricing model with the assumptions described below:

June 30, 2021
Grant date fair value $1.70 — $7.28
Risk-free interest rate 0.27% — 2.39%
Expected life (years) 2.71 — 2.75
Estimated volatility factor 65.1% — 69.9%
Expected dividends NaN



Grant date fair value			$1.70
Risk-free interest rate			0.27%
Expected life (years)			2.71
Estimated volatility factor			65.8%
Expected dividends			None

There were 0no transfers between Level 1 and Level 2 and 0no transfers out of Level 3 of the fair value hierarchy during the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022.

At ~~June 30, 2021,~~March 31, 2022, the Company evaluated the amount recorded under the Amended Term Loan and determined that the fair value was approximately ~~$264.9~~$260.5 million. The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value.

Changes in Financial Instruments Measured at Level 3 Fair Value on a Recurring Basis

The following table presents the changes during the periods presented in our Level 3 financial instruments that are measured at fair value on a recurring basis.


(in thousands)			Liability-classified stock compensation
Balance, December 31, ~~2020~~2021			$~~282~~241
Stock compensation activity			~~(85)~~34

Balance, ~~June 30, 2021~~March 31, 2022			$~~197~~275

22. Other Income

During the three months ended March 31, 2022, the Company had other income of $0.5 million which related primarily to the receipt of data sharing income. The Company had other income of $14.4 million during the three months ended March 31, 2021 related primarily to the receipt of proceeds from the settlement of a litigation matter.

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~~22. Other Income~~

During the three months ended June 30, 2021 and 2020, the Company had other expense of $0.05 million and $0.01 million, respectively. During the six months ended June 30, 2021 and 2020, the Company had other income of $14.4 million and $1.5 million, respectively, related to the receipt of proceeds from the settlement of litigation matters.

~~23. Correction of Prior Period Errors~~

As previously disclosed in Note 24 to the Company’s consolidated financial statements as of and for the year ended December 31, 2020, management of the Company identified an immaterial accounting error in the Company’s previously reported unaudited interim condensed consolidated financial statements related to the accounting for the Company’s NCI. As a result, the accompanying unaudited interim condensed consolidated financial statements and related notes hereto for the three and six months ended June 30, 2020 have been revised to give effect to the correction of this error. The correction of this error resulted in a reclassification of the carrying value of the NCI from previously reported permanent equity to temporary equity as of June 30, 2020, and a charge to previously reported additional paid-in capital to increase the carrying value of the Redeemable NCI during the three and six months ended June 30, 2020 by $0.3 million and $0.5 million, respectively, which has been applied as an adjustment to previously reported net (loss) income attributable to AgroFresh Solutions, Inc. in the determination of basic and fully diluted net (loss) income per share attributable to AgroFresh stockholders for the three and six months ended June 30, 2020.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As used in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), the terms “Company,” “AgroFresh,” “we,” “us” and “our” refer to AgroFresh Solutions, Inc. and its consolidated subsidiaries, unless the context otherwise requires or it is otherwise indicated.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Report. As disclosed in Note 23 - Correction of Prior Period Errors of the unaudited condensed consolidated financial statements, the Company’s unaudited condensed consolidated financial statements for the period ended June 30, 2020 have been revised to give effect to the correction of certain errors we identified during the 2020 year-end financial reporting process. As a result, the Management’s Discussion and Analysis of the Company’s Financial Condition and Results of Operation set forth below has been revised to give effect to the correction of these accounting errors.

This MD&A contains the financial measures EBITDA and Adjusted EBITDA, which are not presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). These non-GAAP financial measures are being presented because management believes that they provide readers with additional insight into the Company’s operational performance relative to earlier periods and relative to its competitors and they are key measures used by the Company to evaluate its performance. The Company does not intend for these non-GAAP financial measures to be a substitute for any GAAP financial information. Readers of this MD&A should use these non-GAAP financial measures only in conjunction with the comparable GAAP financial measures. A reconciliation of EBITDA and Adjusted EBITDA to the most comparable GAAP measure is provided in this MD&A.

Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Report including, without limitation, statements in this MD&A regarding the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to the Company or its management, identify forward looking statements. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, management. Actual results and/or the timing of events could differ materially from those contemplated by these forward-looking statements due to a number of factors, including those discussed under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 (the ~~"2020~~"2021 Form 10-K") as well as the update to those Risk Factors disclosed in Part II, Item 1A of this Report. Any forward-looking statements included in this Report are based only on information currently available to the Company and speak only as of the date on which such statements are made. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on behalf of the Company are qualified in their entirety by this paragraph.

Business Overview

AgroFresh is a global leader in delivering innovative food ~~quality~~ preservation and waste reduction solutions for fresh produce. The Company is empowering the food industry with a range of integrated solutions designed to help growers, packers and retailers improve produce freshness and quality while reducing waste. AgroFresh has key products registered in ~~approximately~~over 50 countries, and supports customers by protecting ~~over~~approximately 25,000 storage rooms globally. AgroFresh's solutions range from near-harvest with ~~Harvista~~TMHarvista™ and ~~LandSpring~~TMLandSpring™ to its flagship post-harvest ~~flagship SmartFresh~~TMSmartFresh™ Quality System. Additional post-harvest freshness solutions include fungicides that can be applied to meet various customer operational requirements, in either a foggable (ActiMist™) or liquid (ActiSeal™) delivery form. To supplement our near- and post-harvest product solutions, our FreshCloud™ digital technology platform includes analytical, diagnostic and tracking services that provide a range of value-added capabilities to help customers optimize the quality of their produce. Beyond apples, SmartFresh technology can provide ready-to-eat freshness for other fruits and vegetables including avocados, bananas, melons, tomatoes, broccoli and mangos. AgroFresh is also providing customers with packaging-based advisory services and custom packaging solutions under the RipeLock brand, which focuses on packaging-based freshness technology solutions for fruits and vegetables.

In December 2017, AgroFresh acquired a controlling interest in ~~Tecnidex.~~AgroFresh Fruit Protection (formerly known as Tecnidex). With this acquisition, AgroFresh expanded its industry-leading post-harvest presence into additional crops and increased its penetration of the produce market in southern Europe, Latin America and Africa. For over 35 years, ~~Tecnidex~~AgroFresh Fruit Protection has been helping fruit and vegetable producers offer clean, safe and high-quality products to ~~its regional~~ customers in 18 countries. ~~Through~~AgroFresh Fruit Protection offers a portfolio of post-harvest fungicides, coatings and disinfectants, packinghouse equipment and associated consulting and after-sale services ~~Tecnidex~~to improves the quality and

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value of ~~our~~ customers’ fruit and vegetables while respecting the environment. ~~Tecnidex~~AgroFresh Fruit Protection further diversified AgroFresh’s revenue by allowing the Company to provide solutions and service to the citrus industry.

