Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 13, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | AgroFresh Solutions, Inc. | |
Entity Central Index Key | 1,592,016 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 49,940,548 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 305,808 | $ 733,386 |
Prepaid expenses | 65,360 | 81,369 |
Total current assets | 371,168 | 814,755 |
Noncurrent assets: | ||
Deferred financing costs | 716,500 | |
Investments held in Trust Account | 220,504,371 | 220,502,961 |
Total assets | 221,592,039 | 221,317,716 |
Current liabilities: | ||
Due to related party | 179,969 | 69,966 |
Note payable - related party | 380,000 | |
Franchise tax payable | 18,000 | 180,000 |
Accrued expenses | 1,307,523 | 80,822 |
Total current liabilities | 1,885,492 | 330,788 |
Other liabilities: | ||
Deferred underwriting compensation | 7,717,500 | 7,717,500 |
Total liabilities | 9,602,992 | 8,048,288 |
Common stock subject to possible redemption 20,698,904 shares and 20,826,942 shares at June 30, 2015 and December 31, 2014, respectively | $ 206,989,037 | $ 208,269,418 |
Stockholders' equity: | ||
Preferred stock, $.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Common stock, $.0001 par value; 400,000,000 shares authorized; 6,935,659 shares and 6,735,558 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively (which excludes 20,698,904 shares and 20,826,942 shares subject to possible redemption at June 30, 2015 and December 31, 2014, respectively) | $ 687 | $ 674 |
Additional paid-in capital | 6,953,659 | 5,673,291 |
Accumulated deficit | (1,954,336) | (673,955) |
Total stockholders' equity, net | 5,000,010 | 5,000,010 |
Total liabilities and stockholders' equity | $ 221,592,039 | $ 221,317,716 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
CONDENSED BALANCE SHEETS | ||
Common stock subject to possible redemption, shares issued | 20,698,904 | 20,826,942 |
Preferred stock, par value (in dollar per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Par value of common stock (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 6,935,659 | 6,735,558 |
Common stock, shares outstanding | 6,935,659 | 6,735,558 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Expenses: | ||||
General and administrative expenses | $ 975,400 | $ 194,137 | $ 1,281,791 | $ 233,180 |
Loss from operations | (975,400) | (194,137) | (1,281,791) | (233,180) |
Dividend income | 305 | 301 | 1,410 | 364 |
Net loss attributable to common shares outstanding | $ (975,095) | $ (193,836) | $ (1,280,381) | $ (232,816) |
Weighted average number of common shares outstanding, basic and diluted (in shares) | 6,767,000 | 6,669,000 | 6,736,000 | 6,558,000 |
Net loss per common share outstanding, basic and diluted (in dollars per share) | $ (0.144) | $ (0.029) | $ (0.190) | $ (0.036) |
CONDENSED STATEMENT OF STOCKHOL
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY - 6 months ended Jun. 30, 2015 - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balances at Dec. 31, 2014 | $ 674 | $ 5,673,291 | $ (673,955) | $ 5,000,010 |
Balances (in shares) at Dec. 31, 2014 | 6,735,558 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Change in proceeds subject to possible redemption | $ 13 | 1,280,368 | 1,280,381 | |
Change in proceeds subject to possible redemption (in shares) | 128,038 | |||
Net loss attributable to common stockholders | (1,280,381) | (1,280,381) | ||
Balances at Jun. 30, 2015 | $ 687 | $ 6,953,659 | $ (1,954,336) | $ 5,000,010 |
Balances (in shares) at Jun. 30, 2015 | 6,863,596 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (1,280,381) | $ (232,816) |
Increase (decrease) in cash attributable to changes in assets and liabilities | ||
Prepaid expense | 16,009 | (129,043) |
Due to related party | 110,003 | 58,511 |
Franchise tax payable | (162,000) | 81,818 |
Accrued expenses | 510,201 | 15,425 |
Net cash used in operating activities | (806,168) | (206,105) |
Net cash used in investing activities | ||
Cash and investments held in Trust Account | (1,410) | (220,500,364) |
Cash flows from financing activities | ||
Proceeds from related party note payable | 380,000 | |
Payment of offering costs | (5,024,117) | |
Proceeds from the sale of warrants to Sponsor | 6,160,000 | |
Proceeds from Public Offering | 210,000,000 | |
Proceeds from the underwriter's partial exercise of their over-allotment option | 10,500,000 | |
Net cash provided by financing activities | 380,000 | 221,635,883 |
Net (decrease)/increase in cash | (427,578) | 929,414 |
Cash, beginning of period | 733,386 | 25,000 |
Cash, end of period | 305,808 | 954,414 |
Supplemental schedule of non-cash financing activities | ||
Deferred underwriting fees | $ 7,717,500 | |
Deferred financing costs included in accrued expenses | $ 716,500 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2015 | |
Organization and Business Operations | |
Organization and Business Operations | 1. Organization and Business Operations Incorporation AgroFresh Solutions, Inc., formerly known as Boulevard Acquisition Corp., (the “Company”) was incorporated in Delaware on October 24, 2013. Sponsor The Company’s sponsor was Boulevard Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). Fiscal Year End The Company selected December 31 st as its fiscal year end. Business Purpose The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses that it had not yet identified (the “Initial Business Combination”). As of June 30, 2015, the Company has neither engaged in any significant operations nor generated revenue to date. On July 31, 2015, the Company completed its Initial Business Combination and changed its name to AgroFresh Solutions, Inc. (as described in Note 9). Financing The registration statement for the Company’s initial public offering (the “Public Offering”) (as described in Note 3) was declared effective by the United States Securities and Exchange Commission (“SEC”) on February 12, 2014. On February 19, 2014, the Company consummated the Public Offering and a simultaneous private placement of warrants (Note 4) generating aggregate gross proceeds of approximately $216 million. On March 13, 2014, the underwriters for the Public Offering purchased additional units pursuant to the partial exercise of their over-allotment option and the Sponsor purchased additional private placement warrants generating aggregate additional gross proceeds of approximately $10.7 million. As of June 30, 2015 and December 31, 2014, approximately $220.5 million was held in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”). Business Combination Prior to the consummation of its Initial Business Combination on July 31, 2015, the Company was subject to the following provisions: The Company, after signing a definitive agreement for the Initial Business Combination, was required to either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders could seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the trust account and not previously released to the Company for its working capital requirements or to pay the Company’s franchise and income taxes, less franchise and income taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest earned on the funds held in the trust account and not previously released to the Company to pay the Company’s franchise and income taxes, less franchise and income taxes payable. The decision as to whether the Company would seek stockholder approval of the Initial Business Combination or would allow stockholders to sell their shares in a tender offer could be made by the Company, solely in its discretion, and could be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company sought stockholder approval, it could complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted were voted in favor of the Initial Business Combination. However, in no event could the Company redeem the shares of common