AgroFresh Solutions (AGFS) 10-Q 16 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 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	Sep. 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	Q3

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 28,755
Accounts receivable, net of allowance for doubtful accounts of $- and $1,678, respectively	84,053
Inventories	89,815
Other assets	4,666
Total current assets	207,289
Property, plant and equipment, net	4,507
Goodwill	41,555
Intangible assets, net	829,229
Deferred income tax assets - noncurrent	401
Other Assets	2,763
Total assets	1,085,744
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	10,527
Current portion of long-term debt	4,250
Deferred income tax liabilities - current	401
Accrued and other current liabilities	37,772
Total current liabilities	52,950
Noncurrent liabilities
Long-term debt	407,163
Other noncurrent liabilities	169,978
Deferred income tax liabilities - noncurrent	9,779
Total liabilities	$ 639,870
Commitments and contingencies (see Note 16)
Stockholders' equity:
Common stock, par value $0.0001; 400,000,000 shares authorized and 49,940,548 shares issued and outstanding at September 30, 2015	$ 5
Preferred stock; par value $0.0001, 1 share authorized and outstanding at September 30, 2015
Additional paid-in capital	$ 467,520
Accumulated deficit	(20,223)
Accumulated other comprehensive (loss) income	(1,428)
Total equity	445,874
Total liabilities and stockholders' equity	$ 1,085,744
Predecessor
Current assets:
Accounts receivable, net of allowance for doubtful accounts of $- and $1,678, respectively		$ 64,399
Inventories		12,193
Deferred income tax assets - current		2,574
Total current assets		79,166
Property, plant and equipment, net		4,134
Goodwill		155,953
Intangible assets, net		96,961
Deferred income tax assets - noncurrent		475
Other Assets		817
Total assets		337,506
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable		5,944
Income taxes payable		51,137
Deferred income tax liabilities - current		32
Accrued and other current liabilities		12,057
Total current liabilities		69,170
Noncurrent liabilities
Other noncurrent liabilities		7,461
Deferred income tax liabilities - noncurrent		26,524
Total liabilities		$ 103,155
Commitments and contingencies (see Note 16)
Stockholders' equity:
Preferred stock; par value $0.0001, 1 share authorized and outstanding at September 30, 2015
Accumulated other comprehensive (loss) income		$ 2,058
Net parent investment		232,293
Total equity		234,351
Total liabilities and stockholders' equity		$ 337,506

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands	Sep. 30, 2015USD ($)$ / sharesshares
Par value of common stock (in dollars per share) | $ / shares	$ 0.0001
Common stock, shares authorized	400,000,000
Common stock, shares outstanding	49,940,548
Common stock, shares issued	49,940,548
Preferred stock, par value (in dollar per share) | $ / shares	$ 0.0001
Preferred stock, shares authorized	1
Preferred stock, shares outstanding	1
Predecessor
Allowance for Doubtful Accounts Receivable, Current | $	$ 1,678
Common stock, shares outstanding	49,940,548

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended	7 Months Ended	9 Months Ended
	Jul. 31, 2015	Sep. 30, 2015	Sep. 30, 2014	Jul. 31, 2015	Sep. 30, 2014
Net sales		$ 59,650
Cost of sales (excluding amortization, shown separately below)		45,719
Gross profit		13,931
Research and development expenses		1,946
Selling, general, and administrative expenses		12,744
Amortization of intangibles		6,815
Operating (loss) income		(7,574)
Other (expense) income		(1,462)
Loss on foreign currency exchange		(263)
Interest expense, net		(9,313)
(Loss) income before income taxes		(18,612)
(Benefit) provision for income taxes		(4,591)
Net (loss) income		$ (14,021)
Loss per share:
Basic (in dollars per share)		$ (0.28)
Diluted (in dollars per share)		$ (0.28)
Weighted average shares outstanding
Basic (in shares)		49,457,847
Diluted (in shares)		49,457,847
Predecessor
Net sales	$ 2,157		$ 66,245	$ 52,682	$ 113,739
Cost of sales (excluding amortization, shown separately below)	513		10,383	10,630	19,420
Gross profit	1,644		55,862	42,052	94,319
Research and development expenses	1,084		5,368	11,599	15,574
Selling, general, and administrative expenses	1,912		8,081	16,774	23,436
Amortization of intangibles	2,410		7,430	16,895	22,303
Operating (loss) income	(3,762)		34,983	(3,216)	33,006
Other (expense) income	2		(5)	8	(5)
(Loss) income before income taxes	(3,760)		34,978	(3,208)	33,001
(Benefit) provision for income taxes	(1,232)		10,493	10,849	21,246
Net (loss) income	$ (2,528)		$ 24,485	$ (14,057)	$ 11,755

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended	7 Months Ended	9 Months Ended
	Jul. 31, 2015	Sep. 30, 2015	Sep. 30, 2014	Jul. 31, 2015	Sep. 30, 2014
Net (loss) income		$ (14,021)
Other comprehensive (loss) income:
Foreign currency translation adjustments		(1,428)
Comprehensive (loss) income, net of tax		$ (15,449)
Predecessor
Net (loss) income	$ (2,528)		$ 24,485	$ (14,057)	$ 11,755
Other comprehensive (loss) income:
Foreign currency translation adjustments	1,034		4,702	(1,725)	1,943
Comprehensive (loss) income, net of tax	$ (1,494)		$ 29,187	$ (15,782)	$ 13,698

CONDENSED STATEMENT OF STOCKHOL

CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Preferred Stock	Common Stock	Net Parent Investment	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income	Total
Balances (Predecessor) at Dec. 31, 2014			$ 232,293			$ 2,058	$ 234,351
Increase (Decrease) in Stockholders' Equity
Loss of foreign currency translation adjustment | Predecessor						(1,725)	(1,725)
Additional paid in capital | Predecessor			6,211				6,211
Net loss | Predecessor			(14,057)				(14,057)
Balances (Predecessor) at Jul. 31, 2015			$ 224,447			333	224,780
Balances at Jul. 31, 2015		$ 1		$ 7,080	$ (6,202)		879
Balances (in shares) at Jul. 31, 2015		6,876,248
Increase (Decrease) in Stockholders' Equity
Reclassification of redeemable shares		$ 2		206,860			206,862
Reclassification of redeemable shares (in shares)		20,686,252
Issuance of PIPE shares				50,000			50,000
Issuance of PIPE shares (in shares)		4,878,048
Issuance of common and preferred shares to Dow		$ 2		209,998			210,000
Issuance of common and preferred shares to Dow (in shares)	1	17,500,000
Reclassification of warrants				(6,160)			(6,160)
Equity-based compensation				662			662
Repurchase of warrants				(920)			(920)
Loss of foreign currency translation adjustment						(1,428)	(1,428)
Net loss					(14,021)		(14,021)
Balances at Sep. 30, 2015		$ 5		$ 467,520	$ (20,223)	$ (1,428)	$ 445,874
Balances (in shares) at Sep. 30, 2015	1	49,940,548

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands	2 Months Ended	7 Months Ended	9 Months Ended
	Sep. 30, 2015	Jul. 31, 2015	Sep. 30, 2014
Cash flows from operating activities
Net (loss) income	$ (14,021)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	6,891
Stock-based compensation	673
Amortization of inventory fair value adjustment	38,702
Transaction costs	(4,637)
Deferred income taxes	(4,591)
Other	(160)
Changes in operating assets and liabilities (net of effects of acquisition):
Accounts receivable	(53,877)
Inventories	580
Prepaid expenses and other current assets	(4,316)
Accounts payable	10,216
Accrued expenses and other liabilities	7,355
Net cash (used in) provided by operating activities	(17,185)
Cash flows from investing activities
Cash paid for property and equipment	(219)
Acquisition of business, net of cash acquired	(625,541)
Restricted cash	220,505
Net cash (used in) provided by investing activities	(405,255)
Cash flows from financing activities
Proceeds from long term debt	425,000
Payment of debt issue costs	(12,889)
Payment of revolving credit facility fees	(1,252)
Other financing costs	(7,776)
Repayment of long term debt	(1,063)
Proceeds from private placement	50,000
Borrowings under revolving credit facility	500
Repayments of revolving credit facility	(500)
Insurance premium financing	1,294
Repayment of notes payable	(380)
Repurchase of warrants	(920)
Net cash provided by (used in) financing activities	452,014
Effect of exchange rate changes on cash and cash equivalents	(903)
Net (decrease)/increase in cash and cash equivalents	28,671
Cash and cash equivalents, beginning of period	84
Cash and cash equivalents, ending of period	28,755	$ 84
Supplemental disclosures of cash flow information:
Interest	4,141
Supplemental schedule of non-cash investing and financing activities:
Stock Issued	210,000
Acquisition-related contingent consideration	$ 181,366
Predecessor
Cash flows from operating activities
Net (loss) income		(14,057)	$ 11,755
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		17,379	22,798
Deferred income taxes		(4,218)
Loss on sales of property		(12)	(7,304)
Changes in operating assets and liabilities (net of effects of acquisition):
Accounts receivable		42,585	(9,488)
Inventories		(5,756)	(2,606)
Accounts payable		(798)	390
Income taxes payable		(36,070)	(5,305)
Other assets and liabilities		(4,651)	(4,880)
Net cash (used in) provided by operating activities		(5,598)	5,360
Cash flows from investing activities
Cash paid for property and equipment		(676)	(1,053)
Proceeds from sale of property		63
Net cash (used in) provided by investing activities		(613)	(1,053)
Cash flows from financing activities
Cash transfers to/from parent, net		6,211	(4,307)
Net cash provided by (used in) financing activities		$ 6,211	$ (4,307)