Freshness is the most important driver of consumer satisfaction when it comes to produce and, at the same time, food waste is a major issue in the industry. About ~~one third~~one-third of the total food produced worldwide is lost or wasted each year. Nearly ~~45%~~50% of all

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fresh fruits and vegetables ~~40% of apples and 20% of bananas,~~ are lost to spoilage. AgroFresh plays a key role in the value chain by offering products and services that maintain produce freshness and reduce waste.

AgroFresh’s flagship SmartFresh Quality System regulates the post-harvest ripening effects of ethylene, the naturally occurring plant hormone that triggers ripening in certain fruits and vegetables. SmartFresh degrades naturally, ~~and~~ leaves no detectable residue and has been approved for use by many domestic and global regulatory organizations. Harvista extends the Company’s proprietary technology into the field, including treatment of cherries early in the growing season and near-harvest management of apples, pears and blueberries. FreshCloud™ is our digital technology services platform, which continues to expand. Launched in 2020, FreshCloud Quality Inspection is a proprietary cloud-based mobile quality management service that digitizes what was formerly a manual quality control process and captures, organizes and analyzes quality metrics in real time. ~~LandSpringTM~~LandSpring™ is an innovative 1-MCP technology targeted to transplanted vegetable seedlings. It is currently registered for use on tomatoes, peppers and 14 other crops in the US. It reduces transplant shock, resulting in less seedling mortality and faster crop establishment, which leads to a healthier crop and improved yields.

AgroFresh’s business is highly seasonal, driven by the timing of the apple and pear harvests in the northern and southern hemispheres. The first half of the year is when the southern hemisphere harvest occurs, and the second half of the year is when the northern hemisphere harvest occurs. Since the northern hemisphere harvest of apples and pears is typically larger, a significant portion of our sales and profits are historically generated in the second half of the year. In addition to this seasonality, factors such as weather patterns may impact the timing of the harvest within the two halves of the year.

On July 31, 2015 (the “Closing Date”), we consummated a business combination (the “Business Combination”) pursuant to a Stock Purchase Agreement, dated April 30, 2015 (the “Purchase Agreement”), with Dow, providing for the acquisition by us of the AgroFresh business from Dow. In connection with the closing of the Business Combination, we entered into a tax receivables agreement (the "TRA"), as amended in April 2017, pursuant to which Dow was entitled to receive 50% of the tax savings, if any, that the Company realized as a result of the increase in the tax basis of assets acquired pursuant to the Business Combination. The TRA was terminated in December 2019. Also in connection with the closing of the Business Combination, AgroFresh entered into a transition services agreement with Dow. Under the agreement, Dow provided AgroFresh a suite of services for a period of time ranging from six months to five years depending on the service. While most of the Dow-provided services were complete as of December 31, 2018, certain services continued through 2020.

Factors Affecting the Company’s Results of Operations

The Company’s results of operations are affected by a number of external factors. Some of the more important factors are briefly discussed below.

Impact of COVID-19

~~The~~In March 2020, the COVID-19 outbreak was declared a National Public Health Emergency which continues to spread throughout the world and has adversely impacted global ~~health crisis caused by COVID-19 and the related government actions and stay at home orders have negatively impacted economic~~ activity and ~~increased political instability across the globe.~~contributed to significant volatility in financial markets. The outbreak could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown. During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, the COVID-19 pandemic did not have a significant adverse impact on our results of operations. However, there were numerous obstacles presented and some localized financial impacts of the pandemic, including fluctuations in foreign currency exchange rates and customer demand and spending pattern changes. While ~~we are~~the Company is following the requirements of governmental authorities and taking additional preventative and protective measures to ensure the safety of ~~our~~its workforce, including implementing remote working arrangements and varying procedures for essential workforce, we cannot be 100% certain that there will not be any incidents across our global operations that may cause service interruptions. The rapid development and fluidity of this situation precludes any prediction as to the ultimate ~~material adverse~~ impact of the coronavirus outbreak, although the Company operates in an industry that thus far has not been as severely impacted as others. Nevertheless, the outbreak presents some uncertainty and risk with respect to the Company and its performance and financial results.

Demand for the Company’s Offerings

The Company sells to customers in approximately 50 countries and derives its revenue by assisting growers and packers to optimize the value of their crops primarily in the near and post-harvest ~~period.~~periods. The Company's products and services add value to customers by reducing food spoilage and extending the life of perishable fruits. The Food and Agriculture Organization of

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the United Nations has estimated that a growing global population will require a near doubling of food production in developing countries by 2050 to meet the expected demand of a worldwide population expected to reach 9 billion people.

This global trend, among others, creates demand for the Company’s solutions. The Company’s offerings are currently protected by patent filings in 5145 countries.

The global produce market is a function of both the size and the yield of the crop ~~harvested, and~~harvested; variations in either will affect total production. Given the nature of the agricultural industry, weather patterns may impact total production and the Company's resulting commercial opportunities. The Company supports a diverse customer base whose end markets vary due to the type of fruit and quality of the product demanded in their respective markets. Such variation across end markets also affects demand for the Company’s services.

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Customer Pricing

The Company’s ~~service~~ offerings are priced based on the value they provide to the Company’s customers. From time to time, the Company adjusts the pricing of its offerings to address market ~~and volume~~ trends. The Company does not typically price its products in relation to any underlying cost of materials or services; therefore, its margins can fluctuate with changes in these costs. The Company’s pricing may include rebate arrangements with customers in exchange for mutually beneficial long-term relationships and growth.

Integrated Direct Service Model

AgroFresh offers the Company’s commercially available products, including SmartFresh and Harvista, primarily through a direct service model. Sales and sales support personnel maintain face-to-face relationships with customers year round. Technical sales and support personnel work ~~directly~~ with customers to provide value-added advisory services regarding the application of SmartFresh. The actual application of SmartFresh is performed by service providers that are typically third-party contractors. Harvista is applied bythrough both ground and aerial ~~applications,~~application, which are administered by third-party service providers or made by our customers directly.

Most of the Company’s service providers are operating under multi-year contracts. Management believes the quality and experience of its service providers deliver clear commercial benefits.

Seasonality

The Company’s operations are subject to seasonal variation due to the timing of the growing seasons around the world. For our core crops of apples and pears, ~~northern hemisphere growers harvest from August through November, and~~ southern hemisphere growers harvest from late January to early ~~May.~~May, and northern hemisphere growers harvest from August through November. For citrus crops, there are seasonal variations in this business due to the northern hemisphere citrus harvest, which spans from October to March. Since the majority of the Company’s sales are in northern hemisphere countries, a proportionately greater share of its revenue is realized during the second half of the year. There are also variations in the seasonal demands from year to year depending on weather patterns and crop size. This seasonality and variations in seasonal demand could impact the ability to compare results between periods.