stock included in the units sold in the Public Offering (the “Public Shares”) in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company could not proceed with the redemption of the Public Shares and the related Initial Business Combination, and instead could search for an alternate Initial Business Combination. In the event of a stockholder vote in connection with the Initial Business Combination, a public stockholder would have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the trust account and not previously released to the Company for its working capital requirements or to pay the Company’s franchise and income taxes, less franchise and income taxes payable. As a result, such shares of common stock were recorded at redemption amount and classified as temporary equity, in accordance with FASB, ASC 480, “Distinguishing Liabilities from Equity.” The Company only had 21 months from the closing of the Public Offering to complete its Initial Business Combination (or 24 months, if the Company had executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within such 21-month period). If the Company did not complete its Initial Business Combination within this period of time, it was required to (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for a per-share pro rata portion of the Trust Account, including interest earned on the funds held in the trust account and not previously released to the Company for its working capital requirements or to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), less franchise and income taxes payable, and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders entered into letter agreements with the Company, pursuant to which they waived their rights to participate in any redemption with respect to their initial shares. In the event of such distribution, it is possible that the per-share value of the residual assets remaining available for distribution (including Trust Account assets) would have been less than the initial public offering price per Unit in the Public Offering. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits emerging growth companies to delay complying with new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act). The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Significant Accounting Policies | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (GAAP) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2015 and December 31, 2014 and the results of operations for the six and three months ended June 30, 2015 and June 30, 2014. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. These unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The results of operations for the periods ended June 30, 2015 are not necessarily indicative of the results of operations to be expected for a full fiscal year. The condensed balance sheet at December 31, 2014 was derived from the Company’s audited financial statements but does not include all disclosures required by GAAP. Net Income/(Loss) Per Common Share Net income/(loss) per common share is computed by dividing net income/(loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. Since the Company is reflecting a loss for all periods presented, the effect of dilutive securities would be anti-dilutive; hence, diluted income/(loss) per common share is the same as basic income/(loss) per common share for the periods. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Deferred Financing Costs Deferred financing costs consist of $716,500 rating agency fees incurred through the balance sheet date that are directly related to entering into a Credit Agreement in connection with the consummation of the Initial Business Combination. Deferred financing costs will be amortized over the maturity period of the related debt instrument using the effective interest method. Redeemable Common Stock As discussed in Note 1, all of the Public Shares contained a redemption feature which allowed for the redemption of shares of common stock in connection with the liquidation of the Company, a tender offer or stockholder approval of the Initial Business Combination. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its amended and restated certificate of incorporation provided that in no event would it redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognized changes in redemption value immediately as they occurred and adjusted the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock were affected by charges against retained earnings or additional paid-in capital. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At June 30, 2015 and December 31 , 2014, the Company had a deferred tax asset of approximately $ 665 ,000 and $230,000 related to net loss carry forwards (which begin to expire in 2034), transaction costs and start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2015 and December 31, 2014. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Stock Dividends On February 11, 2014 and February 12, 2014, in connection with the two increases in the size of the Public Offering, the Company effected stock dividends of approximately 0.167 shares and 0.2 shares, respectively, for each outstanding share of common stock, resulting in the Company’s initial stockholders holding an aggregate of 6,037,500 shares of the Company’s common stock. All transactions and disclosures in the financial statements, related to the Company’s common stock, have been adjusted to reflect the effect of the stock dividends. Restricted Cash Equivalents Held in the Trust Account The amounts held in the Trust Account as of June 30, 2015 represented substantially all of the proceeds from the Public Offering (including proceeds from the exercise by the underwriters of their over-allotment option) and were classified as restricted assets since such amounts could only be used by the Company in connection with the consummation of an initial Business Combination. The funds held in the Trust Account were primarily invested in money market accounts which invest in United States Treasury securities. |
Public Offering
Public Offering | 6 Months Ended |
Jun. 30, 2015 | |
Public Offering | |
Public Offering | 3. Public Offering Public Units On February 19, 2014, the Company sold 21,000,000 units at a price of $10.00 per unit (the “Units”) in the Public Offering. Each Unit consists of one share of the Company’s common stock, $0.0001 par value per share, and one-half of one warrant (“Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of the Company’s common stock at a price of $11.50 per share. Under the terms of the warrant agreement, dated February 12, 2014, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act of 1933, as amended (the “Securities Act”), following the completion of the Initial Business Combination. Each Warrant will become exercisable 30 days after the completion of the Initial Business Combination. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of Warrants issued in connection with the Units during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. On March 13, 2014, the underwriters for the Public Offering purchased an additional 1,050,000 Units (the “Additional Units”) pursuant to their partial exercise of their over-allotment option. Each Additional Unit consists of one share of the Company’s common stock and one-half of one Warrant entitling the holder to purchase one share of the Company’s common stock at a price of $11.50. The Additional Units were sold at an offering price of $10.00 per Additional Unit, generating gross proceeds to the Company of $10,500,000. Simultaneously with the consummation of the sale of the Additional Units, the Company consummated the private sale of an additional 210,000 Warrants (the “Additional Private Placement Warrants”), each exercisable to purchase one share of common stock for a price of $11.50 per share, to the Sponsor, at a price of $1.00 per Additional Private Placement Warrant, generating gross proceeds of $210,000. On March 13, 2014, the Sponsor and the Company’s independent directors forfeited 525,000 Founder Shares in connection with the purchase by the underwriters of 1,050,000 Additional Units pursuant to the partial exercise of their over-allotment option. The Founder Shares and Private Placement Warrants would have become worthless if the Company did not complete a business combination. In addition, 1,378,125 founder earnout shares will be subject to forfeiture by the initial stockholders (or their permitted transferees) on the fifth anniversary of the Initial Business Combination unless at any time after the Initial Business Combination and prior to the fifth anniversary of the Initial Business Combination the last sale price of the common stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period or the company completes a liquidation, merger, stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for consideration in cash, securities or other property which equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). In connection with the Public Offering and the underwriters’ partial exercise of their over-allotment option, the Company paid an underwriting discount of 2% of the Unit offering price ($4,410,000 in aggregate). The Company paid a deferred underwriting discount of 3.5% of the gross offering proceeds ($7,717,500 in aggregate) upon the completion of the Company’s Initial Business Combination. The deferred underwriting discount became payable to the underwriters from the amounts held in the trust account as a result of the Company’s completion of its the Initial Business Combination on July 31, 2015. Warrant Terms and Conditions Each whole Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. No fractional shares will be issued upon exercise of the Warrants. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will round the number of shares of common stock to be issued to the warrant holder down to the nearest whole number. Each Warrant will become exercisable 30 days after the completion of the Company’s Business Combination. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of Warrants during the exercise period, there will be no net cash settlement of the Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. In accordance with the warrant agreement, the Company will be required to use its best efforts to maintain the effectiveness of a registration statement covering the shares of common stock issuable upon exercise of the Warrants. The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying the obligations described below with respect to registration. No Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available. Because the Company is not required to net cash settle the Warrants, the Warrants were recorded and classified within stockholders’ equity as “Additional paid-in capital” upon their issuance in accordance with FASB ASC 815-40. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions | |
Related Party Transactions | 4. Related Party Transactions Founder Shares In November 2013, the Sponsor purchased 6,037,500 shares (retroactively adjusted to reflect the effect of stock dividends — see Note 2) of the Company’s common stock (the “Founder Shares”) for $25,000, or approximately $.004 per share (retroactively adjusted to reflect the effect of stock dividends — see Note 2). In January 2014, the Sponsor assigned an aggregate of 60,375 Founder Shares (retroactively adjusted to reflect the effect of stock dividends — see Note 2) to the independent director nominees at their original purchase price. The Founder Shares are identical to the common stock included in the Units sold in the Public Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. 25% of the Founder Shares, representing 5% of the Company’s issued and outstanding shares after the Public Offering (including any exercise of the underwriters’ over-allotment option) are subject to forfeiture by the Sponsor under certain conditions described in the final prospectus. The Founder Shares have been placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions discussed in the final prospectus, the Founder Shares may not be transferred, assigned, sold or released from escrow until one year after the date of the consummation of the Initial Business Combination or earlier if, subsequent to the Initial Business Combination, (i) the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Rights - The Founder Shares are identical to the Public Shares except that (i) the Founder Shares are subject to certain transfer restrictions, as described above, and (ii) the initial stockholders agreed to waive their redemption rights in connection with the Initial Business Combination with respect to the Founder Shares and to waive their redemption rights with respect to the Founder Shares if the Company failed to complete the Initial Business Combination within 21 months (or 24 months, as applicable) from the closing of the Public Offering. Voting - In connection with any stockholder vote regarding the Initial Business Combination, the initial stockholders agreed to vote their Founder Shares and any shares of common stock purchased during or after the Public Offering in favor of the Initial Business Combination. Redemption - The initial stockholders and their permitted transferees waived their redemption rights with respect to the Founder Shares if the Company fails to complete the Initial Business Combination within the prescribed time frame. Private Placement Warrants On February 19, 2014, the Sponsor purchased from the Company an aggregate of 5,950,000 Warrants at a price of $1.00 per Warrant (a purchase price of $5.95 million), in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). On March 13, 2014, the Sponsor purchased from the Company an additional 210,000 Private Placement Warrants at a price of $1.00 per Warrant (a purchase price of $210,000) in a private placement that occurred simultaneously with the underwriters’ partial exercise of their over-allotment option. Each Private Placement Warrant entitles the holder to purchase one share of the Company’s common stock at $11.50 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the offering to be held in the trust account pending completion of the Initial Business Combination. The Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the Initial Business Combination and they will be non-redeemable so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants included in the Units sold in the offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public Offering and have no net cash settlement provisions. Registration Rights As of June 30, 2015, the holders of the Founder Shares and Private Placement Warrants held registration rights to require the Company to register the sale of certain securities held by them pursuant to a registration rights agreement. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities for sale under the Securities Act. In addition, these stockholders had “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company would bear the costs and expenses of filing any such registration statements. Administrative Services Agreement Commencing on February 13, 2014, the date the Company’s securities were initially listed for trading on the NASDAQ Capital Market, the Company had agreed to pay $10,000 per month to Avenue Capital Management II, L.P, an affiliate of the Sponsor, for office space, utilities, secretarial support and administrative services. Upon consummation of the Company’s Initial Business Combination on July 31, 2015, the Company ceased paying these monthly fees. For the six months ended June 30, 2015 and 2014, the Company recognized $60,000 and $45,714 of expense pursuant to the administrative services agreement. At June 30, 2015, the $60,000 is included in due to related party on the accompanying condensed balance sheet. Due to Related Party Due to related party represents amounts payable pursuant to the administrative services agreement and amounts payable to an affiliate for certain expenses paid on behalf of the Company. Note payable - Related Party Note payable — Related Party represents the loan received from Avenue Capital Management II, L.P, an affiliate of the Sponsor, to cover certain expenses related to the closing of the Initial Business Combination. The note bore interest at the rate of 0.43% per annum and was repaid upon the closing of the Initial Business Combination on July 31, 2015. |