Description of Business

Description of Business	9 Months Ended
	Sep. 30, 2015
Description of Business
Description of Business	1. Description of Business AgroFresh Solutions, Inc. (the “Company”) is a global agricultural innovator in proprietary advanced technologies that enhance the freshness, quality, and value of fresh produce. The Company currently offers SmartFresh™ applications at customer sites through a direct service model utilizing third-party contractors and provides advisory services based on its extensive knowledge base on the use of its products collected through thousands of monitored applications. The Company operates in over 40 countries and currently derives the majority of its revenue working with customers to protect the value of apples, pears, and other produce during storage. Line extensions and new services have been introduced to strengthen the Company’s global position in post-harvest storage and to capitalize on adjacent growth opportunities in pre-harvest markets. The end markets that the Company serves are seasonal and are generally aligned with the seasonal growing patterns of the Company’s principal customers’ growing activities. For those customers growing, harvesting or storing apples, the Company’s primary target market, 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 six month period of a year, or the first half months of January through June, and the second half months of July through December, the apple 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 their 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. The Company was originally incorporated as Boulevard Acquisition Corp. (“Boulevard”), a blank check company, in Delaware on October 24, 2013, and was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination. On July 31, 2015, the Company completed a Business Combination (refer to Note 3) and changed its name to AgroFresh Solutions, Inc. Prior to consummation of the Business Combination, the Company’s efforts were limited to organizational activities, its initial public offering and related financings, and the search for suitable business acquisition transactions.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2015
Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation and Summary of Significant Accounting Policies	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 of America (“U.S. GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). For additional information, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the AgroFresh Business (defined below) and notes thereto for the year ended December 31, 2014 included in the Company’s definitive proxy statement filed with the SEC on July 16, 2015. The “AgroFresh Business” refers to the business conducted prior to the closing of the Business Combination by The Dow Chemical Company (“Dow”) through a combination of wholly-owned subsidiaries and operations of Dow, including through AgroFresh Inc. in the United States. As a result of the Business Combination, the Company was identified as the acquirer for accounting purposes, and the AgroFresh Business is the acquiree and accounting Predecessor. The Company’s financial statement presentation reflects the AgroFresh Business as the “Predecessor” for periods through July 31, 2015 (the “Closing Date”). On the Closing Date, Boulevard was re-named AgroFresh Solutions, Inc. and is the “Successor” for periods after the Closing Date, which includes consolidation of the AgroFresh Business subsequent to the Closing Date. The acquisition was accounted for as a business combination using the acquisition method of accounting, and the Successor financial statements reflect a new basis of accounting that is based on the fair value of net assets acquired. See Note 3 for further discussion of the Business Combination. As a result of the application of the acquisition method of accounting as of the effective time of the Business Combination, the financial statements for the Predecessor period and for the Successor period are presented on a different basis and, therefore, are not comparable. The historical financial information of Boulevard prior to the Business Combination has not been reflected in the Predecessor period financial statements as those amounts are not considered to be material. For the Condensed Statements of Stockholders’ Equity, the Predecessor results reflect the equity balances and activities of the AgroFresh Business at December 31, 2014 and July 31, 2015 prior to the closing of the Business Combination and the activities of the Predecessor through July 31, 2015 prior to the closing of the Business Combination; and the Successor results reflect the Company’s equity balances at July 31, 2015 following the closing of the Business Combination and the activities of the Company through September 30, 2015 following the closing of the Business Combination. For the fiscal year 2015, the Company’s financial statements reflect the one month and seven months ended July 31, 2015 (Predecessor) and the two months ended September 30, 2015 (Successor). For fiscal year 2014, the Company’s financial statements reflect the three months (quarter) and nine months (year to date) ended September 30, 2014 (Predecessor). In the opinion of the Company, the accompanying condensed consolidated financial statements reflect all adjustments, including normal and recurring adjustments, which are necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. Interim results are not necessarily indicative of results for a full year. The Company’s financial results are affected by the inherent seasonality of the agricultural industry. Financial information for the two months ended September 30, 2015 (Successor) and seven months ended July 31, 2015 (Predecessor) should not be annualized because of the seasonality of the Company’s business. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An “emerging growth company” can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company is an emerging growth company, and can adopt the new or revised standard at the time private companies adopt the new or revised standard. 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. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Management believes that such estimates have been based on reasonable and supportable assumptions and the resulting estimates are reasonable for use in the preparation of the condensed consolidated financial statements. Actual results could differ from these estimates. The Company’s significant estimates include the allocation of the purchase price to the fair value of assets acquired and liabilities assumed, impairment of goodwill and identifiable intangible assets, stock-based compensation, contingent liabilities and income tax valuation allowances. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition Revenue is recognized when there is evidence of an arrangement, the price is fixed and determinable, collection from the customer is probable and either an application service has been provided or, in certain arrangements, risk and title to product has been transferred to the customer, and usually occurs when the application occurs or at the time of shipment, respectively. The Company’s standard terms of delivery are included in its contracts of sale, order confirmation documents and invoices. Sales are recorded net of provisions for customer discounts and rebate programs. Cash and Cash Equivalents The Company considers short-term, highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Accounts and Other Receivables, Net Accounts and other receivables, net consist primarily of (i) outstanding amounts invoiced to end-users, re-sellers and third party contractors and (ii) unbilled revenue in arrangements where the earnings process has been completed but invoices have not been issued as of the reporting date. The allowance for doubtful accounts is based on historical experience and a review on a specific identification basis of the collectability of existing receivables. Inventories Inventories, consisting primarily of chemical products, are valued at the lower of cost (under the first-in, first-out method) or market. In connection with the Business Combination, the Company recognized a step-up in fair value of inventory of $111.4 million, which is being amortized into cost of sales in the condensed consolidated statements of (loss) income over a period approximating the Company’s estimated inventory turnover cycle and is expected to become fully amortized during fiscal year 2016. Property and Equipment Property and equipment includes leasehold improvements and equipment. Property and equipment acquired in business combinations are initially recorded at their estimated fair value. Property and equipment acquired or constructed in the normal course of business are initially recorded at cost. The Company provides for depreciation and amortization based on the estimated useful lives of assets using the straight-line method. Estimated useful lives are as follows: Leasehold improvements Shorter of useful life or lease term Equipment 3–15 years Leasehold improvements are amortized on the straight-line basis over the shorter of the estimated useful lives of the assets or the related lease term, which generally includes reasonably assured option periods expected to be exercised by the Company when the Company would suffer an economic penalty if not exercised. Gains and losses on the disposal of assets are recorded as the difference between the net proceeds received and net carrying values of the assets disposed and are included in loss (gain) on disposal of assets in the consolidated statements of comprehensive (loss) income. Debt Issuance Costs The debt issuance costs associated with the Term Loan (defined in Note 9 below) were capitalized against the principal balance of the debt, and the Revolving Loan costs (defined in Note 9 below) were capitalized in Other Assets. All issuance costs will be accreted through interest expense for the duration of each respective debt facility. Goodwill and Indefinite-lived Intangible Assets The Company’s goodwill and trade names are not amortized, but tested annually for impairment and tested more frequently for impairment if events and circumstances indicate that the asset might be impaired. The Company conducts annual goodwill and trade names impairment tests on the last day of each fiscal year or whenever an indicator of impairment exists. In assessing goodwill impairment, the Company has the option to first assess the qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the qualitative factors indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company performs a two-step impairment test of goodwill. In the first step, the Company estimates the fair value of the reporting unit and compares it to the carrying value of the reporting unit. If the carrying value exceeds the estimated fair value of the reporting unit, the second step is performed to measure the amount of the impairment loss, if any. In the second step, the amount of the impairment loss is the excess of the carrying amount of the goodwill over its estimated fair value. The Company’s indefinite-lived intangible assets, which primarily relate to trade names, are not amortized, but are tested at least annually for impairment using a quantitative impairment analysis, and more frequently if events and circumstances indicate that the asset might be impaired. The quantitative impairment analysis compares the fair value of each indefinite-lived intangible asset, based on discounted future cash flows using a relief-from-royalties methodology with the carrying value of the asset. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is measured as the difference between the implied fair value of the indefinite-lived intangible asset and its carrying amount. Intangible Assets, Net Intangible assets subject to amortization primarily comprise acquired technology and customer relationships and are amortized on the straight-line basis over their estimated useful lives. Stock-Based Compensation The Company grants various stock-based compensation awards to its officers and employees with service (time) and/or performance vesting conditions and which in some cases include a requirement or an option of the holder for settlement in cash upon exercise, including phantom stock awards. Awards without cash settlement conditions are accounted for as equity-based and the Company measures and recognizes compensation expense based on their estimated grant date fair values. Awards with cash settlement conditions, including phantom awards and stock appreciation rights, are accounted for as liability-based (except where cash-settlement is exclusively at the option of the Company) and the Company measures and recognizes compensation expense based on their estimated fair values as of the most recent reporting date. Fair values are estimated using an option pricing model for option grants and stock appreciation rights and the closing price of the Company’s common stock for restricted stock awards; fair values of phantom awards are estimated on the same basis as the stock-based award upon which their terms are derived. Compensation expense for the Company’s stock-based compensation awards is generally recognized on a straight-line basis; for awards with performance conditions, compensation expense is recognized if satisfaction of the performance condition is considered probable. Income Taxes The provision for income taxes has been determined using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted rates. The effect of a change in tax rates on deferred tax assets is recognized as an item of income or loss in the period that includes the enactment date. Deferred taxes are not provided on the unremitted earnings of subsidiaries outside of the United States when it is expected that these earnings will be permanently reinvested. Annual tax provisions include amounts considered sufficient to pay assessments that may result from examinations of prior year tax returns; however, the amount ultimately paid upon resolution of issues raised may differ from the amounts accrued. The financial statement effect of an uncertain income tax position is recognized when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Accruals are recorded for other tax contingencies when it is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated. Contingencies The Company recognizes liabilities for contingencies when it is probable that an asset has been impaired or that a liability has been incurred and the amount of impairment or loss can be reasonably estimated. The Company’s ultimate legal and financial liability with respect to such matters cannot be estimated with certainty and requires the use of estimates. When the reasonable estimate is a range, the recorded loss will be the best estimate within the range. The Company records legal settlement costs when those costs are probable and reasonably estimable. Fair Value of Financial Instruments The Company measures fair value using the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the underlying inputs, each fair value measurement in its entirety is reported in one of the three tiers in the fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: · Level 1, defined as observable inputs such as quoted prices in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and · Level 3, defined as unobservable inputs which reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques may include the use of third-party pricing services, option pricing models, discounted cash flow models and similar techniques. Foreign Currency Translation An entity’s functional currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the environment in which an entity primarily generates and expends cash. Assets and liabilities are translated at period-end rates; income statement amounts are translated at average rates during the course of the period. Translation gains and losses of those operations that use local currency as the functional currency, are included in accumulated other comprehensive income in the condensed consolidated balance sheets. Warrants Public Warrants On February 19, 2014, the Company sold 21,000,000 units at a price of $10.00 per unit (the “Units”) in its initial public offering (the “Public Offering”). Each Unit consisted of one share of the Company’s common stock and one-half of one warrant (“Warrant”). On March 13, 2014, the Company sold an additional 1,050,000 Units pursuant to the partial exercise by the underwriters for the Public Offering of their over-allotment option. Each such additional Unit consisted of one share of the Company’s common stock and one-half of one 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. These warrants are classified in equity. Private Placement Warrants Simultaneously with the Public Offering the Company issued 5,950,000 warrants, and upon the underwriters’ partial exercise of their over-allotment option on March 13, 2014, the Company issued an additional 210,000 warrants (collectively, the “Private Placement Warrants”). As of the Closing Date, these Private Placement Warrants were subject to the Warrant Purchase Agreement (see Note 3), resulting in liability classification. At the end of each reporting period this liability will be marked-to-market until settlement. Recently Issued Accounting Standards and Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers.” Under the new standard, revenue is recognized at the time a good or service is transferred to a customer for the amount of consideration received for that specific good or service. Entities may use a full retrospective approach or report the cumulative effect as of the date of adoption when implementing this standard. On July 9, 2015, the FASB voted to defer the effective date of this ASU by one year to December 15, 2017, for interim and annual reporting periods beginning after that date and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. The Company is currently evaluating the effects of this update. In July 2015, the FASB issued ASU No. 2015-11, “ Simplifying the Measurement of Inventory .” The update requires an entity to measure inventory at the lower of cost or net realizable value; subsequent measurement is unchanged for inventory measured using last-in, first-out (LIFO) or the retail inventory method. The amendments in this update are effective for annual and interim periods beginning after December 15, 2016 and should be applied retrospectively. Early adoption is permitted. The Company is currently evaluating the effects of this update. In September 2015, the FASB issued ASU No. 2015-16, “ Simplifying the Accounting for Measurement-Period Adjustments .” The update requires that an acquirer in a business combination recognize adjustments to provisional amounts, and related changes in depreciation, amortization or other income effects, that are identified during the measurement period in the reporting period in which the adjustment amount is determined. In addition, an entity is required to present separately the portion of the amount recorded in current-period earnings that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The amendments in this update are effective for annual and interim periods beginning after December 15, 2015 and should be applied prospectively. Early adoption is permitted. The Company is currently evaluating the effects of this update.