Foreign Currency Exchange Rates

With a global customer base and geographic footprint, the Company generates revenue and incurs costs in a number of different currencies, with the Euro comprising the most significant non-U.S. currency. Fluctuations in the value of these currencies relative to the U.S. dollar can increase or decrease the Company’s overall revenue and profitability as stated in U.S. dollars, which is the Company’s reporting currency. In certain instances, if sales in a given geography have been adversely impacted on a long-term basis due to foreign currency depreciation, the Company has been able to adjust its pricing so as to mitigate the impact on profitability.

Domestic and Foreign Operations

The Company has both domestic and foreign operations. Fluctuations in foreign exchange rates, regional growth-related spending in R&D and marketing expenses, and changes in local selling prices, among other factors, may impact the profitability of foreign operations in the future.

Critical Accounting Policies and Use of Estimates

Critical accounting policies are those accounting policies that can have a significant impact on the presentation of our financial condition and results of operations and that require the use of complex and subjective estimates based upon management’s

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judgment. Because of the uncertainty inherent in such estimates, actual results may differ materially from these estimates. There have been no material changes to our critical accounting policies and estimates previously disclosed in the ~~2020~~2021 Form 10-K. For a description of our critical accounting policies and estimates as well as a listing of our significant accounting policies, see “Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Use of Estimates” and “Note 2 - Basis of Presentation and Summary of Significant Accounting Policies” in the ~~2020~~2021 Form 10-K.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements. Management believes these critical accounting policies reflect its most significant estimates and assumptions used in the preparation of the financial statements.

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Results of Operations

The following table summarizes the results of operations for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~June 30, 2020:~~March 31, 2021:

Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2021 2020 2021 2020
Net sales $21,924 $19,982 $60,916 $53,005
Cost of sales (excluding amortization, shown separately below) 7,104 6,453 17,418 14,981
Gross profit 14,820 13,529 43,498 38,024
Research and development expenses 3,496 2,895 6,794 5,537
Selling, general and administrative expenses 13,620 12,722 27,171 26,431
Amortization of intangibles 10,499 10,936 21,262 21,893
Grant income — (2,974) — (2,974)
Operating loss (12,795) (10,050) (11,729) (12,863)
Other (expense) income (46) (7) 14,352 1,500
Gain on foreign currency exchange 921 449 1,354 1,076
Interest expense, net (5,216) (6,513) (11,106) (13,479)
Loss before income taxes (17,136) (16,121) (7,129) (23,766)
Income taxes expense (benefit) 144 630 1,967 (3,201)
Net loss including non-controlling interest (17,280) (16,751) (9,096) (20,565)
Less: Net (loss) income attributable to non-controlling interest (20) 130 (259) 33
Net loss attributable to AgroFresh Solutions, Inc. (17,260) (16,881) (8,837) (20,598)
Less: Dividends on convertible preferred stock 6,327 — 12,332 —
Net loss attributable to AgroFresh Solutions, Inc. common stockholders ($23,587) ($16,881) ($21,169) ($20,598)


	Three Months Ended March 31,
(in thousands)	2022	2021
Net sales	$39,889	$38,992
Cost of sales (excluding amortization, shown separately below)	11,923	10,314
Gross profit	27,966	28,678
Research and development expenses	3,051	3,298
Selling, general and administrative expenses	11,892	13,551
Amortization of intangibles	10,718	10,763

Operating income	2,305	1,066
Other income	505	14,398

(Loss) gain on foreign currency exchange	(1,196)	433
Interest expense, net	(4,947)	(5,890)
(Loss) income before income taxes	(3,333)	10,007
Income taxes (benefit) expense	(164)	1,823
Net (loss) income including non-controlling interest	(3,169)	8,184
Less: Net loss attributable to non-controlling interest	(82)	(239)
Net (loss) income attributable to AgroFresh Solutions, Inc.	(3,087)	8,423
Less: Dividends on convertible preferred stock	6,436	6,005
Net (loss) income attributable to AgroFresh Solutions, Inc. common stockholders	($9,523)	$2,418

Comparison of Results of Operations for the three months ended ~~June 30, 2021~~March 31, 2022 versus the three months ended ~~June 30, 2020.~~March 31, 2021.

Net Sales

Net sales were ~~$21.9~~$39.9 million for the three months ended ~~June 30, 2021,~~March 31, 2022, as compared to net sales of ~~$20.0~~$39.0 million for the three months ended ~~June 30, 2020,~~March 31, 2021, an increase of ~~9.7%~~2.3%. The impact of the change in foreign currency exchange rates compared to the ~~second~~first quarter of ~~2020 increased~~2021 decreased revenue by ~~$1.0~~$1.2 million. Excluding this impact, revenue increased approximately ~~4.7%. The net sales increase~~5.5%, primarily driven by leveraging a portfolio of diverse solutions. Each of the Company's diversification categories generated growth in the first quarter. Growth within Fungicides & Disinfectants was driven by ~~diversification~~market penetration and product ~~categories beyond SmartFresh~~TM ~~for apples, with~~expansion in the Middle East. The Other 1-MCP category was supported by Harvista, which experienced strong growth in South Africa, supported by an ~~emphasis on other 1-MCP solutions such as SmartFresh for other crops.~~early harvest and larger crop size. This was partially offset by ~~a slight decrease in sales of~~ SmartFresh for ~~apples, which was largely~~Apple declines in the Latin America region due to ~~timing as the seasonal harvest was earlier than the prior year.~~unfavorable weather events.

Cost of Sales

Cost of sales was ~~$7.1~~$11.9 million for the three months ended ~~June 30, 2021,~~March 31, 2022, as compared to ~~$6.5~~$10.3 million for the three months ended ~~June 30, 2020.~~March 31, 2021. Gross profit margin was ~~67.6%~~70.1% for the three months ended ~~June 30, 2021~~March 31, 2022 versus ~~67.7%~~73.5% for the three months ended ~~June 30, 2020.~~ March 31, 2021. T~~Gross~~he lower gross margin ~~was largely consistent~~reflects the Company’s strategic transition to a more diversified product portfolio, as well as higher materials costs associated with ~~the prior year period.~~inflationary pressures.