Investments Held in Trust Accou
Investments Held in Trust Account | 6 Months Ended |
Jun. 30, 2015 | |
Investments Held in Trust Account | |
Investments Held in Trust Account | 5. Investments Held in Trust Account Upon the closing of the Public Offering, the simultaneous private placement of the Sponsor warrants and the underwriters’ partial exercise of their over-allotment option, a total of $220,500,000 was placed in the Trust Account. As of June 30, 2015 and December 31, 2014, investment securities in the Company’s Trust Account consisted of approximately $220.5 million in shares in money market accounts invested in United States Treasury securities with a maturity of 180 days or less. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Measurements | |
Fair Value Measurements | 6. Fair Value Measurements The Company has adopted FASB ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The adoption of FASB ASC 820 did not have an impact on the Company’s financial position or results of operations. The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset, and includes situations where there is little, if any, market activity for the asset: Quoted Significant Significant Prices in Other Other June 30, 2015 Active Markets Observable Inputs Unobservable Inputs Description (unaudited) (Level 1) (Level 2) (Level 3) Assets: United States Treasury Securities $ $ $ — $ — Quoted Significant Significant Prices in Other Other Active Markets Observable Inputs Unobservable Inputs Description December 31, 2014 (Level 1) (Level 2) (Level 3) Assets: United States Treasury Securities $ $ $ — $ — |
Equity
Equity | 6 Months Ended |
Jun. 30, 2015 | |
Equity | |
Equity | 7. Equity Common Stock — As of June 30, 2015, the authorized common stock of the Company included up to 400,000,000 shares. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At both June 30, 2015 and December 31, 2014 , there were 27,562,500 shares of common stock outstanding, including 20,698,904 and 20,826,942 shares subject to possible redemption respectively. Preferred Stock — The authorized preferred stock of the Company includes up to 1,000,000 shares. At June 30, 2015 , there were no shares of preferred stock issued and outstanding. |
Loss Contingency
Loss Contingency | 6 Months Ended |
Jun. 30, 2015 | |
Loss Contingency | |
Loss Contingency | 8. Loss Contingency In connection with identifying a potential target combination, the Company incurred material legal and due diligence expenses, which were to be paid to a law firm upon successful completion of an Initial Business Combination. On July 31, 2015, the Company completed its Initial Business Combination and paid to the law firm approximately $2.5 million under the contingent arrangement. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events | |
Subsequent Events | 9. Subsequent Events On July 31, 2015, the Company consummated the previously announced business combination (the “Business Combination”) pursuant to the Stock Purchase Agreement, dated April 30, 2015 (the “Purchase Agreement”), by and between the Company and The Dow Chemical Company (“TDCC”), providing for the acquisition by the Company of the AgroFresh™ business from TDCC, resulting in AgroFresh Inc. (“AgroFresh”) becoming a wholly-owned, indirect subsidiary of the Company. The Company was not required to redeem any shares of its common stock in connection with the closing of the Business Combination (the “Closing”). In the Business Combination and pursuant to the Purchase Agreement, the Company paid the following consideration to Rohm and Haas Company (“R&H”): (i) 17,500,000 shares of Common Stock (the “Stock Consideration”) and (ii) $635 million in cash (the “Cash Consideration”). In addition, prior to the Closing, the Company issued 4,878,048 shares of Common Stock (the “Private Placement Shares”), at a purchase price of $10.25 per share and an aggregate purchase price of $50.0 million, to five investors (the “Private Placement Investors”) pursuant to the certain subscription agreements entered into on May 22, 2015. In addition to the Cash Consideration paid at Closing, TDCC will be entitled to receive in 2018 an additional deferred payment from the Company of $50,000,000, subject to the achievement of a specified average EBITDA level over the two year period from January 1, 2016 to December 31, 2017. In connection with the closing of the Business Combination (the “Closing”), the Company changed its name from Boulevard Acquisition Corp. to AgroFresh Solutions, Inc. In connection with the consummation of the Business Combination, AgroFresh, on July 31, 2015, as the borrower and AF Solutions Holdings LLC (“AF Holdings”), each a wholly-owned subsidiary of the Company, acting as guarantor, entered into a Credit Agreement with Bank of Montreal, as administrative agent (the “Agent”), BMO Capital Markets Corp., Credit Suisse Securities (USA) LLC (“Credit Suisse”), and Sumitomo Mitsui Banking Corporation (“Sumitomo”) as joint lead arrangers and joint bookrunners, BMO Capital Markets Corp. and Credit Suisse, as joint physical bookrunners, Credit Suisse as syndication agent, Sumitomo as documentation agent, and the lenders party thereto from time to time (the “Credit Facility”). The Credit Facility consists of a $425 million term loan (the “Term Loan”), with an amortization equal to 1.00% per year, and a $25 million revolving loan (which revolving loan includes a $10 million letter-of-credit sub-facility) (the “Revolving Loan”). The Term Loan has a scheduled maturity date of July 31, 2021, and the Revolving Loan has a scheduled maturity date of July 31, 2019. Borrowings under the loans shall be comprised of alternate base rate loans (an “ABR Borrowing”) or Eurodollar loans (a “Eurodollar Borrowing”), with the applicable margin of interest being ABR plus 3.75% per annum for ABR Borrowings and LIBOR plus 4.75% per annum for Eurodollar Borrowings (with step-downs in respect of borrowings under the Revolving Loans dependent upon the achievement of certain financial ratios). The obligations under the Credit Facility are secured by liens on substantially all of the assets of (a) AgroFresh and its direct wholly-owned domestic subsidiaries (the “Subsidiary Guarantors”), and (b) AF Holdings, including the common stock of AgroFresh, pursuant to that certain Collateral Agreement, dated as of July 31, 2015, by and among AgroFresh, its Subsidiary Guarantors, AF Holdings, and the Agent (the “Collateral Agreement”). The proceeds of the Credit Facility were used to fund a portion of the purchase price payable to R&H, a wholly-owned subsidiary of TDCC, in connection with the Business Combination. Amounts available under Revolving Loans may also be used for working capital, general corporate purposes, and other uses, all as more fully set forth in the Credit Agreement. On July 31, 2015, in connection with, and as a condition to the Closing, Boulevard, TDCC, R&H, Boulevard Acquisition Sponsor, LLC (the “Sponsor”), Robert J. Campbell, Joel Citron and Darren Thompson (each individual, together with the Sponsor, collectively the “Initial Stockholders”) entered into an Investor Rights Agreement (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, any direct or indirect holder of the Company’s common stock that is party to the Investor Rights Agreement is entitled to demand that the Company register the resale of its securities subject to certain minimum requirements. In addition, such holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Closing. The Company is required to deliver financial statements and other information for each accounting period to TDCC, R&H, and their subsidiaries that are holders of Common Stock or other equity securities of the Company. The Investor Rights Agreement provides that the Company will take all necessary action to cause (i) Torsten Kraef (the “Preferred Director”), the individual designated for appointment to the board of directors of the Company (the “Board”) by R&H as the holder of the outstanding share of Series A Preferred Stock of the Company (the “Series A Preferred Stock”), to be elected a member of the board of directors of each subsidiary of the Company, and (ii) each of Gregory F. Freiwald and Macauley Whiting, Jr., each of whom are nominated to the Board by TDCC pursuant to the terms of the Purchase Agreement, to be appointed a member of each committee of the Board of which the Preferred Director is not a member. The Investor Rights Agreement also provides for a lock-up period for the shares of Common Stock held by TDCC, R&H and the Initial Stockholders ending twelve months after the Closing, subject to limited exceptions, including that R&H has the right to transfer its securities if, in its sole discretion, R&H determines in good faith that its ownership percentage of Common Stock and non-voting common stock of the Company would require it to consolidate the results of operations and financial position of the Company (a “Consolidation Risk”) and if after providing the Company with notice of this Consolidation Risk (the “Consolidation Notice”), the Company has not engaged R&H in transactions to reduce its ownership percentage to a level to remediate the Consolidation Risk within 20 business days following the date of the Consolidation Notice. The Investor Rights Agreement supersedes all similar agreements relating to the right to register securities of the Company, and terminates any such agreements between the Company and the Initial Stockholders, such as the existing registration rights agreement and lock-up agreements between Boulevard and the Initial Stockholders. On July 31, 2015, in connection with, and as a condition to the Closing, TDCC, R&H, AgroFresh and Boulevard entered into a Tax Receivables Agreement (the “Tax Receivables Agreement”). Pursuant to the Tax Receivables Agreement, the Company will pay annually to TDCC 85% of the amount of the tax savings, if any, in U.S. Federal, state and local income tax or franchise tax that Company actually realizes as a result of the increase in tax basis of the AgroFresh assets resulting from a section 338(h)(10) election that Boulevard and TDCC have agreed to make in connection with the Business Combination. While the amount and timing of any payments under the Tax Receivables Agreement will vary depending upon a number of factors, including the amount and timing of our income, we expect that during the anticipated term of the Tax Receivables Agreement the payments that we may make to TDCC could be substantial. In addition, payments under the Tax Receivables Agreement will give rise to additional tax benefits and therefore to additional potential payments under the Tax Receivables Agreement. The term of the Tax Receivables Agreement will commence at Closing and will continue until all such tax benefits have been utilized or expired, unless we exercise our right to terminate the Tax Receivables Agreement for an amount based on an agreed value of payments remaining to be made under the Tax Receivables Agreement. On July 31, 2015, in connection with, and as a condition to the Closing, TDCC and AgroFresh entered into a Transition Services Agreement (the “Transition Services Agreement”). Pursuant to the Transition Services Agreement, TDCC will provide AgroFresh with, among other things, certain marketing and sales, customer service, supply chain, environmental health and safety, consulting, business records, packaging and storage, research and development, information technology and finance services for a limited period of time after the Closing (ranging from six months to five years depending on the service), in exchange for the fees set forth in the Transition Services Agreement. The Transition Services Agreement also provides for a $5 million execution fee that Boulevard paid to TDCC at the Closing. On July 31, 2015, in connection with, and as a condition to the Closing, TDCC, R&H, Boulevard and the Sponsor entered into a Warrant Purchase Agreement (the “Warrant Purchase Agreement”). Pursuant to the Warrant Purchase Agreement, beginning on the Closing Date and ending on the date that is nine months after the Closing Date, the Company is required to purchase in the open market warrants issued in connection with Boulevard’s initial public offering (the “Public Offering”), in an aggregate amount of $10 million, at a purchase price per warrant of no more than $1.25. If the Company has not purchased in the aggregate $10 million of warrants before April 30, 2016, the Sponsor may sell to the Company private placement warrants it holds at $1.00 per private placement warrant to satisfy the obligation (such private placement warrants, together with all other warrants purchased under the Warrant Purchase Agreement, the “Purchased Warrants”). Pursuant to the Warrant Purchase Agreement, the Company is required to issue to R&H no later than April 30, 2016, warrants to purchase the Company’s Common Stock representing 66-2/3% of the Purchased Warrants at no cost to R&H and on the same terms as the warrants issued in connection with the Public Offering. In the event that the Company has not issued to R&H an aggregate of 6,000,000 warrants on or prior to April 30, 2016, (a) the Sponsor will be required to transfer to the Company, at no cost to the Company, the number of warrants equal to one-half of the difference between (i) 6,000,000 and (ii) the number of warrants issued by the Company to R&H on or prior to such date (such difference between clauses (i) and (ii), the “Make-Up Warrant Amount”) and (b) the Company will be required to issue such number of warrants equal to the Make-Up Warrant Amount. On July 31, 2015, in connection with, and as a condition to the Closing, Boulevard, the Initial Stockholders and Avenue Capital Management II, L.P. entered into an Omnibus Termination Agreement (the “Termination Agreement”). Pursuant to the Termination Agreement, (i) the Second Amended and Restated Sponsor Warrants Purchase Agreement, dated February 12, 2014, (ii) the Securities Purchase Agreement, dated November 19, 2013, (iii) the Promissory Note, dated November 19, 2013, (iv) the Registration Rights Agreement, dated February 12, 2014, (v) the Securities Assignment Agreement, dated January 31, 2014, and (vi) the Administrative Services Agreement, dated February 12, 2014, which were each entered into in connection with the Public Offering, were terminated. In addition, on July 31, 2015, (i) each of the Initial Stockholders entered into Letter Agreements with Boulevard (each a “Letter Agreement” and collectively, the “Letter Agreements”), with each Letter Agreement replacing and superseding each Initial Stockholder’s respective Letter Agreement, dated February 12, 2014, with Boulevard, executed in connection with the Public Offering, and (ii) Boulevard, the Initial Stockholders and Continental Stock Transfer & Trust Company, the Company’s transfer agent, entered into an amendment to the Securities Escrow Agreement, dated February 12, 2014 (the “Escrow Agreement Amendment”), which was executed