Business Combination

Business Combination	9 Months Ended
	Sep. 30, 2015
Business Combination
Business Combination	3. Business Combination On July 31, 2015, the Company consummated a business combination (the “Business Combination”) pursuant to the Stock Purchase Agreement, dated April 30, 2015 (the “Purchase Agreement”), by and between the Company and Dow providing for the acquisition by the Company of the AgroFresh Business from Dow, resulting in AgroFresh Inc. 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 (“Rohm and Haas”), a subsidiary of Dow: (i) 17,500,000 shares of common stock (the “Stock Consideration”) and (ii) $635 million in cash (the “Cash Consideration”). In addition, Dow is entitled to receive in 2018 a deferred payment from the Company of $50 million, subject to the Company’s achievement of a specified average EBITDA level over the two year period from January 1, 2016 to December 31, 2017. On July 31, 2015, in connection with, and as a condition to, the Closing, Dow, Rohm and Haas, the Company and Boulevard Acquisition Sponsor, LLC (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 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 Rohm and Haas 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 Rohm and Haas 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 Rohm and Haas 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 Rohm and Haas 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, Dow, Rohm and Haas, AgroFresh Inc. and Boulevard entered into a Tax Receivables Agreement (the “Tax Receivables Agreement”). Pursuant to the Tax Receivables Agreement, the Company will pay annually to Dow 85% of the amount of the tax savings, if any, in U.S. Federal, state and local income tax or franchise tax that the Company actually realizes as a result of the increase in tax basis of the AgroFresh Inc. assets resulting from a section 338(h)(10) election that the Company and Dow 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 the Company’s income, the Company expects that during the anticipated term of the Tax Receivables Agreement the payments that the Company may make to Dow 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 the Company exercises its 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. In addition, pursuant to the terms of the Purchase Agreement, the amount of the Cash Consideration paid as part of the purchase price is subject to adjustment following the Closing based upon the working capital of the AgroFresh Business as of the Closing Date being greater or less than a target level of working capital determined in accordance with the Purchase Agreement. The Company accounted for its acquisition of the AgroFresh Business as a business combination under the scope of FASB Accounting Standard Codification Topic (ASC) 805, Business Combinations , or ASC 805. Pursuant to ASC 805, the Company has been determined to be an accounting acquirer since the Company paid cash and equity consideration for all of the assets of the AgroFresh Business. The AgroFresh Business constitutes a business with inputs, processes and outputs. Accordingly, the acquisition of the AgroFresh Business constitutes the acquisition of a business in accordance with ASC 805 and is accounted for using the acquisition method. The following summarizes the purchase consideration paid to Dow: (in thousands) Calculation of Purchase Price Cash consideration $ Stock consideration (1) Warrant consideration (2) Deferred payment (3) Tax amortization benefit contingency (4) Total purchase price $ (1) The Company issued 17,500,000 shares of common stock valued at $12.00 per share as of July 31, 2015. (2) As discussed above, the Company entered into a Warrant Purchase Agreement whereby it agreed to issue to Dow a certain number of warrants by April 30, 2016. The Company calculated the fair value of the 6,000,000 warrants expected to be issued to Dow at $3.17 per warrant as of July 31, 2015. (3) As discussed above, the Company agreed to pay Dow a deferred payment of $50 million subject to the achievement of a specified average adjusted EBITDA level over the two year period from January 1, 2016 to December 31, 2017. The Company estimated the fair value of the deferred payment using the Black-Scholes option pricing model. (4) As discussed above, the Company entered into a Tax Receivables Agreement with Dow. The Company estimated the fair value of future cash payments based upon its estimate that the undiscounted cash payments to be made total approximately $319 million and are based on an estimated intangible write-up amortized over 15 years, tax effected at 37%, with each amortized amount then discounted to present value utilizing an appropriate market discount rate to arrive at the estimated fair value of the cash payments and the associated liability. The determination of the purchase price, in particular the contingent consideration, is based on preliminary valuations and is subject to final adjustment to reflect the final valuations. These final valuations could have a material impact on the preliminary determination of the total purchase price disclosed above. The Company recorded a preliminary allocation of the purchase price to the AgroFresh Business’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the July 31, 2015 closing date. The preliminary purchase price allocation is as follows: Preliminary Purchase Price Allocation (in thousands) Cash and cash equivalents $ Accounts receivable and other receivables Inventories Prepaid expenses and other current assets Total current assets Property and equipment Identifiable intangible assets Noncurrent deferred tax asset Other assets Total identifiable assets acquired Accounts payable ) Accrued and other current liabilities ) Pension and deferred compensation ) Other long-term liabilities ) Current deferred tax liability ) Deferred tax liability ) Other liabilities ) Net identifiable assets acquired Goodwill Total purchase price $ The preliminary values (in thousands) allocated to identifiable intangible assets and their estimated useful lives are as follows: (in thousands, except useful life data) Fair Value Useful life Software $ 4 years Developed technology 12 to 23 years Customer relationships 24 years Service provider network Indefinite Life Trade name Indefinite Life Total intangible assets $ Weighted average life of finite-lived intangible assets The goodwill of $41.6 million arising from the Business Combination is primarily attributable to the market position of the AgroFresh Business. This goodwill is not expected to be deductible for income tax purposes. For the two months ended September 30, 2015 (Successor), the Company incurred approximately $1.8 million of transaction expenses directly related to the Business Combination. The Company incurred $0.1 million and $1.4 million of transaction expenses, not reported in the Predecessor condensed consolidated statements of comprehensive income (loss), directly related to the Business Combination for the month ended July 31, 2015 (Predecessor) and the seven months ended July 31, 2015 (Predecessor), respectively. Transaction expenses, which were $1.3 million through June 30, 2015 and $0.7 million for the fiscal year 2014, were reported by the Company in prior 10-Q and 10-K filings which are also not reported with the Predecessor condensed consolidated statements of comprehensive income (loss). Cash outflows of $1.2 million related to transaction expenses previously expensed by the Company are reported as cash outflows for operating activities for the two months ended September 30, 2015. In addition, in connection with the Business Combination, the Company paid deferred underwriter compensation of $7.8 million in connection with the Company’s Public Offering which is included as cash outflows for financing activities for the two months ended September 30, 2015. The preliminary allocation of the purchase price, as well as the preliminary purchase price, is based on the preliminary valuations performed to determine the fair value of the net assets as of the acquisition date and is subject to final adjustment to reflect the final valuations, including the final working capital settlement and the value of contingent consideration. These final valuations of the assets and liabilities could have a material impact on the preliminary purchase price allocation disclosed above. The following unaudited pro forma combined financial information presents the Company’s results as though the Company and the AgroFresh Business had combined at January 1, 2014. The unaudited pro forma condensed consolidated financial information has been prepared using the acquisition method of accounting in accordance with U.S. GAAP (in thousands): (Unaudited) (in thousands) One month ended Seven months ended Three months ended Nine months ended July 31, 2015 (pro forma) July 31, 2015 (pro forma) September 30, 2014 (pro forma) September 30, 2014 (pro forma) Net Sales $ $ $ $ Net (loss) income $ ) $ ) $ $

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2015
Related Party Transactions
Related Party Transactions	4. Related Party Transactions The Company is a party to ongoing agreements with Dow, a related party, including, but not limited to, operating-related agreements for certain transition services, seconded employees and occupancy. The Company paid Dow an aggregate of $6.9 million for such services for the two-month period ending September 30, 2015, made up of a $5 million prepayment related to the Transition Services Agreement, $1.7 million related to the ongoing costs of the Transition Services Agreement, and $0.2 million for other expenses. As of September 30, 2015 the Company has an outstanding payable to Dow of $2.4 million related to $1.2 million of inventory purchased, $0.6 million for seconded employees, and $0.6 million for other expenses.

Inventories

Inventories	9 Months Ended
	Sep. 30, 2015
Inventories
Inventories	5. Inventories Inventories at September 30, 2015 and December 31, 2014 consisted of the following: Successor Predecessor (in thousands) September 30, 2015 December 31, 2014 Raw material $ $ Work-in-process Finished goods (1) Supplies Total inventories $ $ (1) The amount shown above includes the unamortized fair value adjustment. Refer to Note 3.

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2015
Property and Equipment
Property and Equipment	6. Property and equipment Property and equipment consisted of the following: Successor Predecessor (in thousands, except for useful life data) Useful life (years) September 30, 2015 December 31, 2014 Leasehold improvements 13-20 $ $ Equipment 1-12 Construction in progress Less: accumulated depreciation $ $ Depreciation expense of the Successor for the two months ended September 30, 2015 was $0.1 million. Depreciation expense of the Predecessor for the one month ended and seven months ended July 31, 2015 was $0.1 million and $0.5 million, respectively. Depreciation expense of the Predecessor for the three months and nine months ended September 30, 2014 was $0.1 million and $0.5 million, respectively. Depreciation expense is recorded in selling, general and administrative expense in the condensed consolidated statements of (loss) income.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	9 Months Ended
	Sep. 30, 2015
Goodwill and Intangible Assets
Goodwill and Intangible Assets	7. Goodwill and Intangible Assets Changes in the carrying amount of goodwill for the nine months ended September 30, 2015 are as follows: (in thousands) Goodwill Balance as of December 31, 2014 (Predecessor) $ Elimination of Predecessor goodwill ) Goodwill as a result of the Business Combination Balance as of September 30, 2015 (Successor) $ The Company’s other intangible assets at September 30, 2015 and December 31, 2014 consisted of the following: Successor Predecessor September 30, 2015 December 31, 2014 (in thousands) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Other intangible assets: Developed technology $ $ ) $ $ — $ — $ — Intellectual property — — — ) Trade name — ) Service provider network — — — — Customer relationships ) ) Software — ) Total intangible assets $ $ ) $ $ $ ) $ The weighted-average amortization period for the finite-lived intangible assets is 19.73 years. The weighted-average amortization period for developed technology, customer relationships and software is 19.68, 23.83 and 4.00 years, respectively. Goodwill and intangible assets at September 30, 2015 are based on the preliminary purchase price allocation of the AgroFresh Business, which is based on preliminary valuations performed to determine the fair value of the acquired assets as of the acquisition date. The amounts allocated to goodwill and other intangible assets are subject to final adjustment to reflect the final valuations. These final valuations could have a material impact on other intangible assets and goodwill. See Note 3 for further discussion of the acquisition of the AgroFresh Business. Estimated annual amortization expense for finite-lived intangible assets subsequent to September 30, 2015 is as follows: (in thousands) Amount 2015 (remaining) $ 2016 2017 2018 2019 Thereafter $

Accrued and other current liabi

Accrued and other current liabilities	9 Months Ended
	Sep. 30, 2015
Accrued and Other Current Liabilities
Accrued and other current liabilities	8. Accrued and other current liabilities The Company’s accrued and other current liabilities consisted of the following: Successor Predecessor (in thousands) September 30, 2015 December 31, 2014 Warrant consideration $ $ — Accrued compensation and benefits Accrued rebates payable Insurance premium financing payable — Non-income taxes payable — Deferred revenue — Other $ $

Debt

Debt	9 Months Ended
	Sep. 30, 2015
Debt
Debt	9. Debt The Company’s debt at September 30, 2015 consisted of the following: Successor (in thousands) September 30, 2015 Total Term Loan outstanding $ Less: Amounts due within one year Total long-term debt due after one year $ At September 30, 2015, the Company assessed the amount recorded under the Term Loan (defined below) and the Revolving Loan (defined below) and determined that such amounts approximated fair value. The fair values of the debt are based on quoted inactive market prices and are therefore classified as Level 2 within the valuation hierarchy. The Term Loan is presented net of deferred costs of issuance, which are amortized using the effective interest method over the term of the Term Loan. Gross deferred issuance costs at the inception of the Term Loan were $12.9 million and as of September 30, 2015 there were $12.5 million of unamortized deferred issuance costs. Scheduled principal repayments under the Term Loan subsequent to September 30, 2015 are as follows: (in thousands) Amount 2015 (remaining) $ 2016 2017 2018 2019 Thereafter $ Credit Facility (Successor) On July 31, 2015, in connection with the consummation of the Business Combination, AgroFresh Inc. as the borrower and its parent, AF Solutions Holdings LLC (“AF Solutions Holdings”), a wholly-owned subsidiary of the Company, as the guarantor, entered into a Credit Agreement with Bank of Montreal, as administrative agent (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 facility (the “Revolving Loan”). The Revolving Loan includes a $10 million letter-of-credit sub-facility, issuances against which reduce the available capacity for borrowing. As of September 30, 2015, the Company has issued $1.5 million of letters of credit, against which no funds have been drawn. 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. The interest rates on borrowings under the facilities are 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 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 Inc. and its direct wholly-owned domestic subsidiaries and (b) AF Solutions Holdings, including the common stock of AgroFresh Inc. The net proceeds of the Term Loan were used to fund a portion of the purchase price payable to Rohm and Haas in connection with the Business Combination. Amounts available under the Revolving Loan may also be used for working capital, general corporate purposes, and other uses, all as more fully set forth in the Credit Agreement. 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. All issuance costs will be accreted through interest expense for the duration of each respective debt facility. The accretion in interest expense during the period August 1, 2015 through September 30, 2015 was approximately $0.4 million.