Research and Development Expenses

Research and development expenses were ~~$3.5~~$3.1 million and ~~$2.9~~$3.3 million, respectively, for the three months ended ~~June 30, 2021~~March 31, 2022 and ~~June 30, 2020.~~March 31, 2021. The ~~increase~~decrease was primarily related to timing of projects.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses were $11.9 million for the three months ended March 31, 2022, compared to $13.6 million for the three months ended ~~June 30,~~March 31, 2021, ~~compared to $12.7~~a decrease of 12.2%. Included in selling, general and administrative expenses were $0.3 million ~~for~~in the ~~three months ended June 30, 2020, an increase~~current year and $0.8 million in the prior year of ~~7.1%, due~~costs associated with non-recurring items that include M&A and litigation, along with severance. Excluding these items, selling general and administrative expenses decreased approximately 9.0% in the first quarter versus the prior year period, driven primarily ~~to increased severance~~by the timing of expenses.

Amortization of Intangibles

Amortization of intangible assets was ~~$10.5~~$10.7 million for the three months ended ~~June 30, 2021,~~March 31, 2022, compared to ~~$10.9~~$10.8 million for the three months ended ~~June 30, 2020.~~March 31, 2021.

~~Interest Expense, Net~~Other Income

~~Interest expense~~Other income was ~~$5.2~~$0.5 million for the three months ended ~~June 30, 2021,~~March 31, 2022, as compared to ~~$6.5~~income of $14.4 million for the three months ended ~~June 30, 2020. The decrease~~March 31, 2021. Other income in 2021 was ~~primarily~~ due to ~~$1.3 million lower interest on~~ the ~~long-term debt due to~~receipt of proceeds from the settlement of a ~~lower variable rate and principal balance.~~litigation matter.

(Loss) Gain on Foreign Currency

~~Gain~~Loss on foreign currency was ~~$0.9~~$1.2 million for the three months ended ~~June 30, 2021,~~March 31, 2022, as compared to a gain of $0.4 million for the three months ended ~~June 30, 2020.~~

~~Income Taxes~~

~~Income tax expense was $0.1 million for~~March 31, 2021. During the ~~three months ended June 30, 2021, compared to income tax expense~~first quarter of ~~$0.6 million for the three months ended June 30, 2020. For the three months ended June 30, 2021, the quarter’s largest effective tax rate modification~~2022, foreign currency losses were recognized related to U.S. dollar intercompany receivables from the ~~changes in valuation allowance positions related~~euro and Argentinian peso, which grew weaker relative to the ~~United States and certain foreign jurisdictions and by foreign exchange currency gains and losses, offset by certain non-taxable items.~~

~~Comparison of Results of Operations for the six months ended June 30, 2021 versus the six months ended June 30, 2020.~~

~~Net Sales~~

Net sales were $60.9 million for the six months ended June 30, 2021, as compared to net sales of $53.0 million for the six months ended June 30, 2020, an increase of 14.9%. The impact of the change in foreign currency exchange rates compared to the first half of 2020 increased revenue by $1.1 million. Excluding this impact, revenue increased approximately 12.8%. The net sales increase was primarily the result of strength in Other 1-MCP solutions, such as SmartFresh diversification and Harvista, as well as strong growth in the Fungicides & Disinfectants and Coatings categories. Sales of SmartFresh for apple crops realized modest growth for the period.

~~Cost of Sales~~

Cost of sales was $17.4 million for the six months ended June 30, 2021, as compared to $15.0 million for the six months ended June 30, 2020. Gross profit margin was 71.4% for the six months ended June 30, 2021 versus 71.7% for the six months ended June 30, 2020. Gross margin was largely consistent with the prior year period.

~~Research and Development Expenses~~

~~Research and development expenses were $6.8 million and $5.5 million, respectively, for the six months ended June 30, 2021 and 2020. The increase was primarily related to timing of projects.~~

~~Selling, General and Administrative Expenses~~

Selling, general and administrative expenses were $27.2 million for the six months ended June 30, 2021, compared to $26.4 million for the six months ended June 30, 2020, an increase of 2.8%, primarily due to increased severance expenses.

~~Table of~~ ~~Contents~~

~~Amortization of Intangibles~~

~~Amortization of intangible assets was $21.3 million for the six months ended June 30, 2021, compared to $21.9 million for the six months ended June 30, 2020.~~

~~Other Income~~

Other income was $14.4 million for the six months ended June 30, 2021, as compared to $1.5 million for the six months ended June 30, 2020 and relate to the receipt of proceeds from the settlement of litigation matters.U.S. dollar.

Interest Expense, Net

Interest expense was ~~$11.1~~$4.9 million for the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, as compared to ~~$13.5~~$5.9 million for the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021. The decrease was primarily due to ~~$2.9~~higher interest income on investments of $0.3 million, lower debt amortization of $0.3 million and to lower interest on the long-term debt due to a lower ~~variable rate and~~ principal balance ~~offset by reduction in interest rate swap income~~ of ~~$0.7~~$0.2 million.

~~Gain on Foreign Currency~~

~~Gain on foreign currency was $1.4 million for the six months ended June 30, 2021, as compared to a gain of $1.1 million for the six months ended June 30, 2020.~~

Income Taxes

Income tax ~~expense~~benefit was ~~$2.0~~$0.2 million for the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, compared to income tax ~~benefit~~expense of ~~$3.2~~$1.8 million for the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021. For the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, the quarter’s largest effective tax rate modification is related to ~~the changes in valuation allowance positions related to the United States and certain foreign jurisdictions and by~~ foreign exchange currency gains and losses ~~offset by~~and certain non-taxable items.

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Non-GAAP Measures

The following ~~table sets~~tables set forth the non-GAAP financial measures of EBITDA, Adjusted EBITDA and ~~Adjusted EBITDA.~~non-GAAP constant currency net sales. The Company believes these non-GAAP financial measures provide meaningful supplemental information as they are used by the Company’s management to evaluate the Company’s performance (including for incentive bonuses and bank covenant reporting), are more indicative of future operating performance of the Company, and facilitate a better comparison among fiscal periods. These non-GAAP results are presented for supplemental informational purposes only and should not be considered a substitute for the financial information presented in accordance with GAAP.