in connection with the Public Offering. Pursuant to the terms of the Purchase Agreement, the Letter Agreements terminated the existing lock-up agreements between Boulevard and the Initial Stockholders and the existing escrow periods for the Common Stock and warrants of the Company held by the Initial Stockholder’s, respectively. The Letter Agreements provide for a lock-up period for the shares of Common Stock held by the Initial Stockholders ending twelve months after the Closing. The Escrow Agreement Amendment extended the existing escrow period of (i) the Common Stock held by the Initial Stockholders until the expiration of the lock-up period under the Letter Agreements, and (ii) the warrants of the Company held by the Initial Stockholders until 30 days after the Closing. During the three and six months ended June 30, 2015, the Company recorded approximately $0.8 million in transaction costs related to the Initial Business Combination, which are included in general and administrative expenses in the condensed statement of operations. The following pro forma results for the three and six months ended June 30, 2015 and 2014 assumes the acquisition occurred as of the beginning of 2014 and is inclusive of preliminary purchase price adjustments. The Company did not include in the unaudited pro forma adjustments one time charges of approximately $19.7 million. The pro forma results are not necessarily indicative of the results that actually would have been obtained. Unaudited Unaudited Three Months Ended (in thousands) Six Months Ended (in thousands) 2015 2014 2015 2014 Net Sales $ $ $ $ Net loss ) ) ) ) The unaudited pro forma results have been prepared to illustrate the effect of the Business Combination and related financing transactions and have been prepared for informational purposes only and should not be relied upon. The historical financial results of the Company and AgroFresh have been combined and adjusted in the pro forma results to give effect to pro forma events that are ( 1 ) directly attributable to the Business Combination and related f inancing transactions, (2) factually supportable and (3) with respect to the net sales and earnings, expected to have a material continuing impact on the results of the post-Transaction company. |
Significant Accounting Polici16
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (GAAP) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2015 and December 31, 2014 and the results of operations for the six and three months ended June 30, 2015 and June 30, 2014. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. These unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The results of operations for the periods ended June 30, 2015 are not necessarily indicative of the results of operations to be expected for a full fiscal year. The condensed balance sheet at December 31, 2014 was derived from the Company’s audited financial statements but does not include all disclosures required by GAAP. |
Net Income/(Loss) Per Common Share | Net Income/(Loss) Per Common Share Net income/(loss) per common share is computed by dividing net income/(loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. Since the Company is reflecting a loss for all periods presented, the effect of dilutive securities would be anti-dilutive; hence, diluted income/(loss) per common share is the same as basic income/(loss) per common share for the periods. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs consist of $716,500 rating agency fees incurred through the balance sheet date that are directly related to entering into a Credit Agreement in connection with the consummation of the Initial Business Combination. Deferred financing costs will be amortized over the maturity period of the related debt instrument using the effective interest method. |
Redeemable Common Stock | Redeemable Common Stock As discussed in Note 1, all of the Public Shares contained a redemption feature which allowed for the redemption of shares of common stock in connection with the liquidation of the Company, a tender offer or stockholder approval of the Initial Business Combination. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its amended and restated certificate of incorporation provided that in no event would it redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognized changes in redemption value immediately as they occurred and adjusted the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock were affected by charges against retained earnings or additional paid-in capital. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At June 30, 2015 and December 31 , 2014, the Company had a deferred tax asset of approximately $ 665 ,000 and $230,000 related to net loss carry forwards (which begin to expire in 2034), transaction costs and start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2015 and December 31, 2014. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Stock Dividends | Stock Dividends On February 11, 2014 and February 12, 2014, in connection with the two increases in the size of the Public Offering, the Company effected stock dividends of approximately 0.167 shares and 0.2 shares, respectively, for each outstanding share of common stock, resulting in the Company’s initial stockholders holding an aggregate of 6,037,500 shares of the Company’s common stock. All transactions and disclosures in the financial statements, related to the Company’s common stock, have been adjusted to reflect the effect of the stock dividends. |
Restricted Cash Equivalents Held in the Trust Account | Restricted Cash Equivalents Held in the Trust Account The amounts held in the Trust Account as of June 30, 2015 represented substantially all of the proceeds from the Public Offering (including proceeds from the exercise by the underwriters of their over-allotment option) and were classified as restricted assets since such amounts could only be used by the Company in connection with the consummation of an initial Business Combination. The funds held in the Trust Account were primarily invested in money market accounts which invest in United States Treasury securities. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Measurements | |
Schedule of assets that are measured at fair value on a recurring basis and fair value hierarchy of valuation techniques utilized to determine such fair value | Quoted Significant Significant Prices in Other Other June 30, 2015 Active Markets Observable Inputs Unobservable Inputs Description (unaudited) (Level 1) (Level 2) (Level 3) Assets: United States Treasury Securities $ $ $ — $ — Quoted Significant Significant Prices in Other Other Active Markets Observable Inputs Unobservable Inputs Description December 31, 2014 (Level 1) (Level 2) (Level 3) Assets: United States Treasury Securities $ $ $ — $ — |
Subsequent Events (Tables)
Subsequent Events (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events | |
Schedule of pro forma operating results | Unaudited Unaudited Three Months Ended (in thousands) Six Months Ended (in thousands) 2015 2014 2015 2014 Net Sales $ $ $ $ Net loss ) ) ) ) |
Organization and Business Ope19
Organization and Business Operations (Details) - USD ($) | Mar. 13, 2014 | Feb. 19, 2014 | Jun. 30, 2015 | Dec. 31, 2014 |
Organization and Business Operations | ||||
Aggregate gross proceeds from public offering and private placement of warrants | $ 216,000,000 | |||
Additional gross proceeds from underwriter's partial exercise of over-allotment option and purchase of additional warrants in private placement by sponsor | $ 10,700,000 | |||
Amount placed in trust account with Continental Stock Transfer & Trust Company acting as trustee (the "Trust Account") | $ 220,500,000 | $ 220,500,000 | ||
Number of business days prior to consummation of initial business combination that balance in trust account may be used to redeem shares of stockholders | 2 days | |||