Other non-current liabilities

Other non-current liabilities	9 Months Ended
	Sep. 30, 2015
Other Non-Current Liabilities
Other Non-Current Liabilities	10. Other noncurrent liabilities The Company’s other noncurrent liabilities consisted of the following: Successor Predecessor (in thousands) September 30, 2015 December 31, 2014 Tax amortization benefit contingency $ $ — Deferred payment — Deferred revenue — non-current — Other $ $

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2015
Stockholders' Equity
Stockholders' Equity	11. Stockholders’ Equity The authorized common stock of the Company consists of 400,000,000 shares. Holders of the Company’s common stock are entitled to one vote for each share of common stock. As of September 30, 2015, there were 49,940,548 shares of common stock issued and outstanding. As of September 30, 2015 there were warrants to purchase 16,790,233 shares of the Company’s common stock outstanding at a strike price of $11.50. Of the 16,790,233 warrants, 10,630,233 (net of the 394,767 warrants repurchased) were issued as part of the Units sold in the Public Offering in February 2014 and 6,160,000 warrants are the Private Placement Warrants. In connection with and as a condition to the consummation of the Business Combination, the Company issued Rohm and Haas one share of Series A Preferred Stock. Rohm and Haas, voting as a separate class, is entitled to appoint one director to the Company’s board of directors for so long as Rohm and Haas 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. Simultaneously with the Closing, the Company issued 4,878,048 shares of common stock at a price of $10.25 per share in a private placement to raise an aggregate of $50 million of additional equity.

Stock Compensation

Stock Compensation	9 Months Ended
	Sep. 30, 2015
Stock Compensation
Stock Compensation	12. Stock Compensation The Company’s stock-based compensation is in accordance with its 2015 Incentive Compensation Plan (the “Plan”), pursuant to which the Compensation Committee of the Company is authorized to grant up to 2,750,000 stock-based compensation awards to officers and employees of the Company, in the form of time or performance based options, stock-appreciation rights (SARs), restricted stock units (RSUs) or substitute awards. As of September 30, 2015, there were 1,045,384 shares available for grant under the Plan. Total stock-based compensation recorded by the Company for the two months ended September 30, 2015 was $0.7 million. The following table summarizes the components of stock-based compensation expense in the condensed consolidated statements of operations for the two months ended September 30, 2015: (in thousands) Research and development expenses $ Selling, general, and administrative expenses Total $ As of September 30, 2015, the Company had unrecognized compensation costs for stock options and SARs totaling $4.5 million. Time-Based Stock Options A summary of the status of the Company’s time-based stock options (“Options”) as of September 30, 2015 is as follows: Number of Shares Weighted-Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value (In thousands) Outstanding at August 1, 2015 — $ — Granted Exercised — — Forfeited or expired — — Outstanding at September 30, 2015 $ $ — Exercisable at September 30, 2015 — — — $ — Vested and expected to vest at September 30, 2015 $ $ — For the two months ended September 30, 2015, the Company recorded stock-based compensation of $0.2 million relating to the Options. As of September 30, 2015, the Company had unrecognized compensation costs of $4.3 million related to the Options. The Options granted during the two months ended September 30, 2015 vest over three year periods, one-third on each anniversary of each holder’s grant date, with the exception of Options granted to the Company’s Chief Executive Officer, which vest one-third on the first anniversary of the grant date and 1/24 each month for two years thereafter. The fair value of each Option was estimated on the date of grant using the Hull-White option pricing model with the assumptions described below. For the periods indicated, since the Company has no historical volatility information available, the expected volatility was based on actual volatility for comparable public companies projected over the expected terms of Options. The Company did not apply a forfeiture rate to the options as there is not enough historical information available to estimate. The risk-free interest rate was based on the U.S. Treasury yield curve at the time of the grant over the expected term of the Options. Risk-free interest rate 1.67%-1.70% Expected life (years) 5.73-5.97 Estimated volatility factor 47.68%-47.95% Expected dividends None Time-Based Stock Appreciation Rights A summary of the Company’s time-based SARs for the two months ended September 30, 2015 is as follows: Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value (In thousands) Outstanding at August 1, 2015 — — Granted $ Exercised — — Forfeited or expired — — Outstanding at September 30, 2015 $ $ — Exercisable at September 30, 2015 — — — $ — Vested and expected to vest at September 30, 2015 $ $ — For the two months ended September 30, 2015, the Company recorded stock-based compensation of less than $0.1 million relating to these SARs. As of September 30, 2015, the Company had unrecognized compensation costs of $0.3 million related to these SARs, based on their fair value as of September 30, 2015. Upon vesting and exercise of these SARs prior to their expiry or forfeiture, holders are entitled under the terms of the Plan to receive cash payments calculated based on the excess of the Company’s stock price over the target price in their award; consequently, these awards are accounted for as liability-type awards and the Company measures compensation cost based on their estimated fair value at each reporting date and the number of options expected to vest, net of forfeitures. The fair value of each SAR award is estimated using the Hull-White option pricing model with the assumptions described below. For the periods indicated, since the Company has no historical volatility information available, the expected volatility was based on actual volatility for comparable public companies projected over the expected terms of SAR awards. The Company did not apply a forfeiture rate to the options as there is not enough historical information available to estimate. The risk-free interest rate was based on the U.S. Treasury yield curve at the time of the grant over the expected term of the SAR grants. At reporting date, September 30, 2015: Risk-free interest rate % Expected life (years) Estimated volatility factor % Expected dividends None Performance-based Restricted Stock Units During the two months ended September 30, 2015, the Company’s compensation committee approved 597,741 performance-based RSUs to be granted to officers and employees of the Company, however, performance targets have yet to be established and accordingly these awards are not considered granted since a mutual understanding of the terms and conditions of the awards has not been established with the holders. Performance-Based Phantom Stock Options During the two months ended September 30, 2015, the Company’s compensation committee approved 99,589 phantom stock options (“Phantom Options”) to be awarded to officers and employees of the Company, however, performance targets have yet to be established and accordingly these awards are not considered granted since a mutual understanding of the terms and conditions of the awards has not yet been established with the holders. Director Shares On January 31, 2014, 20,125 founder shares were transferred to each of Boulevard’s three independent directors (“Director Shares”), adjusted for the effect of stock dividends in February 2014 (for a total of 60,375 founder shares). On March 13, 2014, the underwriters exercised a portion of the over-allotment option from the Public Offering, resulting in a portion of the Director Shares being forfeited. As a result, the Director Shares were adjusted ratably resulting in each director holding 18,375 Director Shares (for a total of 55,125 Director Shares) at September 30, 2015. The Director Shares were effectively subject to achievement of two performance conditions — the Company completing its initial public offering (IPO) and a business combination within 21 months of the IPO. Additionally 25% (13,781 shares in the aggregate) are subject to forfeiture if the Company’s stock price does not trade at or above $13 for any 20 day period of a 30 day period commencing on the Closing date through July 31, 2020 (5 years). The grant date fair value of the Director Shares was estimated as of their deemed grant date of January 31, 2014. The aggregate fair value of the Director Shares of $0.4 million was recognized as an expense upon consummation of the Business Combination, at which point the performance conditions had been achieved. The fair value of the Director Shares was estimated using a Monte Carlo Simulation Model that used the following assumptions: Risk-free interest rate % Expected life (years) Estimated volatility factor % Expected dividends None The Company is recognizing the aggregate fair value of these Director Shares subject to market conditions over the estimated life of the awards. For the two months ended September 30, 2015, the Company recorded stock-based compensation of $0.5 million relating to these Director Shares. As of September 30, 2015, the Company had unrecognized compensation costs of $0.1 million related to these Director Shares, based on their fair value as of September 30, 2015.

Earnings Per Share

Earnings Per Share	9 Months Ended
	Sep. 30, 2015
Earnings Per Share.
Earnings Per Share	13. Earnings Per Share Basic income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. In computing dilutive income (loss) per share, basic income (loss) per share is adjusted for the assumed issuance of all potentially dilutive share-based awards, including warrants, restricted stock units, performance share units, and convertible preferred stock. The following represents amounts that could potentially dilute basic EPS in the future: Stock-based compensation awards (1) : Stock options Restricted stock units Warrants: Private placement warrants Public warrants (1) SARs and Phantom Options are payable in cash so will have no impact on number of shares Warrants are considered anti-dilutive and excluded when the exercise price exceeds the average market value of the Company’s common stock price during the applicable period. Performance share units are considered anti-dilutive if the performance targets upon which the issuance of the shares is contingent have not been achieved and the respective performance period has not been completed as of the end of the current period.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2015
Income Taxes
Income Taxes	14. Income Taxes The effective tax rate for the period August 1, 2015 through September 30, 2015 was 24.67% (Successor), compared to the first seven months of 2015 of -338.25% (Predecessor) and first nine months of 2014 of 64.38% (Predecessor). The effective tax rate for the period August 1, 2015 through September 30, 2015 (Successor) reflects the fact that the Company recorded net operating losses both in the United States and in its non-US locations. A significant portion of these losses relate to certain non-deductible marked to market losses of the warrant liability and non-deductible transaction costs. In addition, any tax benefits of the Company’s Non-US losses have been offset by a valuation allowance due to present uncertainty of being able to realize the tax benefits of these non-US losses. In addition, after considering the Business Combination, the projected post-combination results and all available evidence, the Company released $2.2 million of valuation allowance through income tax benefit associated with the US in accordance with ASC 805-740-30-3 during the period ended September 30, 2015 (Successor). As a result, the Company recorded a smaller tax benefit on its losses for the period than the statutory rate of 35%. The primary contributor to the difference in the effective tax rate from the prior period was the consummation of the Business Combination. The Company’s operating profit is affected by the inherent seasonality of the agricultural industry. The effective tax rates for the two months ended September 30, 2015 (Successor) and seven months ended July 31, 2015 (Predecessor) are not comparable on relative values due to the seasonality of the Company’s business. 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. As of September 30, 2015 the Successor had a net deferred tax liability of approximately $9.8 million related to intangibles offset by deferred tax assets related to net operating loss carry forwards (which begin to expire in 2034). Management has determined that full valuation allowances of the foreign deferred tax assets are appropriate at this time. As of December 31, 2014 the Predecessor had a net deferred tax liability of approximately $23.5 million related to intangibles offset by deferred tax assets related to net operating loss carry forwards, transaction costs and other tax attributes. 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 Successor 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 as of September 30, 2015 for the Successor or as of December 31, 2014 for the Predecessor. The Successor is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Successor may be subject to potential examination by U.S. federal, U.S. state 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 Successor’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The preliminary allocation of the purchase price is based on the preliminary valuations performed to determine the fair value of the net assets as of the acquisition date. The amounts allocated to goodwill and intangible assets are based on preliminary valuations and are subject to final adjustment to reflect the final valuations, including the final working capital settlement. These final valuations of the assets and liabilities could have a material impact on the preliminary purchase price allocation and the tax effect disclosed above.