The following is a reconciliation between the non-GAAP financial measures of EBITDA and Adjusted EBITDA to their most directly comparable GAAP financial measure, net ~~loss~~(loss) income including non-controlling interest:


		Three Months Ended June 30,		Six Months Ended June 30,			Three Months Ended March 31,
(in thousands)	(in thousands)	2021	2020	2021	2020	(in thousands)	2022	2021
GAAP net loss including non-controlling interest		($17,280)	($16,751)	($9,096)	($20,565)
GAAP net (loss) income including non-controlling interest						GAAP net (loss) income including non-controlling interest	($3,169)	$8,184
Depreciation and amortization	Depreciation and amortization	11,178	11,568	22,600	23,145	Depreciation and amortization	11,444	11,423
Interest expense (1)	Interest expense (1)	5,216	6,513	11,106	13,479	Interest expense (1)	4,947	5,890
Income taxes expense (benefit)		144	630	1,967	(3,201)
Income taxes (benefit) expense						Income taxes (benefit) expense	(164)	1,823
Non-GAAP EBITDA	Non-GAAP EBITDA	(742)	1,960	26,577	12,858	Non-GAAP EBITDA	13,058	27,320
Share-based compensation	Share-based compensation	280	974	1,171	1,762	Share-based compensation	988	891
Severance related costs (2)	Severance related costs (2)	1,587	74	1,587	74	Severance related costs (2)	73	—
Other non-recurring costs (3)	Other non-recurring costs (3)	754	639	1,520	2,383	Other non-recurring costs (3)	186	766
Gain on foreign currency exchange (4)		(921)	(449)	(1,354)	(1,076)
Loss (gain) on foreign currency exchange (4)						Loss (gain) on foreign currency exchange (4)	1,196	(433)

Grant income		—	(2,974)	—	(2,974)
Other income (5)						Other income (5)	(515)	—
Litigation settlement	Litigation settlement	—		(14,392)	(1,600)	Litigation settlement	—	(14,392)

Total Adjustments						Total Adjustments	1,928	(13,168)
Non-GAAP Adjusted EBITDA	Non-GAAP Adjusted EBITDA	$958	$224	$15,109	$11,427	Non-GAAP Adjusted EBITDA	$14,986	$14,152

(1) Interest on debt and accretion for debt discounts.

(2) Severance costs related to restructuring and cost optimization initiatives.

(3) Costs related to certain professional and other infrequent or non-recurring fees, including those associated with restructuring, litigation and M&A related fees.

(4) ~~Gain~~Loss (gain) on foreign currency exchange relates to net gains and losses resulting from transactions denominated in a currency other than the Company's functional currency.

(5) Other income relates to non-recurring data compensation income.

The following is a reconciliation between net sales on a non-GAAP constant currency basis to GAAP net sales:


		Three Months Ended June 30,		Six Months Ended June 30,			Three Months Ended March 31,
(in thousands)	(in thousands)	2021	2020	2021	2020	(in thousands)	2022	2021
GAAP net sales	GAAP net sales	$21,924	$19,982	$60,916	$53,005	GAAP net sales	$39,889	$38,992
Impact from changes in foreign currency exchange rates	Impact from changes in foreign currency exchange rates	(1,000)	—	(1,143)	—	Impact from changes in foreign currency exchange rates	1,231	—
Non-GAAP constant currency net sales (1)	Non-GAAP constant currency net sales (1)	$20,924	$19,982	$59,773	$53,005	Non-GAAP constant currency net sales (1)	$41,120	$38,992

(1) The ~~company~~Company provides net sales on a constant currency basis to enhance investors’ understanding of underlying business trends and operating performance, by removing the impact of foreign currency exchange rate fluctuations. The impact from foreign currency, calculated on a constant currency basis, is determined by applying prior period average exchange rates to current year results.

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Liquidity and Capital Resources

Cash Flows


		Six Months Ended June 30,			Three Months Ended March 31,
(in thousands)	(in thousands)	2021	2020	(in thousands)	2022	2021
Net cash provided by operating activities	Net cash provided by operating activities	$30,876	$9,155	Net cash provided by operating activities	$2,487	$23,326
Net cash used in investing activities	Net cash used in investing activities	($1,304)	($905)	Net cash used in investing activities	($596)	($430)
Net cash used in financing activities	Net cash used in financing activities	($21,961)	($1,091)	Net cash used in financing activities	($4,846)	($18,236)

Cash provided by operating activities was ~~$30.9~~$2.5 million for the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, as compared to cash provided by operating activities of ~~$9.2~~$23.3 million for the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021. In 2022, net income before non-cash depreciation and amortization was $8.3 million. Other non-cash charges included stock-based compensation of $0.9 million, $0.5 million of deferred financing costs and a $1.0 million decrease in net deferred taxes. Additionally, the change in net operating assets was $6.4 million in 2022. For the three months ended March 31, 2021, net income before non-cash depreciation and amortization was ~~$13.5~~$19.6 million. Other non-cash charges included stock-based compensation of ~~$1.1~~$0.8 million, ~~$1.3~~$0.8 million of deferred financing costs and a ~~$2.0~~$0.9 million increase in net deferred taxes. Additionally, the change in net operating assets was $12.7 million in 2021. For the six months ended June 30, 2020, net income before non-cash depreciation and amortization was $2.6 million. Other non-cash charges included stock-based compensation of $1.6 million, $1.2 million of deferred financing costs, a ($5.7) million increase in net deferred tax assets and interest income recognized on the interest rate swap of ($0.7) million. Additionally, the change in net operating assets was $10.1$0.9 million for the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021.

Cash used in investing activities was ~~($1.3)~~$0.6 million and ~~($0.9)~~$0.4 million for the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. Cash used in investing activities in both periods was for the purchase of fixed assets, leasehold improvements and software.

Cash used in financing activities was ~~($22.0)~~$4.8 million for the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, as compared to ~~($1.1)~~$18.2 million for the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021. Cash used in financing activities in 2022 was for the payment of dividends of $4.0 million and the repayment of debt in the amount of $0.8 million. Cash used in financing activities in 2021 was for the repayment of debt in the amount of ~~($10.7)~~$9.9 million, ~~payment~~redemption of preferred stock ~~redemption~~ of ~~($5.3)~~$5.3 million and payment of dividends of ($6.1) million, offset by proceeds from issuance of stock of $0.2 million. Cash used in 2020 was for the repayment of debt in the amount of ($2.7) million, offset by long-term borrowings of $1.4 million and proceeds from issuance of stock of $0.2$3.0 million.

Liquidity

At ~~June 30, 2021,~~March 31, 2022, we had ~~$56.7~~$59.3 million of cash and cash equivalents, compared to ~~$50.0~~$61.9 million at December 31, ~~2020.~~2021.