Number of business days prior to commencement of tender offer that balance in trust account may be used to redeem shares of stockholders | 2 days | |||
Minimum net tangible assets required to be maintained to redeem the shares of common stock included in units sold in public offering | $ 5,000,001 | |||
Period from closing of public offering initial business combination required to be complete | 21 months | |||
Alternative period, as applicable, from closing of public offering initial business combination required to be complete | 24 months | |||
Maximum number of business days from the required period that the entity is allowed to complete business combinations that the entity must redeem public shares of common stock if business combination is not complete | 10 days | |||
Maximum amount interest earned on funds held in the trust account required to keep in trust account to pay dissolution expenses | $ 100,000 |
Significant Accounting Polici20
Significant Accounting Policies (Details) | Feb. 12, 2014itemshares | Feb. 11, 2014shares | Jun. 30, 2015USD ($)shares | Dec. 31, 2014USD ($)shares |
Deferred Financing Costs | ||||
Deferred financing costs | $ 716,500 | |||
Redeemable Common Stock | ||||
Threshold limit of net tangible assets (stockholders' equity) used to determine maximum redemption of common stock | 5,000,001 | |||
Income Taxes | ||||
Deferred tax assets | 665,000 | $ 230,000 | ||
Amount of interest and penalties accrued | $ 0 | $ 0 | ||
Stock Dividends | ||||
Number of increases in the size of the Public Offering | item | 2 | |||
Common stock dividend per share (in dollars per share) | shares | 0.2 | 0.167 | ||
Number of shares outstanding | shares | 6,037,500 | 6,935,659 | 6,735,558 |
Public Offering (Details)
Public Offering (Details) | Mar. 13, 2014USD ($)item$ / sharesshares | Mar. 13, 2014USD ($)$ / sharesshares | Feb. 19, 2014USD ($)$ / sharesshares | Feb. 19, 2014$ / sharesshares | Jun. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($)$ / shares |
Public offering | |||||||
Par value of common stock (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Number of shares called by each warrant | 1 | ||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | ||||||
Number of fractional shares issued upon exercise of the Warrants | 0 | ||||||
Period after the completion of the Initial Business Combination for exercise of warrants | 30 days | ||||||
Gross proceeds from issuance of additional private placement warrants | $ | $ 6,160,000 | ||||||
Underwriting discount paid (as a percent) | 2.00% | ||||||
Payments for Underwriting Discounts | $ | $ 4,410,000 | ||||||
Deferred underwriting discount payable (as a percent) | 3.50% | ||||||
Deferred underwriting discount payable | $ | $ 7,717,500 | $ 7,717,500 | |||||
Sponsor and the Company's independent directors | |||||||
Public offering | |||||||
Earnout shares subject to forfeiture on the fifth anniversary of initial business combination if threshold sales price of stock is met | 1,378,125 | 1,378,125 | |||||
Threshold sale price as a condition for forfeiture of shares (in dollars per share) | $ / shares | $ 13 | ||||||
Trading period within which last sale price of the common stock equals or exceeds threshold share price that would result in forfeiture of shares | item | 20 | ||||||
Consecutive trading period within which last sale price of the common stock equals or exceeds threshold share price that would result in forfeiture of shares | 30 days | ||||||
Public Offering. | Sponsor | |||||||
Public offering | |||||||
Price of units issued in public offering (in dollars per share) | $ / shares | $ 1 | ||||||
Gross proceeds from issuance of additional private placement warrants | $ | $ 5,950,000 | ||||||
Public Offering. | Units | |||||||
Public offering | |||||||
Sale of units | 21,000,000 | ||||||
Price of units issued in public offering (in dollars per share) | $ / shares | $ 10 | ||||||
Number of shares of common stock included in each unit | 1 | 1 | |||||
Par value of common stock (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Number of warrants for each unit issued | 0.5 | 0.5 | |||||
Number of shares called by each warrant | 1 | 1 | |||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||||
Exercise of underwriter's over-allotment option | Sponsor | |||||||
Public offering | |||||||
Price of units issued in public offering (in dollars per share) | $ / shares | $ 1 | $ 1 | |||||
Number of shares called by each warrant | 1 | 1 | |||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||||
Additional private placement warrants issued | 210,000 | 210,000 | |||||
Gross proceeds from issuance of additional private placement warrants | $ | $ 210,000 | $ 210,000 | |||||
Exercise of underwriter's over-allotment option | Sponsor and the Company's independent directors | |||||||
Public offering | |||||||
Additional units purchased by the underwriters in partial exercise of their over-allotment option (in units) | 1,050,000 | ||||||
Founder Shares forfeited | 525,000 | ||||||
Exercise of underwriter's over-allotment option | Units | |||||||
Public offering | |||||||
Price of units issued in public offering (in dollars per share) | $ / shares | $ 10 | ||||||
Number of shares of common stock included in each unit | 1 | 1 | |||||
Number of warrants for each unit issued | 0.5 | 0.5 | |||||
Number of shares called by each warrant | 1 | 1 | |||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||||
Additional units purchased by the underwriters in partial exercise of their over-allotment option (in units) | 1,050,000 | ||||||
Proceeds from sale of additional units | $ | $ 10,500,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | Mar. 13, 2014USD ($)$ / sharesshares | Mar. 13, 2014USD ($)$ / sharesshares | Feb. 19, 2014USD ($) | Feb. 19, 2014$ / sharesshares | Feb. 13, 2014USD ($) | Jan. 31, 2014shares | Nov. 30, 2013USD ($)$ / sharesshares | Jun. 30, 2015USD ($)item$ / sharesshares | Jun. 30, 2014USD ($) |
Related party transactions | |||||||||
Percentage of founder shares subject to forfeiture | 25.00% | ||||||||
Percentage of stock issued and outstanding subject to forfeiture | 5.00% | ||||||||
Period after the consummation of initial business combination that founder share activity is restricted, subject to certain conditions | 1 year | ||||||||
Number of days within 30 consecutive trading days in which closing sale price of the entity's common stock must exceed stated price of common stock in order to transfer, assign, sale or release founder shares from escrow account | item | 20 | ||||||||
Number of consecutive trading days during which closing price of the entity's common stock must exceed stated price in order to transfer, assign, sale or release founder shares from escrow account | 30 days | ||||||||
Minimum period after initial business combination that founder shares can be transferred, assigned, sold or released from escrow account on the basis of sale price, subject to certain conditions | 150 days | ||||||||
Period from closing of public offering initial business combination not complete allowing for waiving of redemption rights on founder shares | 21 months | ||||||||
Alternative period, as applicable, from closing of public offering initial business combination not complete allowing for waiving of redemption rights on founder shares | 24 months | ||||||||
Value of warrants purchased | $ | $ 6,160,000 | ||||||||
Number of shares of common stock to be converted upon entitlement of Private Placement Warrant | shares | 1 | ||||||||
Price per share of securities to convert warrant or right to common stock (in dollars per share) | $ 11.50 | ||||||||
Period after completion of initial business combination that the warrant holder may transfer, assign or sell warrants (including common stock issuable upon exercise of warrants) | 30 days | ||||||||