Segments

Segments	9 Months Ended
	Sep. 30, 2015
Segments
Segments	15. Segments The authoritative guidance for disclosures about segments of an enterprise establishes standards for reporting information about segments. It defines 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 and in assessing performance. Our chief operating decision-maker is considered to be our Chief Executive Officer. We currently operate and manage our business as a single reportable segment. Our Chief Executive Officer allocates resources and assesses performance of the business at the consolidated level. Accordingly, we consider ourselves to be in a single operating and reportable segment structure.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2015
Commitments and Contingencies.
Commitments and Contingencies	16. 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 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 any material adverse effect on the Company’s business, financial condition or results of operations. 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.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2015
Fair Value Measurements
Fair Value Measurements	17. 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 September 30, 2015: (in thousands) Level 1 Level 2 Level 3 Total Liability to deliver warrants (1) $ — $ $ — $ Warrant consideration (1) — — Tax amortization benefit contingency (2) — — Deferred acquisition payment (3) — — Total $ — $ $ $ (1) These liabilities relate to warrants to purchase the Company's common stock and future obligations to deliver additional such warrants in relation to the Business Combination. The inputs used in the fair value measurement were directly observable quoted prices for identical assets in an inactive market. (2) The fair value of the tax amortization benefit contingency is measured using an income approach based on the Company's best estimate of the undiscounted cash payments to be made, tax effected at 37% and discounted to present value utilizing an appropriate market discount rate. The valuation technique used did not change during the two months ended September 30, 2015. (3) The fair value of the deferred acquisition payment is measured using a Black-Scholes option pricing model and based on the Company's best estimate of the Company's average adjusted EBITDA level over the two year period from January 1, 2016 to December 31, 2017. The valuation technique used did not change during the two months ended September 30, 2015. There were no liabilities measured at fair value on a recurring basis at December 31, 2014. There were no transfers between Level 1 and Level 2 and no transfers out of Level 3 of the fair value hierarchy during the two months ended September 30, 2015. Changes in Financial Instruments Measured at Level 3 Fair Value on a Recurring Basis The following tables present the changes during the periods presented in our Level 3 financial instruments that are measured at fair value on a recurring basis. These instruments relate to contingent consideration payable to Dow in relation to the Business Combination. (in thousands) Tax amortization benefit contingency Deferred acquisition payment Total Balance, beginning of period $ — $ — $ — Initial recognition at the Closing Date Mark to market adjustment Total realized and unrealized losses — — — Total $ $ $

Basis of Presentation and Sum25

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2015
Basis of Presentation and Summary of Significant Accounting Policies
Principles of Consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Management believes that such estimates have been based on reasonable and supportable assumptions and the resulting estimates are reasonable for use in the preparation of the condensed consolidated financial statements. Actual results could differ from these estimates. The Company’s significant estimates include the allocation of the purchase price to the fair value of assets acquired and liabilities assumed, impairment of goodwill and identifiable intangible assets, stock-based compensation, contingent liabilities and income tax valuation allowances.
Revenue Recognition	Revenue Recognition Revenue is recognized when there is evidence of an arrangement, the price is fixed and determinable, collection from the customer is probable and either an application service has been provided or, in certain arrangements, risk and title to product has been transferred to the customer, and usually occurs when the application occurs or at the time of shipment, respectively. The Company’s standard terms of delivery are included in its contracts of sale, order confirmation documents and invoices. Sales are recorded net of provisions for customer discounts and rebate programs.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers short-term, highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.
Accounts and Other Receivables, Net	Accounts and Other Receivables, Net Accounts and other receivables, net consist primarily of (i) outstanding amounts invoiced to end-users, re-sellers and third party contractors and (ii) unbilled revenue in arrangements where the earnings process has been completed but invoices have not been issued as of the reporting date. The allowance for doubtful accounts is based on historical experience and a review on a specific identification basis of the collectability of existing receivables.
Inventories	Inventories Inventories, consisting primarily of chemical products, are valued at the lower of cost (under the first-in, first-out method) or market. In connection with the Business Combination, the Company recognized a step-up in fair value of inventory of $111.4 million, which is being amortized into cost of sales in the condensed consolidated statements of (loss) income over a period approximating the Company’s estimated inventory turnover cycle and is expected to become fully amortized during fiscal year 2016.
Property and Equipment	Property and Equipment Property and equipment includes leasehold improvements and equipment. Property and equipment acquired in business combinations are initially recorded at their estimated fair value. Property and equipment acquired or constructed in the normal course of business are initially recorded at cost. The Company provides for depreciation and amortization based on the estimated useful lives of assets using the straight-line method. Estimated useful lives are as follows: Leasehold improvements Shorter of useful life or lease term Equipment 3–15 years Leasehold improvements are amortized on the straight-line basis over the shorter of the estimated useful lives of the assets or the related lease term, which generally includes reasonably assured option periods expected to be exercised by the Company when the Company would suffer an economic penalty if not exercised. Gains and losses on the disposal of assets are recorded as the difference between the net proceeds received and net carrying values of the assets disposed and are included in loss (gain) on disposal of assets in the consolidated statements of comprehensive (loss) income.
Debt Issuance Costs	Debt Issuance Costs The debt issuance costs associated with the Term Loan (defined in Note 9 below) were capitalized against the principal balance of the debt, and the Revolving Loan costs (defined in Note 9 below) were capitalized in Other Assets. All issuance costs will be accreted through interest expense for the duration of each respective debt facility.
Goodwill and Indefinite-lived Intangible Assets	Goodwill and Indefinite-lived Intangible Assets The Company’s goodwill and trade names are not amortized, but tested annually for impairment and tested more frequently for impairment if events and circumstances indicate that the asset might be impaired. The Company conducts annual goodwill and trade names impairment tests on the last day of each fiscal year or whenever an indicator of impairment exists. In assessing goodwill impairment, the Company has the option to first assess the qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the qualitative factors indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company performs a two-step impairment test of goodwill. In the first step, the Company estimates the fair value of the reporting unit and compares it to the carrying value of the reporting unit. If the carrying value exceeds the estimated fair value of the reporting unit, the second step is performed to measure the amount of the impairment loss, if any. In the second step, the amount of the impairment loss is the excess of the carrying amount of the goodwill over its estimated fair value. The Company’s indefinite-lived intangible assets, which primarily relate to trade names, are not amortized, but are tested at least annually for impairment using a quantitative impairment analysis, and more frequently if events and circumstances indicate that the asset might be impaired. The quantitative impairment analysis compares the fair value of each indefinite-lived intangible asset, based on discounted future cash flows using a relief-from-royalties methodology with the carrying value of the asset. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is measured as the difference between the implied fair value of the indefinite-lived intangible asset and its carrying amount.
Intangible Assets, Net	Intangible Assets, Net Intangible assets subject to amortization primarily comprise acquired technology and customer relationships and are amortized on the straight-line basis over their estimated useful lives.
Stock-Based Compensation	Stock-Based Compensation The Company grants various stock-based compensation awards to its officers and employees with service (time) and/or performance vesting conditions and which in some cases include a requirement or an option of the holder for settlement in cash upon exercise, including phantom stock awards. Awards without cash settlement conditions are accounted for as equity-based and the Company measures and recognizes compensation expense based on their estimated grant date fair values. Awards with cash settlement conditions, including phantom awards and stock appreciation rights, are accounted for as liability-based (except where cash-settlement is exclusively at the option of the Company) and the Company measures and recognizes compensation expense based on their estimated fair values as of the most recent reporting date. Fair values are estimated using an option pricing model for option grants and stock appreciation rights and the closing price of the Company’s common stock for restricted stock awards; fair values of phantom awards are estimated on the same basis as the stock-based award upon which their terms are derived. Compensation expense for the Company’s stock-based compensation awards is generally recognized on a straight-line basis; for awards with performance conditions, compensation expense is recognized if satisfaction of the performance condition is considered probable.
Income Taxes	Income Taxes The provision for income taxes has been determined using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted rates. The effect of a change in tax rates on deferred tax assets is recognized as an item of income or loss in the period that includes the enactment date. Deferred taxes are not provided on the unremitted earnings of subsidiaries outside of the United States when it is expected that these earnings will be permanently reinvested. Annual tax provisions include amounts considered sufficient to pay assessments that may result from examinations of prior year tax returns; however, the amount ultimately paid upon resolution of issues raised may differ from the amounts accrued. The financial statement effect of an uncertain income tax position is recognized when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Accruals are recorded for other tax contingencies when it is probable that a liability to a taxing authority has been incurred and the amount of the contingency can be reasonably estimated.
Contingencies	Contingencies The Company recognizes liabilities for contingencies when it is probable that an asset has been impaired or that a liability has been incurred and the amount of impairment or loss can be reasonably estimated. The Company’s ultimate legal and financial liability with respect to such matters cannot be estimated with certainty and requires the use of estimates. When the reasonable estimate is a range, the recorded loss will be the best estimate within the range. The Company records legal settlement costs when those costs are probable and reasonably estimable.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company measures fair value using the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the underlying inputs, each fair value measurement in its entirety is reported in one of the three tiers in the fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: · Level 1, defined as observable inputs such as quoted prices in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and · Level 3, defined as unobservable inputs which reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques may include the use of third-party pricing services, option pricing models, discounted cash flow models and similar techniques.
Foreign Currency Translation	Foreign Currency Translation An entity’s functional currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the environment in which an entity primarily generates and expends cash. Assets and liabilities are translated at period-end rates; income statement amounts are translated at average rates during the course of the period. Translation gains and losses of those operations that use local currency as the functional currency, are included in accumulated other comprehensive income in the condensed consolidated balance sheets.
Warrants	Warrants Public Warrants On February 19, 2014, the Company sold 21,000,000 units at a price of $10.00 per unit (the “Units”) in its initial public offering (the “Public Offering”). Each Unit consisted of one share of the Company’s common stock and one-half of one warrant (“Warrant”). On March 13, 2014, the Company sold an additional 1,050,000 Units pursuant to the partial exercise by the underwriters for the Public Offering of their over-allotment option. Each such additional Unit consisted of one share of the Company’s common stock and one-half of one 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. These warrants are classified in equity. Private Placement Warrants Simultaneously with the Public Offering the Company issued 5,950,000 warrants, and upon the underwriters’ partial exercise of their over-allotment option on March 13, 2014, the Company issued an additional 210,000 warrants (collectively, the “Private Placement Warrants”). As of the Closing Date, these Private Placement Warrants were subject to the Warrant Purchase Agreement (see Note 3), resulting in liability classification. At the end of each reporting period this liability will be marked-to-market until settlement.
Recently Issued Accounting Standards and Pronouncements	Recently Issued Accounting Standards and Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers.” Under the new standard, revenue is recognized at the time a good or service is transferred to a customer for the amount of consideration received for that specific good or service. Entities may use a full retrospective approach or report the cumulative effect as of the date of adoption when implementing this standard. On July 9, 2015, the FASB voted to defer the effective date of this ASU by one year to December 15, 2017, for interim and annual reporting periods beginning after that date and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. The Company is currently evaluating the effects of this update. In July 2015, the FASB issued ASU No. 2015-11, “ Simplifying the Measurement of Inventory .” The update requires an entity to measure inventory at the lower of cost or net realizable value; subsequent measurement is unchanged for inventory measured using last-in, first-out (LIFO) or the retail inventory method. The amendments in this update are effective for annual and interim periods beginning after December 15, 2016 and should be applied retrospectively. Early adoption is permitted. The Company is currently evaluating the effects of this update. In September 2015, the FASB issued ASU No. 2015-16, “ Simplifying the Accounting for Measurement-Period Adjustments .” The update requires that an acquirer in a business combination recognize adjustments to provisional amounts, and related changes in depreciation, amortization or other income effects, that are identified during the measurement period in the reporting period in which the adjustment amount is determined. In addition, an entity is required to present separately the portion of the amount recorded in current-period earnings that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The amendments in this update are effective for annual and interim periods beginning after December 15, 2015 and should be applied prospectively. Early adoption is permitted. The Company is currently evaluating the effects of this update.