Amended Credit Facility

The Amended Credit Agreement provides for a $25.0 million revolving credit facility (the “Amended Revolving Loan”) which matures on June 30, 2024, and a $275.0 million term credit facility (the “Amended Term Loan” and, together with the Amended Revolving Loan, the “Amended Credit Facility”), which matures on December 31, 2024. The Amended Credit Facility includes a $5.0 million swingline commitment and a $10.0 million letter of credit sub-limit. Loans under the Amended Term Loan bear interest at a rate equal to, at the Company’s option, either the Adjusted Eurodollar Rate for the interest period in effect for such borrowing plus an Applicable Rate of 6.25% per annum, or the Alternate Base Rate plus an Applicable Rate of 5.25% per annum. Loans under the Amended Revolving Loan bear interest at a rate equal to, at the Company’s option, the Adjusted Eurodollar Rate for the interest period in effect for such borrowing plus the Applicable Rate ranging from 6.25% to 6.0% per annum, based on certain ratios. The interest rate was 7.25% for the three ~~and six~~ months ended ~~June 30, 2021.~~March 31, 2022. The Company is also required to pay a commitment fee on the unused portion of the Amended Revolving Loan at a rate ranging from 0.5% to 0.375%, based on certain ratios. The Company is required to make mandatory prepayments of outstanding indebtedness under the Amended Credit Agreement under certain circumstances. During the three months ended March 31, 2021, a prepayment of principal of $9.1 million was made.

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domestic subsidiaries of the Company. The obligations of the Loan Parties under the Amended Credit Agreement and other loan documents are secured, subject to customary permitted liens and other agreed upon exceptions, by a perfected security interest in all tangible and intangible assets of the Loan Parties, except for certain excluded assets, and equity interests of certain foreign subsidiaries of the Loan Parties held by the Loan Parties (subject to certain exclusions and limitations).

The Refinancing was deemed a partial extinguishment of the Term Loan (as defined below) under ASC Topic No. 470-50, “Debt – Modifications and Extinguishments” (Topic No. 470), whereby $107.1 million of the $403.8 million outstanding at the time of the Refinancing was deemed an extinguishment and $296.7 million was deemed a modification of debt. As such, unamortized deferred issuance costs of $0.7 million related to the extinguishment were written off in debt modification and extinguishment expenses and the remaining $1.9 million was deferred and amortized over the term of the Amended Term Loan.

In connection with the Amended Term Loan, third-party expenses of $4.4 million related to existing lenders were recognized in debt modification and extinguishment expenses. Expenses to new lenders of $1.1 million were deferred and amortized over the term of the Amended Term Loan along with $6.4 million of lender fees and issue discounts.

In total, the Company deferred debt issuance costs of $7.5 million related to the Amended Term Loan, $1.9 million related to the modification of the Term Loan and $0.5 million related to the Amended Revolving Loan. The debt issuance costs associated with the Amended Term Loan were capitalized against the principal balance of the debt, and the Amended Revolving Loan costs were capitalized in Other Assets. All issuance costs will be accreted through interest expense using the effective interest method for the duration of each respective debt facility. The interest expense related to the amortization of the Amended Credit Facility debt issuance costs during each of the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 was $0.5 ~~million and $0.9~~ million. As of ~~June 30, 2021~~March 31, 2022 there were ~~$7.4~~$6.0 million of unamortized deferred issuance costs.

At ~~June 30, 2021,~~March 31, 2022, there was ~~$263.9~~$261.8 million outstanding under the Amended Term Loan and no balance outstanding under the Amended Revolving Loan. Due to the prepayment, an additional $0.3 million of deferred financing costs were expensed based on the portion of debt paid. At ~~June 30, 2021,~~March 31, 2022, the Company evaluated the amount recorded under the Amended Term Loan and determined that the fair value was approximately ~~$264.9~~$260.5 million. The fair value of the debt is based on quoted inactive market prices and is therefore classified as Level 2 within the valuation hierarchy.

Certain restrictive covenants are contained in the Amended Credit Agreement, and the Company was in compliance with these covenants as of ~~June 30, 2021.~~March 31, 2022.

~~Prior Credit Facility~~

~~On July 31, 2015, in connection with the consummation of the Business Combination by and between the Company and Dow,~~ AgroFresh Inc. as the borrower and AF Solutions Holdings LLC as the guarantor, entered into a Credit Agreement with Bank of Montreal, as administrative agent (as subsequently amended prior to the Refinancing, the “Prior Credit Facility”). The Prior Credit Facility consisted of a $425.0 million term loan (the “Term Loan”), with an amortization equal to 1.00% per year, and a revolving loan facility (the “Revolving Loan”). The net proceeds of the Term Loan were used to fund a portion of the purchase price payable to Dow in connection with the Business Combination.

The Revolving Loan included a $10.0 million letter-of-credit sub-facility, issuances against which reduced the available capacity for borrowing. The Term Loan had a scheduled maturity date of July 31, 2021. As discussed above, the Prior Credit Facility was refinanced on July 27, 2020, and there were no amounts outstanding as of June 30, 2021. The interest rates on borrowings under the Prior Credit Facility were either the alternate base rate plus 3.75% or LIBOR plus 4.75% per annum, with a 1.00% LIBOR floor (with step-downs in respect of borrowings under the Revolving Loan dependent upon the achievement of certain financial ratios).

As of the Closing Date, the Company incurred approximately $12.9 million in debt issuance costs related to the Term Loan and $1.3 million in costs related to the Revolving Loan. The debt issuance costs associated with the Term Loan were capitalized against the principal balance of the debt, and the Revolving Loan costs were capitalized in Other Assets. The interest expense related to the amortization of the Term Loan debt issuance costs during the three and six months ended June 30, 2020, was approximately $0.6 million and $1.2 million, respectively.

~~Tecnidex~~Fruit Protection Debt

On March 23, 2020, ~~Tecnidex~~AgroFresh Fruit Protection entered into a €1.0 million loan agreement with Banco Santander, S.A., which provides funding through March 2023 at a 1.5% interest rate. In May 2020, ~~Tecnidex~~AgroFresh Fruit Protection entered into a €0.3 million loan agreement with BBVA,

~~Table of~~ ~~Contents~~

which provides funding through May 2025 at a 2.2% interest rate. In July 2020, ~~Tecnidex~~AgroFresh Fruit Protection entered into a €0.6 million loan agreement with Banco Santander, S.A., which provides funding through July 2025 at a 2.5% interest rate.