Maximum number of registration demands entitled to holders of Founder Shares and Private Placement Warrants | item | 3 | ||||||||
Minimum | |||||||||
Related party transactions | |||||||||
Sale price of common stock on which period to transfer, assign, sale or release founder shares from escrow account is based (in dollars per share) | $ 12 | ||||||||
Sponsor | |||||||||
Related party transactions | |||||||||
Founder Shares purchased | shares | 6,037,500 | ||||||||
Value of Founder Shares purchased | $ | $ 25,000 | ||||||||
Value of Founder Shares purchased (in dollars per share) | $ 0.004 | ||||||||
Founder Shares purchased assigned to independent directors nominees | shares | 60,375 | ||||||||
Sponsor | Public Offering. | |||||||||
Related party transactions | |||||||||
Sale of warrants to Sponsor | shares | 5,950,000 | ||||||||
Value of warrants purchased (in dollars per share) | $ 1 | ||||||||
Value of warrants purchased | $ | $ 5,950,000 | ||||||||
Sponsor | Exercise of underwriter's over-allotment option | |||||||||
Related party transactions | |||||||||
Sale of warrants to Sponsor pursuant to the underwriters' partial exercise of their over-allotment option | shares | 210,000 | 210,000 | |||||||
Value of warrants purchased (in dollars per share) | $ 1 | $ 1 | |||||||
Value of warrants purchased | $ | $ 210,000 | $ 210,000 | |||||||
Number of shares of common stock to be converted upon entitlement of Private Placement Warrant | shares | 1 | 1 | |||||||
Price per share of securities to convert warrant or right to common stock (in dollars per share) | $ 11.50 | $ 11.50 | |||||||
Avenue Capital Management II, L.P | |||||||||
Related party transactions | |||||||||
Amount agreed to be paid to related party for office space, utilities, secretarial support and administrative services | $ | $ 10,000 | ||||||||
Amount of administrative service expense | $ | $ 60,000 | $ 45,714 | |||||||
Interest rate, note payable - related party | 0.43% |
Investments Held in Trust Acc23
Investments Held in Trust Account (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Investments held in trust account | ||
Amount placed in trust account | $ 220.5 | $ 220.5 |
United States Treasury Securities | ||
Investments held in trust account | ||
Investment securities in trust account | $ 220.5 | $ 220.5 |
United States Treasury Securities | Maximum | ||
Investments held in trust account | ||
Maturity period | 180 days | 180 days |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Recurring - United States Treasury Securities - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Fair value | ||
Assets measured at fair value | ||
Assets: | $ 220,504,371 | $ 220,502,961 |
Quoted Prices in Active Markets (Level 1) | ||
Assets measured at fair value | ||
Assets: | $ 220,504,371 | $ 220,502,961 |
Equity (Details)
Equity (Details) | 6 Months Ended | |
Jun. 30, 2015itemshares | Dec. 31, 2014shares | |
Equity | ||
Authorized common stock (in shares) | 400,000,000 | 400,000,000 |
Number of vote entitled by holders of common stock for each share of common stock | item | 1 | |
Common stock outstanding (in shares) | 27,562,500 | 27,562,500 |
Common stock subject to possible redemption (in shares) | 20,698,904 | 20,826,942 |
Authorized preferred stock (in shares) | 1,000,000 | 1,000,000 |
Preferred stock issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Loss Contingency (Details)
Loss Contingency (Details) $ in Millions | Jul. 31, 2015USD ($) |
Subsequent Event | |
Loss Contingencies [Line Items] | |
Legal and due diligence expenses paid to a law firm upon successful completion of a business combination | $ 2.5 |
Subsequent Events (Details)
Subsequent Events (Details) - AgroFresh Inc. | Jul. 31, 2015USD ($)item$ / sharesshares | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) |
Subsequent Events | |||||
Transaction cost related to the Initial Business Combination | $ 800,000 | $ 800,000 | |||
Nonrecurring adjustments excluded from calculation of unaudited pro forma adjustments | 19,700,000 | ||||
Net Sales | 17,229 | $ 17,372 | 49,525 | $ 46,494 | |
Net loss | $ (25,619) | $ (25,655) | $ (34,093) | $ (34,344) | |
Subsequent Event | |||||
Subsequent Events | |||||
Cash consideration | $ 635,000,000 | ||||
Contingent consideration liability subject to achievement of a specified average EBITDA level from January 1, 2016 to December 31, 2017 | $ 50,000,000 | ||||
Period over which earnout is measured | 2 years | ||||
Subsequent Event | Private Placement | |||||
Subsequent Events | |||||
Number of Private Placement Shares issued | shares | 4,878,048 | ||||
Price per Private Placement Shares (in dollars per share) | $ / shares | $ 10.25 | ||||
Agregate price for Private Placement Shares | $ 50,000,000 | ||||
Number of Private Placement Investors | item | 5 | ||||
Subsequent Event | Common Stock | |||||
Subsequent Events | |||||
Number of shares issued as consideration | shares | 17,500,000 | ||||
Subsequent Event | Investor Rights Agreement | Common Stock | |||||
Subsequent Events | |||||
Lock-up period for common stock following the Closing | 12 months | ||||
Period following the date of Consolidation Notice that the Company has not engaged R&H to reduce its ownership percentage to remediate the Consolidation Risk | 20 days | ||||
Subsequent Event | Tax Receivables Agreement | |||||
Subsequent Events | |||||
Percentage of any tax savings owed to seller | 85.00% | ||||
Subsequent Event | Transmission Service Agreement | |||||
Subsequent Events | |||||
Execution fee paid to TDCC | $ 5,000,000 | ||||
Subsequent Event | Warrant Purchase Agreement | |||||
Subsequent Events | |||||
Percentage of repurchased warrants to be issued to seller | 66.67% | ||||
Number of warrants issuable to seller | shares | 6,000,000 | ||||
Cost for transfer of warrants from Sponsor | $ 0 | ||||
Percentage of difference between previously issued warrants and total warrants issuable to seller to be transferred from Sponsor | 0.50% | ||||
Subsequent Event | Warrant Purchase Agreement | Warrants issued in connection with IPO | |||||
Subsequent Events | |||||
Period following closing that entity shall repurchase warrants | 9 months | ||||
Aggregate amount of warrants to be repurchased | $ 10,000,000 | ||||
Maximum price per share of warrants to be repurchased (in dollars per share) | $ / shares | $ 1.25 | ||||
Subsequent Event | Warrant Purchase Agreement | Warrants issued in connection with Private Placement | |||||
Subsequent Events | |||||
Aggregate amount of warrants to be repurchased | $ 10,000,000 | ||||
Repurchase price per share or per unit of warrants (in dollars per share) | $ / shares | $ 1 | ||||
Subsequent Event | Escrow Agreement Amendment | Common Stock | |||||
Subsequent Events | |||||
Escrow period of the warrants held by Initial Stockholders after the Closing Date | 30 days | ||||
Subsequent Event | Minimum | Transmission Service Agreement | |||||
Subsequent Events | |||||
Period of transition services from TDCC following the Closing date | 6 months | ||||
Subsequent Event | Maximum | Transmission Service Agreement | |||||
Subsequent Events | |||||
Period of transition services from TDCC following the Closing date | 5 years | ||||
Subsequent Event | Credit Facility | ABR | |||||
Subsequent Events | |||||
Margin of interest (as a percent) | 3.75% | ||||
Subsequent Event | Credit Facility | LIBOR | |||||
Subsequent Events | |||||
Margin of interest (as a percent) | 4.75% | ||||
Subsequent Event | Term Loan | |||||
Subsequent Events | |||||
Maximum borrowing available | $ 425,000,000 | ||||
Amortization per year (as a percent) | 1.00% | ||||
Subsequent Event | Revolving loan | |||||
Subsequent Events | |||||
Maximum borrowing available | $ 25,000,000 | ||||
Subsequent Event | Letter-of-credit sub-facility | |||||
Subsequent Events | |||||
Maximum borrowing available | $ 10,000,000 |