Basis of Presentation and Sum26

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2015
Basis of Presentation and Summary of Significant Accounting Policies
Schedule of estimated useful lives	Leasehold improvements Shorter of useful life or lease term Equipment 3–15 years

Business Combination (Tables)

Business Combination (Tables)	9 Months Ended
	Sep. 30, 2015
Business Combination
Summary of purchase consideration transferred	(in thousands) Calculation of Purchase Price Cash consideration $ Stock consideration (1) Warrant consideration (2) Deferred payment (3) Tax amortization benefit contingency (4) Total purchase price $ (1) The Company issued 17,500,000 shares of common stock valued at $12.00 per share as of July 31, 2015. (2) As discussed above, the Company entered into a Warrant Purchase Agreement whereby it agreed to issue to Dow a certain number of warrants by April 30, 2016. The Company calculated the fair value of the 6,000,000 warrants expected to be issued to Dow at $3.17 per warrant as of July 31, 2015. (3) As discussed above, the Company agreed to pay Dow a deferred payment of $50 million subject to the achievement of a specified average adjusted EBITDA level over the two year period from January 1, 2016 to December 31, 2017. The Company estimated the fair value of the deferred payment using the Black-Scholes option pricing model. (4) As discussed above, the Company entered into a Tax Receivables Agreement with Dow. The Company estimated the fair value of future cash payments based upon its estimate that the undiscounted cash payments to be made total approximately $319 million and are based on an estimated intangible write-up amortized over 15 years, tax effected at 37%, with each amortized amount then discounted to present value utilizing an appropriate market discount rate to arrive at the estimated fair value of the cash payments and the associated liability.
Purchase price allocation	Preliminary Purchase Price Allocation (in thousands) Cash and cash equivalents $ Accounts receivable and other receivables Inventories Prepaid expenses and other current assets Total current assets Property and equipment Identifiable intangible assets Noncurrent deferred tax asset Other assets Total identifiable assets acquired Accounts payable ) Accrued and other current liabilities ) Pension and deferred compensation ) Other long-term liabilities ) Current deferred tax liability ) Deferred tax liability ) Other liabilities ) Net identifiable assets acquired Goodwill Total purchase price $
Intangible assets acquired and useful lives	(in thousands, except useful life data) Fair Value Useful life Software $ 4 years Developed technology 12 to 23 years Customer relationships 24 years Service provider network Indefinite Life Trade name Indefinite Life Total intangible assets $ Weighted average life of finite-lived intangible assets
Schedule of proforma condensed consolidated financial information	(Unaudited) (in thousands) One month ended Seven months ended Three months ended Nine months ended July 31, 2015 (pro forma) July 31, 2015 (pro forma) September 30, 2014 (pro forma) September 30, 2014 (pro forma) Net Sales $ $ $ $ Net (loss) income $ ) $ ) $ $

Inventories (Tables)

Inventories (Tables)	9 Months Ended
	Sep. 30, 2015
Inventories
Schedule of inventories	Successor Predecessor (in thousands) September 30, 2015 December 31, 2014 Raw material $ $ Work-in-process Finished goods (1) Supplies Total inventories $ $ (1) The amount shown above includes the unamortized fair value adjustment. Refer to Note 3.

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2015
Property and Equipment
Schedule of property and equipment	Successor Predecessor (in thousands, except for useful life data) Useful life (years) September 30, 2015 December 31, 2014 Leasehold improvements 13-20 $ $ Equipment 1-12 Construction in progress Less: accumulated depreciation $ $

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2015
Goodwill and Intangible Assets
Schedule of changes in the carrying amount of goodwill	(in thousands) Goodwill Balance as of December 31, 2014 (Predecessor) $ Elimination of Predecessor goodwill ) Goodwill as a result of the Business Combination Balance as of September 30, 2015 (Successor) $
Schedule of other intangible assets	Successor Predecessor September 30, 2015 December 31, 2014 (in thousands) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Other intangible assets: Developed technology $ $ ) $ $ — $ — $ — Intellectual property — — — ) Trade name — ) Service provider network — — — — Customer relationships ) ) Software — ) Total intangible assets $ $ ) $ $ $ ) $
Estimated annual amortization expense for finite-lived intangible assets	Estimated annual amortization expense for finite-lived intangible assets subsequent to September 30, 2015 is as follows: (in thousands) Amount 2015 (remaining) $ 2016 2017 2018 2019 Thereafter $

Accrued and Other Current Lia31

Accrued and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2015
Accrued and Other Current Liabilities
Components of accrued and other current liabilities	Successor Predecessor (in thousands) September 30, 2015 December 31, 2014 Warrant consideration $ $ — Accrued compensation and benefits Accrued rebates payable Insurance premium financing payable — Non-income taxes payable — Deferred revenue — Other $ $

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2015
Debt
Schedule of debt	Successor (in thousands) September 30, 2015 Total Term Loan outstanding $ Less: Amounts due within one year Total long-term debt due after one year $
Schedule of principal repayments under the Term Loan	Scheduled principal repayments under the Term Loan subsequent to September 30, 2015 are as follows: (in thousands) Amount 2015 (remaining) $ 2016 2017 2018 2019 Thereafter $

Other Non-Current Liabilities (

Other Non-Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2015
Other Non-Current Liabilities
Other Non-Current Liabilities	Successor Predecessor (in thousands) September 30, 2015 December 31, 2014 Tax amortization benefit contingency $ $ — Deferred payment — Deferred revenue — non-current — Other $ $

Stock Compensation (Tables)

Stock Compensation (Tables)	9 Months Ended
	Sep. 30, 2015
Stock-based Compensation
Summary of the components of stock-based compensation expense in the condensed consolidated statements of operations	The following table summarizes the components of stock-based compensation expense in the condensed consolidated statements of operations for the two months ended September 30, 2015: (in thousands) Research and development expenses $ Selling, general, and administrative expenses Total $
Summary of the status of time-based stock options	Number of Shares Weighted-Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value (In thousands) Outstanding at August 1, 2015 — $ — Granted Exercised — — Forfeited or expired — — Outstanding at September 30, 2015 $ $ — Exercisable at September 30, 2015 — — — $ — Vested and expected to vest at September 30, 2015 $ $ —
Schedule of fair value assumptions	Risk-free interest rate 1.67%-1.70% Expected life (years) 5.73-5.97 Estimated volatility factor 47.68%-47.95% Expected dividends None
Director Shares
Stock-based Compensation
Schedule of fair value assumptions	Risk-free interest rate % Expected life (years) Estimated volatility factor % Expected dividends None
Time-Based Stock Appreciation Rights
Stock-based Compensation
Summary of the time-based SARs	Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value (In thousands) Outstanding at August 1, 2015 — — Granted $ Exercised — — Forfeited or expired — — Outstanding at September 30, 2015 $ $ — Exercisable at September 30, 2015 — — — $ — Vested and expected to vest at September 30, 2015 $ $ —
Schedule of fair value assumptions	At reporting date, September 30, 2015: Risk-free interest rate % Expected life (years) Estimated volatility factor % Expected dividends None

Earnings Per Share (Tables)

Earnings Per Share (Tables)	9 Months Ended
	Sep. 30, 2015
Earnings Per Share.
Earnings Per Share	Stock-based compensation awards (1) : Stock options Restricted stock units Warrants: Private placement warrants Public warrants (1) SARs and Phantom Options are payable in cash so will have no impact on number of shares

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2015
Fair Value Measurements
Tabular disclosure of financial instruments 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 September 30, 2015: (in thousands) Level 1 Level 2 Level 3 Total Liability to deliver warrants (1) $ — $ $ — $ Warrant consideration (1) — — Tax amortization benefit contingency (2) — — Deferred acquisition payment (3) — — Total $ — $ $ $ (1) These liabilities relate to warrants to purchase the Company's common stock and future obligations to deliver additional such warrants in relation to the Business Combination. The inputs used in the fair value measurement were directly observable quoted prices for identical assets in an inactive market. (2) The fair value of the tax amortization benefit contingency is measured using an income approach based on the Company's best estimate of the undiscounted cash payments to be made, tax effected at 37% and discounted to present value utilizing an appropriate market discount rate. The valuation technique used did not change during the two months ended September 30, 2015. (3) The fair value of the deferred acquisition payment is measured using a Black-Scholes option pricing model and based on the Company's best estimate of the Company's average adjusted EBITDA level over the two year period from January 1, 2016 to December 31, 2017. The valuation technique used did not change during the two months ended September 30, 2015.
Changes in Financial Instruments Measured at Level 3 Fair Value on a Recurring Basis	(in thousands) Tax amortization benefit contingency Deferred acquisition payment Total Balance, beginning of period $ — $ — $ — Initial recognition at the Closing Date Mark to market adjustment Total realized and unrealized losses — — — Total $ $ $

Description of Business (Detail

Description of Business (Details)	9 Months Ended
	Sep. 30, 2015country
Minimum
Description of Business [Line Items]
Number of operating countries	40

Basis of Presentation and Sum38

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions	2 Months Ended	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2015	Jul. 31, 2015
Inventories
Step-up in fair value of inventory			$ 111.4
Equipment | Minimum
Property and Equipment
Estimated useful lives (in years)	3 years	1 year
Equipment | Maximum
Property and Equipment
Estimated useful lives (in years)	15 years	12 years

Basis of Presentation and Sum39

Basis of Presentation and Summary of Significant Accounting Policies (Details 2) - $ / shares	Mar. 13, 2014	Feb. 19, 2014	Sep. 30, 2015	Jul. 31, 2015
Warrants
Exercise price (in dollars per share)			$ 11.50
Public
Warrants
Issue price (in dollars per share)				$ 10.25
Predecessor | Public
Warrants
Number of warrants issued		5,950,000
Number of shares called by each warrant	1
Exercise price (in dollars per share)	$ 11.50
Predecessor | Exercise of underwriter's over-allotment option
Warrants
Number of warrants issued	210,000
Predecessor | Units | Public
Warrants
Sale of units (in shares)		21,000,000
Issue price (in dollars per share)		$ 10
Number of shares of common stock included in each unit		1
Number of warrants included in each unit		0.5
Predecessor | Units | Exercise of underwriter's over-allotment option
Warrants
Sale of units (in shares)	1,050,000
Number of shares of common stock included in each unit	1
Number of warrants included in each unit	0.5

Business Combination (Details)