Preferred Stock Financing

On June 13, 2020, the Company entered into an Investment Agreement (the “Investment Agreement”) with ~~the Investor,~~PSP AGFS Holdings, L.P. ("PSP"), an affiliate of Paine Schwartz Partners, LLC, ~~(“PSP”),~~ pursuant to which, subject to certain closing conditions, ~~the Investor~~PSP agreed to purchase in a private placement an aggregate of $150,000,000 of convertible preferred equity of the Company. The transaction closed on July 27, 2020 (the "Closing Date") and a total of 150,000 shares of the Company’s newly-designated Series B-1 Convertible Preferred Stock, par value $0.0001 per share (the “Series B-1 Preferred Stock”) were purchased in such transaction (the “Private Placement”). On September 22, 2020, following the approval of the transactions contemplated by the Investment Agreement by the necessary regulatory body, the Company issued to ~~the Investor,~~PSP, for no additional consideration, a total of 150,000 shares of the Company’s newly-designated Series B-2 Convertible Preferred Stock, par value $0.0001 per share (the “Series B-2 Preferred Stock”). On September 25, 2020 (the "Exchange Date"), ~~the Investor~~PSP elected to exchange the shares of the Company’s Series B-1 Convertible Preferred Stock and Series B-2 Preferred Stock held by it for a total of 150,000 shares of the Company’s newly-designated Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”). Accordingly, effective as of the Exchange Date, the Company issued 150,000 shares of Series B Convertible Preferred Stock, par value $0.0001 per share, to ~~the Investor~~PSP and all of the shares of Series B-1 Preferred Stock and Series B-2 Preferred Stock held by ~~the Investor~~PSP were cancelled. No shares of Series B-1 Preferred Stock or Series B-2 Preferred Stock are outstanding as of ~~June 30, 2021.~~March 31, 2022.

The Series B Preferred Stock ranks senior to the shares of the Company’s common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Series B Preferred Stock has a liquidation preference of $1,000 per share (the “Stated Value”). Holders of the Series B Preferred Stock are entitled to a cumulative dividend at a rate of 16% per annum, of which 50% iswas payable in cash and 50% iswas payable in kind until the first anniversary of ~~the~~ Closing Date, after which 50% ~~will be~~is payable in cash, 37.5% ~~will be~~is payable in kind, and the remaining 12.5% ~~will be~~is payable in cash or in kind, at the Company’s option, subject in each case to adjustment under certain circumstances. Dividends on the Series B Preferred Stock are cumulative and payable quarterly in arrears. All dividends that are paid in kind will accrete to, and increase, the Stated Value. The applicable dividend rate is subject to increase by 2% per annum during any period that the Company is in breach of certain provisions of the ~~applicable~~ Certificate of Designation of the Series B Preferred Stock. The Series B Preferred Stock has been classified as temporary equity as it may be contingently redeemable in the event of a change of control, which is outside of the Company's control.

Associated with the Series B Preferred Stock, the Company paid dividends of ~~$3.3~~$2.4 million in kind and ~~$3.1~~$4.0 million in cash during the three months ended ~~June 30, 2021.~~March 31, 2022. The Company paid dividends of ~~$6.3~~$3.0 million in kind and ~~$6.1~~$3.0 million in cash during the ~~six~~three and three months ended ~~June 30, 2021. The Company paid no dividends during the three and six months ended June 30, 2020~~March 31, 2021 associated with the Series B Preferred Stock. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company had no accrued dividends.

Tabl e of Contents

The Series B Preferred Stock is convertible into Common Stock at the election of the holder at any time at an initial conversion price of $5.00 (the “Conversion Price”). The Conversion Price is subject to customary adjustments, including for stock splits and other reorganizations affecting the Common Stock and pursuant to certain anti-dilution provisions for below market issuances. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the maximum number of shares of common stock that could be issued upon conversion of the outstanding shares of Series B Convertible Preferred Stock was approximately ~~31.2~~32.7 million and ~~31.0~~32.2 million shares, respectively.

~~Off-Balance Sheet Arrangements~~

As of June 30, 2021, the Company did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations other than as disclosed in Note 21 - Commitments and Contingencies of the unaudited condensed consolidated financial statements. The Company has not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures within the meaning of Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The Company's disclosure controls are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. The Company's disclosure controls are also designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our Disclosure Controls, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily applied its judgment in evaluating and implementing possible controls and procedures.

As of ~~June 30, 2021,~~March 31, 2022, our management, with the participation of our CEO and CFO, has conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were ~~not~~ effective as of ~~June 30, 2021, due to material weaknesses in the Company's internal control over financial reporting as disclosed below.~~March 31, 2022.

Management's Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of published financial statements in accordance with generally accepted accounting principles.

Our internal control over financial reporting include those policies and procedures that:

•pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and

•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Management assessed the effectiveness of our internal control over financial reporting as of ~~June 30, 2021.~~March 31, 2022. In making this assessment, management used the criteria in Internal Control-Integrated Framework (2013) set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment using those criteria, management concluded that our internal control over financial reporting as of ~~June 30, 2021~~March 31, 2022 was ~~not~~ effective.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.

During 2020, the Company identified material weaknesses related to the design and operation of controls over significant nonrecurring transactions and the preparation and review of our income tax provision. Our controls over significant nonrecurring transactions were not sufficient to consider all accounting and disclosure ramifications nor the ongoing accounting requirements of such transactions. Our controls over the review of the income tax provision relied upon insufficient reviews over underlying information used in the preparation of the tax provision. These material weaknesses resulted in immaterial misstatements in our 2019 financial statements related to the accounting for redeemable non-controlling interest and the computation of the consolidated (benefit) provision for income taxes, which were corrected prior to issuance of the Company’s 2020 financial statements. Furthermore, a reasonable possibility exists that material misstatements in the Company’s 2020 financial statements will not be prevented or detected on a timely basis.

~~Table of~~ ~~Contents~~

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Plan to Remediate Material Weaknesses~~

The Company is currently in the process of remediating the material weaknesses and has taken and continues to take steps that address the underlying causes of the material weaknesses including improving the sufficiency of review of the information underlying the income tax provision and enhancing the review steps associated with significant and nonrecurring transactions. The Company has also implemented quarterly evaluations of the accounting implications of current and prior period significant and nonrecurring transactions that affect the Company's consolidated financial statements. The Company has instituted enhanced controls including review processes and reconciliations related to the tax provision. The Company intends to remediate these deficiencies as soon as possible and believes these actions will be sufficient to remediate the identified material weaknesses and strengthen the Company's internal control over financial reporting; however, there can be no guarantee that such remediation will be sufficient. The Company will continue to monitor the effectiveness of its controls and will make any further changes management determines appropriate.

Changes in Internal Controls

There were no changes in the Company's internal control over financial reporting that occurred during the ~~Company's most recent fiscal~~ quarter ended March 31, 2022 that ~~have~~has materially affected, or ~~are~~is reasonably likely to materially affect the Company's internal control over financial reporting.

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PART II- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time we are named as a defendant in legal actions arising from our normal business activities. Although we cannot predict with certainty the ultimate resolution of lawsuits, investigations and claims asserted against us, we do not believe any currently pending legal proceeding to which we are a party will have a material adverse effect on our business, prospects, financial condition, cash flows or results of operations.