Business Combination (Details) - USD ($)	Jul. 31, 2015	Jul. 31, 2015	Sep. 30, 2015	Sep. 30, 2014	Jun. 30, 2015	Jul. 31, 2015	Sep. 30, 2014	Dec. 31, 2014
Preliminary purchase price allocation
Goodwill			$ 41,555,000
Preliminary values allocated to intangible assets and useful lives
Payment of deferred underwriter compensation			7,800,000
Predecessor
Preliminary purchase price allocation
Goodwill								$ 155,953,000
AgroFresh Inc.
Business Combination
Cash consideration	$ 635,000,000	$ 635,000,000
Purchase consideration
Cash consideration	635,000,000	635,000,000
Stock consideration		210,000,000
Warrant consideration		19,020,000
Total purchase price		1,026,366,000
Contingent consideration	$ 50,000,000	50,000,000				$ 50,000,000
Period over which earnout is measured	2 years
Preliminary purchase price allocation
Cash and cash equivalents	$ 9,459,000	9,459,000				9,459,000
Accounts receivable and other receivables	30,710,000	30,710,000				30,710,000
Inventories	129,062,000	129,062,000				129,062,000
Prepaid expenses and other current assets	359,000	359,000				359,000
Total current assets	169,590,000	169,590,000				169,590,000
Property and equipment	4,364,000	4,364,000				4,364,000
Identifiable intangible assets	836,044,000	836,044,000				836,044,000
Noncurrent deferred tax asset	401,000	401,000				401,000
Other assets	862,000	862,000				862,000
Total identifiable assets acquired	1,011,261,000	1,011,261,000				1,011,261,000
Accounts payable	(364,000)	(364,000)				(364,000)
Accrued and other current liabilities	(7,746,000)	(7,746,000)				(7,746,000)
Pension and deferred compensation	(712,000)	(712,000)				(712,000)
Other long-term liabilities	(1,823,000)	(1,823,000)				(1,823,000)
Current deferred tax liability	(401,000)	(401,000)				(401,000)
Deferred tax liability	(14,371,000)	(14,371,000)				(14,371,000)
Other liabilities	(1,033,000)	(1,033,000)				(1,033,000)
Net identifiable assets acquired	984,811,000	984,811,000				984,811,000
Goodwill	41,555,000	41,555,000				41,555,000
Total purchase price	1,026,366,000	1,026,366,000				1,026,366,000
Preliminary values allocated to intangible assets and useful lives
Total intangible assets	836,044,000	$ 836,044,000				836,044,000
Weighted average life of finite-lived intangible assets (in years)		19 years 10 months 21 days
Amount of goodwill expected to be deductible for income tax purposes	0	$ 0				0
Transaction costs		100,000	1,800,000		$ 1,300,000	1,400,000		$ 700,000
Payments related to transaction expenses			$ 1,200,000
Unaudited pro forma combined financial information
Net Sales		1,990,000		$ 65,745,000		51,515,000	$ 112,239,000
Net (loss) income		(5,870,000)		$ 35,527,000		(37,585,000)	$ 2,218,000
AgroFresh Inc. | Service provider network
Preliminary values allocated to intangible assets and useful lives
Indefinite-lived intangibles	2,000,000	2,000,000				2,000,000
AgroFresh Inc. | Trade name
Preliminary values allocated to intangible assets and useful lives
Indefinite-lived intangibles	35,500,000	35,500,000				35,500,000
AgroFresh Inc. | Software
Preliminary values allocated to intangible assets and useful lives
Finite-lived intangibles	44,000	$ 44,000				44,000
Useful life (in years)		4 years
AgroFresh Inc. | Developed Technology
Preliminary values allocated to intangible assets and useful lives
Finite-lived intangibles	790,500,000	$ 790,500,000				790,500,000
AgroFresh Inc. | Developed Technology | Minimum
Preliminary values allocated to intangible assets and useful lives
Useful life (in years)		12 years
AgroFresh Inc. | Developed Technology | Maximum
Preliminary values allocated to intangible assets and useful lives
Useful life (in years)		23 years
AgroFresh Inc. | Customer relationships
Preliminary values allocated to intangible assets and useful lives
Finite-lived intangibles	8,000,000	$ 8,000,000				8,000,000
Useful life (in years)		24 years
AgroFresh Inc. | Deferred payment
Purchase consideration
Contingent consideration		$ 17,172,000
Contingent consideration	$ 50,000,000	50,000,000				50,000,000
Period over which earnout is measured	2 years
AgroFresh Inc. | Tax amortization benefit contingency
Purchase consideration
Contingent consideration		145,174,000
Contingent consideration	$ 319,000,000	$ 319,000,000				$ 319,000,000
Period of amortization on estimated intangible write-up (in years)	15 years
Tax effect rate (as a percent)	37.00%
AgroFresh Inc. | Common Stock
Business Combination
Number of shares issued as consideration	17,500,000
Purchase consideration
Number of shares issued as consideration	17,500,000
Issue price of stock (in dollars per share)	$ 12	$ 12				$ 12
AgroFresh Inc. | Warrant Purchase Agreement
Business Combination
Percentage of repurchased warrants to be issued to seller	66.67%
Number of warrants issuable to seller	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	50.00%
Purchase consideration
Number of warrants issuable to seller	6,000,000
Issue price of warrants (in dollars per share)	$ 3.17
AgroFresh Inc. | Warrant Purchase Agreement | Warrants issued in connection with IPO
Business Combination
Period following closing that entity shall repurchase warrants	9 months
Aggregate amount of warrants to be repurchased	$ 10,000,000	$ 10,000,000				$ 10,000,000
Maximum price per share of warrants to be repurchased (in dollars per share)	$ 1.25	$ 1.25				$ 1.25
AgroFresh Inc. | Warrant Purchase Agreement | Warrants issued in connection with Private Placement
Business Combination
Aggregate amount of warrants to be repurchased	$ 10,000,000	$ 10,000,000				$ 10,000,000
Repurchase price per share or per unit of warrants (in dollars per share)	$ 1	$ 1				$ 1
AgroFresh Inc. | Tax Receivables Agreement
Business Combination
Percentage of any tax savings owed to seller	85.00%

Related Party Transactions (Det

Related Party Transactions (Details) - Dow $ in Millions	2 Months Ended
	Sep. 30, 2015USD ($)
Related party transactions
Payment amount for services	$ 6.9
Outstanding payable	2.4
Prepayment related to the Transition Services Agreement
Related party transactions
Payment amount for services	5
Ongoing costs of the Transition Services Agreement
Related party transactions
Payment amount for services	1.7
Other expenses
Related party transactions
Payment amount for services	0.2
Outstanding payable	0.6
Inventory purchased
Related party transactions
Outstanding payable	1.2
Seconded employees
Related party transactions
Outstanding payable	$ 0.6

Inventories (Detail)

Inventories (Detail) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Inventory [Line Items]
Raw material	$ 1,003
Work-in-process	7,386
Finished goods	79,938
Supplies	1,488
Total inventories	$ 89,815
Predecessor
Inventory [Line Items]
Raw material		$ 879
Work-in-process		6,093
Finished goods		3,689
Supplies		1,532
Total inventories		$ 12,193

Property and Equipment (Detail)

Property and Equipment (Detail) - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	3 Months Ended		7 Months Ended	9 Months Ended
	Jul. 31, 2015	Sep. 30, 2015	Sep. 30, 2015	Sep. 30, 2014	Jul. 31, 2015	Sep. 30, 2014	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Property and equipment, gross		$ 4,583	$ 4,583
Less: accumulated depreciation		76	76
Property and equipment, net		4,507	4,507
Selling, general, and administrative expenses
Property, Plant and Equipment [Line Items]
Depreciation expense		100
Predecessor
Property, Plant and Equipment [Line Items]
Property and equipment, gross							$ 6,134
Less: accumulated depreciation							2,000
Property and equipment, net							4,134
Predecessor | Selling, general, and administrative expenses
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 100			$ 100	$ 500	$ 500
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross		380	$ 380
Leasehold improvements | Minimum
Property, Plant and Equipment [Line Items]
Useful life (in years)			13 years
Leasehold improvements | Maximum
Property, Plant and Equipment [Line Items]
Useful life (in years)			20 years
Leasehold improvements | Predecessor
Property, Plant and Equipment [Line Items]
Property and equipment, gross							462
Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross		$ 3,347	$ 3,347
Equipment | Minimum
Property, Plant and Equipment [Line Items]
Useful life (in years)		3 years	1 year
Equipment | Maximum
Property, Plant and Equipment [Line Items]
Useful life (in years)		15 years	12 years
Equipment | Predecessor
Property, Plant and Equipment [Line Items]
Property and equipment, gross							5,118
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross		$ 856	$ 856
Construction in progress | Predecessor
Property, Plant and Equipment [Line Items]
Property and equipment, gross							$ 554

Goodwill and Intangible Asset44

Goodwill and Intangible Assets (Detail) - USD ($) $ in Thousands	2 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015	Dec. 31, 2014
Goodwill
Elimination of Predecessor goodwill		$ (155,953)
Goodwill as a result of the Business Combination		41,555
Carrying amount of goodwill	$ 41,555	41,555
Other intangible assets:
Gross Carrying Amount	836,044	836,044
Accumulated Amortization	(6,815)	(6,815)
Total	791,729	791,729
Net	$ 829,229	829,229
Weighted average
Other intangible assets:
Useful life (in years)	19 years 8 months 23 days
Trade name
Other intangible assets:
Carrying Amount	$ 35,500	35,500
Service provider network
Other intangible assets:
Carrying Amount	2,000	2,000
Developed Technology
Other intangible assets:
Gross Carrying Amount	790,500	790,500
Accumulated Amortization	(6,760)	(6,760)
Total	$ 783,740	783,740
Developed Technology | Weighted average
Other intangible assets:
Useful life (in years)	19 years 8 months 5 days
Customer relationships
Other intangible assets:
Gross Carrying Amount	$ 8,000	8,000
Accumulated Amortization	(55)	(55)
Total	$ 7,945	7,945
Customer relationships | Weighted average
Other intangible assets:
Useful life (in years)	23 years 9 months 29 days
Software
Other intangible assets:
Gross Carrying Amount	$ 44	44
Total	$ 44	44
Software | Weighted average
Other intangible assets:
Useful life (in years)	4 years
Predecessor
Goodwill
Carrying amount of goodwill		$ 155,953
Other intangible assets:
Gross Carrying Amount			$ 265,622
Accumulated Amortization			(168,661)
Net			96,961
Predecessor | Intellectual property
Other intangible assets:
Gross Carrying Amount			150,000
Accumulated Amortization			(86,250)
Total			63,750
Predecessor | Trade name
Other intangible assets:
Gross Carrying Amount			6,000
Accumulated Amortization			(3,450)
Total			2,550
Predecessor | Customer relationships
Other intangible assets:
Gross Carrying Amount			108,834
Accumulated Amortization			(78,224)
Total			30,610
Predecessor | Software
Other intangible assets:
Gross Carrying Amount			788
Accumulated Amortization			(737)
Total			$ 51

Goodwill and Intangible Asset45

Goodwill and Intangible Assets (Details 2) $ in Thousands	Sep. 30, 2015USD ($)
Estimated annual amortization expense
2015 (remaining)	$ 10,225
2,016	40,902
2,017	40,902
2,018	40,902
2,019	40,899
Thereafter	617,899
Total	$ 791,729

Accrued and Other Current Lia46

Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Accrued And other current liabilities
Warrant consideration	$ 26,630
Accrued compensation and benefits	2,225
Accrued rebates payable	4,151
Insurance premium financing payable	1,294
Non-income taxes payable	940
Other	2,532
Accrued and other current liabilities	$ 37,772
Predecessor
Accrued And other current liabilities
Accrued compensation and benefits		$ 4,268
Accrued rebates payable		3,253
Deferred revenue		2,000
Other		2,536
Accrued and other current liabilities		$ 12,057

Debt (Details)

Debt (Details) - USD ($) $ in Thousands	Jul. 31, 2015	Sep. 30, 2015
Credit facility
Less: Amounts due within one year		$ 4,250
Total long-term debt due after one year		407,163
Accretion of debt issuance costs		400
Credit Facility | Alternate base rate
Credit facility
Margin of interest (as a percent)	3.75%
Credit Facility | LIBOR
Credit facility
Margin of interest (as a percent)	4.75%
Variable rate base minimum (as a percent)	1.00%
Term Loan
Credit facility
Total Term Loan outstanding		411,413
Less: Amounts due within one year		4,250
Total long-term debt due after one year		407,163
Debt issuance costs incurred	$ 12,900
Deferred issuance costs, net		12,500
Face amount	$ 425,000
Amortization per year (as a percent)	1.00%
Revolving loan
Credit facility
Debt issuance costs incurred	$ 1,300
Maximum borrowing available	25,000
Letter-of-credit sub-facility
Credit facility
Maximum borrowing available	$ 10,000
Letters of credit outstanding		1,500
Credit facility amount outstanding		$ 0

Debt (Details 2)

Debt (Details 2) $ in Thousands	Sep. 30, 2015USD ($)
Schedule of principal repayments under the Term Loan
2015 (remaining)	$ 1,063
2,016	4,250
2,017	4,250
2,018	4,250
2,019	4,250
Thereafter	405,874
Total	$ 423,937

Other Non-Current Liabilities49

Other Non-Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Other Non-Current Liabilities [Line Items]
Other	$ 2,908
Other noncurrent liabilities	169,978
Tax amortization benefit contingency
Other Non-Current Liabilities [Line Items]
Contingent consideration	147,634
Deferred payment
Other Non-Current Liabilities [Line Items]
Contingent consideration	$ 19,436
Predecessor
Other Non-Current Liabilities [Line Items]
Deferred revenue - non-current		$ 4,333
Other		3,128
Other noncurrent liabilities		$ 7,461

Stockholders' Equity (Details)

Stockholders' Equity (Details) $ / shares in Units, $ in Thousands	1 Months Ended	2 Months Ended
	Jul. 31, 2015$ / sharesshares	Sep. 30, 2015USD ($)itemdirector$ / sharesshares
Stockholders' Equity
Authorized common stock (in shares)		400,000,000
Number of votes entitled by holders of common stock for each share of common stock | item		1
Common stock, shares issued		49,940,548
Common stock, shares outstanding		49,940,548
Number of shares issuable upon exercise of warrants		16,790,233
Exercise price (in dollars per share) | $ / shares		$ 11.50
Number of warrants outstanding		16,790,233
Value of shares issued | $		$ 50,000
Rohm and Haas
Stockholders' Equity
Number of shares of Series A Preferred Stock issued as condition to consummation of business combination	1
Number of directors preferred stockholder is entitled to appoint if minimum ownership percentage of common stock is maintained | director		1
Minimum percentage of outstanding shares of voting and non-voting common stock to be held to entitle preferred stockholder to appoint director		10.00%
Public
Stockholders' Equity
Number of warrants outstanding		10,630,233
Number of warrants repurchased		394,767
Number of shares issued		4,878,048
Issue price of stock (in dollars per share) | $ / shares	$ 10.25
Value of shares issued | $		$ 50,000
Private placement
Stockholders' Equity
Number of warrants outstanding		6,160,000

Stock Compensation (Details)

Stock Compensation (Details) $ in Thousands	2 Months Ended
	Sep. 30, 2015USD ($)shares
Stock-based Compensation
Stock -based compensation expense	$ 673
Unrecognized compensation costs	4,500
Stock Options
Stock-based Compensation
Stock -based compensation expense	200
Unrecognized compensation costs	4,300
Research and development expenses
Stock-based Compensation
Stock -based compensation expense	25
Selling, general, and administrative expenses
Stock-based Compensation
Stock -based compensation expense	$ 648
2015 Incentive Compensation Plan
Stock-based Compensation
Authorized to grant (in shares) | shares	2,750,000
Available for grant (in shares) | shares	1,045,384

Stock Compensation (Details 2)

Stock Compensation (Details 2) $ / shares in Units, $ in Thousands	2 Months Ended
	Sep. 30, 2015USD ($)$ / sharesshares
Number of Shares
Granted (in shares)	1,106,875
Outstanding, ending balance (in shares)	1,106,875
Vested and expected to vest, ending balance (in shares)	1,106,875
Weighted-Average Exercise Price
Granted (in dollars per share) | $ / shares	$ 12
Outstanding, ending balance (in dollars per share) | $ / shares	12
Vested and expected to vest, ending balance (in dollars per share) | $ / shares	$ 12
Weighted-Average Remaining Contractual Term
Outstanding	9 years 11 months 5 days
Vested and expected to vest	9 years 11 months 5 days
Other disclosures
Stock -based compensation expense | $	$ 673
Unrecognized compensation costs | $	4,500
Stock Options
Other disclosures
Stock -based compensation expense | $	200
Unrecognized compensation costs | $	$ 4,300
Vesting period	3 years
Vesting rate per anniversary	33.00%
Time-Based Stock Appreciation Rights
Other disclosures
Stock -based compensation expense | $	$ 100
Unrecognized compensation costs | $	$ 300
Assumptions used in estimating the fair value of stock options granted
Risk-free interest rate	2.04%
Expected life (in years)	6 years 5 months 16 days
Estimated volatility factor	41.82%
Expected dividends	0.00%
Number of Shares
Granted (in shares)	116,875
Outstanding, ending balance (in shares)	116,875
Vested and expected to vest, ending balance (in shares)	116,875
Weighted-Average Exercise Price
Granted (in dollars per share) | $ / shares	$ 12
Outstanding, ending balance (in dollars per share) | $ / shares	12
Vested and expected to vest, ending balance (in dollars per share) | $ / shares	$ 12
Weighted-Average Remaining Contractual Term
Outstanding	9 years 11 months 5 days
Vested and expected to vest	9 years 11 months 5 days
Chief Executive Officer | Stock Options | First anniversary
Other disclosures
Vesting rate	33.00%
Chief Executive Officer | Stock Options | Two years after the first anniversary, vesting each month
Other disclosures
Vesting period	2 years
Vesting rate	4.00%
Minimum | Stock Options
Assumptions used in estimating the fair value of stock options granted
Risk-free interest rate	1.67%
Expected life (in years)	5 years 8 months 23 days
Estimated volatility factor	47.68%
Maximum | Stock Options
Assumptions used in estimating the fair value of stock options granted
Risk-free interest rate	1.70%
Expected life (in years)	5 years 11 months 19 days
Estimated volatility factor	47.95%
Expected dividends	0.00%

Stock Compensation (Details 3)

Stock Compensation (Details 3) - Performance-Based	Sep. 30, 2015shares
Restricted Stock Units
Stock-based Compensation
Approved grant	597,741
Phantom Stock Options
Stock-based Compensation
Approved grant	99,589

Stock Compensation (Details 4)

Stock Compensation (Details 4) $ / shares in Units, $ in Thousands	Jul. 31, 2015USD ($)	Jan. 31, 2014USD ($)shares	Sep. 30, 2015USD ($)itemdirector$ / sharesshares
Stock-based Compensation
Number of independent directors | director			3
Stock -based compensation expense | $			$ 673
Other disclosures
Unrecognized compensation costs | $			$ 4,500
Performance-Based | Director Shares
Stock-based Compensation
Shares transferred		20,125
Number shares transferred, as adjusted for the effect of dividends			60,375
Number of shares held by each director			18,375
Outstanding shares			55,125
Number to performance conditions | item			2
Period within which business combination is to be completed from IPO			21 months
Percentage of forfeitable shares under certain conditions			25.00%
Forfeitable shares under certain conditions			(13,781)
Minimum stock trading price | $ / shares			$ 13
Number of days of trading period of the minimum trading price | item			20
Period of trading period of the minimum stock trading price			30 days
Period of forfeiture condition			5 years
Aggregate fair value | $		$ 400
Stock -based compensation expense | $	$ 0		$ 500
Assumptions used in estimating the fair value of stock options granted
Risk-free interest rate			1.96%
Expected life (in years)			6 years 5 months 19 days
Estimated volatility factor			31.16%
Expected dividends			0.00%
Other disclosures
Unrecognized compensation costs | $			$ 100

Earnings Per Share (Details)

Earnings Per Share (Details)	2 Months Ended
	Sep. 30, 2015shares
Earnings Per Share [Line Items]
Amounts that could potentially dilute basic EPS in the future	18,494,849
Stock Options
Earnings Per Share [Line Items]
Amounts that could potentially dilute basic EPS in the future	1,106,875
Restricted Stock Units
Earnings Per Share [Line Items]
Amounts that could potentially dilute basic EPS in the future	597,741
Warrants | Private placement
Earnings Per Share [Line Items]
Amounts that could potentially dilute basic EPS in the future	6,160,000
Warrants | Public
Earnings Per Share [Line Items]
Amounts that could potentially dilute basic EPS in the future	10,630,233

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Millions	2 Months Ended	7 Months Ended	9 Months Ended
	Sep. 30, 2015	Jul. 31, 2015	Sep. 30, 2014	Dec. 31, 2014
Income Tax [Line Items]
Effective tax rate (as a percent)	24.67%
Decrease to valuation allowance	$ 2.2
Statutory rate (as a percent)	35.00%
Net deferred tax liability	$ 9.8
Amounts accrued for the payment of interest and penalties of unrecognized tax benefits	$ 0
Predecessor
Income Tax [Line Items]
Effective tax rate (as a percent)		(338.25%)	64.38%
Net deferred tax liability				$ 23.5
Amounts accrued for the payment of interest and penalties of unrecognized tax benefits				$ 0

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Recurring - USD ($) $ in Thousands	2 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Financial instruments measured at fair value on a recurring basis
Liability to deliver warrants	$ 13,140
Warrant consideration	13,490
Total	193,700
Transfers of liabilities from Level 1 to Level 2	0
Transfers of liabilities from Level 2 to Level 1	0
Transfers of liabilities out of Level 3	0
Tax amortization benefit contingency
Financial instruments measured at fair value on a recurring basis
Contingent consideration	147,634
Deferred payment
Financial instruments measured at fair value on a recurring basis
Contingent consideration	19,436
Level 2
Financial instruments measured at fair value on a recurring basis
Liability to deliver warrants	13,140
Warrant consideration	13,490
Total	26,630
Level 3
Financial instruments measured at fair value on a recurring basis
Total	167,070
Level 3 | Tax amortization benefit contingency
Financial instruments measured at fair value on a recurring basis
Contingent consideration	$ 147,634
Tax effect rate (as a percent)	37.00%
Level 3 | Deferred payment
Financial instruments measured at fair value on a recurring basis
Contingent consideration	$ 19,436
Period over which earnout is measured	2 years
Predecessor
Financial instruments measured at fair value on a recurring basis
Total		$ 0

Fair Value Measurements (Deta58

Fair Value Measurements (Details 2) - Contingent consideration $ in Thousands	2 Months Ended
	Sep. 30, 2015USD ($)
Financial instruments measured at Level 3 fair value on a recurring basis rollforward
Initial recognition at the Closing Date	$ 162,346
Mark to market adjustment	4,724
Total	167,070
Tax amortization benefit contingency
Financial instruments measured at Level 3 fair value on a recurring basis rollforward
Initial recognition at the Closing Date	145,174
Mark to market adjustment	2,460
Total	147,634
Deferred payment
Financial instruments measured at Level 3 fair value on a recurring basis rollforward
Initial recognition at the Closing Date	17,172
Mark to market adjustment	2,264
Total	$ 19,436