ITEM 1A. RISK FACTORS

Ownership of our securities involves a high degree of risk. Holders of our securities should carefully consider, in addition to the historical financial statements and related notes and other information set forth in this Report, the risk factors discussed in Part I - Item 1A - Risk Factors included in our ~~2020~~2021 Form 10-K, all of which could materially affect our business or future results. ~~Other than the amended and restated risk factors and the additional risk factors set forth below, we~~We are not currently aware of any material changes to the risk factors disclosed in our ~~2020~~2021 Form 10-K. If any of the risks or uncertainties described in any of such risk factors actually occur, our business, financial condition and operating results could be adversely affected in a material way. This could cause the trading prices of our securities to decline, perhaps significantly, and you may lose part or all of your investment.

~~The Investor and The Dow Chemical Company (“Dow”) have significant influence over us, which could limit your ability to influence the outcome of key transactions, including a change of control.~~

As of June 30, 2021, the Investor owned 145,046 shares of our Series B preferred stock (the “Series B Preferred Stock”), which is currently convertible into approximately 31.2 million shares of our outstanding common stock representing approximately 37% of our outstanding common stock on an as-converted basis (and which votes with our common stock on an as-converted basis), and Dow owned approximately 21.0 million shares of our outstanding common stock. In addition, we will pay dividends-in-kind on the Series B Preferred Stock. Because of the degree of concentration of voting power (and the potential for such power to increase upon the purchase of additional stock and/or the payment of dividends-in-kind), your ability to elect members of our board of directors and influence our business and affairs, including any determinations with respect to mergers or other business combinations, the acquisition or disposition of assets, the incurrence of indebtedness, the issuance of any additional common stock or other equity securities, the repurchase or redemption of common stock and the payment of dividends, may be diminished.

In addition, the Investor and Dow have representation on the Company’s board of directors and have significant control over the management and affairs of the Company. The Investor currently has three designees on the board of directors and has the right to appoint one additional director to the board, and may have the right to appoint one or more additional directors in the future under certain circumstances. The Investor also has class approval rights over certain specified actions that would affect the holders of the Preferred Stock, and has the right to approve certain corporate actions for so long as it continues to hold at least 10% of the shares of common stock outstanding (on an as-converted basis).

~~If we do not successfully manage the transition associated with the appointment of a new chief executive officer, our business may be harmed.~~

On April 12, 2021, we announced the hiring of a new chief executive officer. Any changes in our business strategy that may result from hiring our new chief executive officer may have a disruptive impact on our ability to implement our business strategy and could have a material adverse effect on our business. Any changes in business strategies can create uncertainty, may negatively impact our ability to execute our business strategy quickly and effectively and may ultimately be unsuccessful. In addition, management transition periods can be difficult as the new management gains detailed knowledge of our operations, and friction or further management changes or disruptions could result from changes in strategy and management style. Until we integrate our new chief executive officer, we may be unable to successfully manage our business and growth objectives, and our business could suffer as a result.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Effective as of August 10, 2021, the Company terminated the ATM Sales Agreement, dated as of June 25, 2020, between the Company and Virtu Americas LLC, as its sales agent, which ATM Sales Agreement was described in the Current Report on Form 8-K filed by the Company on June 26, 2020.Not applicable.

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ITEM 6. EXHIBITS

Exhibit No. Description
3.1
(1) Second Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on July 31, 2015.
3.2
(4) Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation.
3.3
(1) Series A Certificate of Designation.
3.4
(6) Certificate of Designation of Series B Convertible Preferred Stock.
3.5
(2) Amended and Restated Bylaws.
3.6
(3) Amendment to the Amended and Restated Bylaws of AgroFresh Solutions, Inc., effective as of September 3, 2015.
3.7
(5) Amendment to the Amended and Restated Bylaws of AgroFresh Solutions, Inc., effective as of November 2, 2017.
4.1
(1) Specimen Common Stock Certificate.
4.2
(1) Specimen Warrant Certificate.
10.1
(7) Employment Agreement, dated April 12, 2021, between the Company and Clinton Lewis.
10.2
(7) Change in Control Executive Severance Agreement, dated April 12, 2021, between the Company and Clinton Lewis.
10.3
(8) Separation Agreement and Release between the Company and Jordi Ferre.
31.1
* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
31.2
* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Act of 1934, as amended.
32.1
* Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS * XBRL Instance Document
101.SCH * XBRL Taxonomy Extension Schema Document
101.CAL * XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF * XBRL Taxonomy Extension Definition Linkbase Document
101.LAB * XBRL Taxonomy Extension Label Linkbase Document
101.PRE * XBRL Taxonomy Extension Presentation Linkbase Document


Exhibit No.		Description
3.1	(1)	Second Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on July 31, 2015.
3.2	(4)	Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation.
3.3	(1)	Series A Certificate of Designation.
3.4	(6)	Certificate of Designation of Series B Convertible Preferred Stock.
3.5	(2)	Amended and Restated Bylaws.
3.6	(3)	Amendment to the Amended and Restated Bylaws of AgroFresh Solutions, Inc., effective as of September 3, 2015.
3.7	(5)	Amendment to the Amended and Restated Bylaws of AgroFresh Solutions, Inc., effective as of November 2, 2017.
4.1	(1)	Specimen Common Stock Certificate.
4.2	(1)	Specimen Warrant Certificate.
31.1	*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
31.2	*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Act of 1934, as amended.
32.1	*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	*	XBRL Instance Document
101.SCH	*	XBRL Taxonomy Extension Schema Document
101.CAL	*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	*	XBRL Taxonomy Extension Presentation Linkbase Document

———————————————————————————————

* Filed herewith.


(1)						Incorporated by reference to an exhibit to the Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission on August 6, 2015.
(2)						Incorporated by reference to Annex A to the Company’s definitive proxy statement (File No. 001-36197) filed with the Securities and Exchange Commission on July 16, 2015.
(3)						Incorporated by reference to an exhibit to the Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission on September 10, 2015.
(4)						Incorporated by reference to an exhibit to the Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission on June 7, 2017.
(5)						Incorporated by reference to an exhibit to the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission on November 9, 2017.
(6)						Incorporated by reference to an exhibit to the Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission on September 28, 2020.
~~(7)~~						~~Incorporated by reference to an exhibit to the Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission on April 12, 2021.~~
~~(8)~~						~~Incorporated by reference to an exhibit to the Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission on May 5,2021.~~

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			AgroFresh Solutions, Inc.
			Date:			~~August 10, 2021~~May 11, 2022

			/s/ Clinton A. Lewis, Jr.
			By:			Clinton A. Lewis, Jr.
			Title:			Chief Executive Officer

			/s/ Graham Miao
			By:			Graham Miao
			Title:			Chief Financial Officer

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(in thousands)			Amount
2021 (remaining)			$20,778
2022			41,054
2023			40,931
2024			40,812
2025			40,729
Thereafter			354,529
Total			$538,833