AgroFresh Solutions (AGFS) 10-Q 9 Nov 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 04, 2016
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, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		49,923,562
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Current Assets:
Inventories	$ 17,220	$ 44,176
Noncurrent Assets:
Property and equipment, net	9,746	4,606
Goodwill	62,373	56,006
Intangible assets, net	795,246	825,056
Current Liabilities:
Accrued expenses and other current liabilities	65,515	47,595
Noncurrent Liabilities:
Other noncurrent liabilities	182,826	164,630
Successor
Current Assets:
Cash and cash equivalents	44,677	57,765
Accounts receivable, net of allowance for doubtful accounts of $1,463 and $190, respectively	75,259	66,418
Inventories	17,220	44,176
Other current assets	30,997	12,297
Total current assets	168,153	180,656
Noncurrent Assets:
Property and equipment, net	9,746	4,606
Goodwill	62,373	56,006
Intangible assets, net	795,246	825,056
Deferred income tax assets — noncurrent	41,967	12,278
Other assets	3,185	4,072
TOTAL ASSETS	1,080,670	1,082,674
Current Liabilities:
Accounts payable	12,070	13,924
Current portion of long-term debt	4,250	4,250
Income taxes payable	2,989	1,801
Accrued expenses and other current liabilities	65,515	47,595
Total current liabilities	84,824	67,570
Noncurrent Liabilities:
Long-term debt	404,557	406,286
Other noncurrent liabilities	182,826	164,630
Deferred income tax liabilities — noncurrent	1,517	285
Total liabilities	673,724	638,771
Commitments and contingencies
Stockholders’ equity:
Common stock, par value $0.0001; 400,000,000 shares authorized, 50,584,943 and 49,940,548 shares issued and 49,923,562 and 49,528,214 shares outstanding at September 30, 2016 and December 31, 2015, respectively	5	5
Preferred stock; par value $0.0001, 1 share authorized and outstanding	0	0
Treasury stock; par value $0.0001, 661,381 and 412,334 shares at September 30, 2016 and December 31, 2015, respectively	(3,885)	(2,397)
Additional paid-in capital	475,395	472,494
Accumulated deficit	(63,629)	(20,640)
Accumulated other comprehensive loss	(940)	(5,559)
Total stockholders' equity	406,946	443,903
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 1,080,670	$ 1,082,674

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Common stock, shares authorized	400,000,000
Successor
Par value of common stock (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares outstanding	49,923,562	49,528,214
Common stock, shares issued	50,584,943	49,940,548
Treasury stock (in shares)	661,381	412,334
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1	1
Preferred stock, shares outstanding	1	1
Allowance for Doubtful Accounts Receivable	$ 1,463	$ 190
Successor | Treasury Stock
Par value of common stock (in dollars per share)	$ 0.0001	$ 0.0001

CONDENSED CONSOLIDATED AND COMB

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS - 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, 2016	Jul. 31, 2015	Sep. 30, 2016
Weighted average shares outstanding:
Basic (in shares)			49,567,735		49,385,733
Diluted (in shares)			49,627,800		49,385,733
Predecessor
Net sales	$ 2,157			$ 52,682
Cost of sales (excluding amortization, shown separately below)	513			10,630
Gross profit	1,644			42,052
Research and development expenses	1,084			11,599
Selling, general, and administrative expenses	1,912			16,774
Amortization of intangibles	2,410			16,895
Change in fair value of contingent consideration	0			0
Operating income (loss)	(3,762)			(3,216)
Other (loss) income	0			0
Income (loss) on foreign currency exchange	2			8
Interest expense, net	0			0
Income (loss) before income taxes	(3,760)			(3,208)
Provision (benefit) for income taxes	(1,232)			10,849
Net income (loss)	$ (2,528)			$ (14,057)
Successor
Net sales		$ 59,650	$ 61,200		$ 107,996
Cost of sales (excluding amortization, shown separately below)		45,719	8,905		48,558
Gross profit		13,931	52,295		59,438
Research and development expenses		1,946	2,983		11,220
Selling, general, and administrative expenses		12,744	15,173		49,385
Amortization of intangibles		6,815	10,080		29,878
Change in fair value of contingent consideration		0	(1,569)		(4,969)
Operating income (loss)		(7,574)	25,628		(26,076)
Other (loss) income		(1,462)	(38)		16
Income (loss) on foreign currency exchange		(263)	924		682
Interest expense, net		(9,313)	(14,526)		(43,850)
Income (loss) before income taxes		(18,612)	11,988		(69,228)
Provision (benefit) for income taxes		(4,591)	4,676		(26,239)
Net income (loss)		$ (14,021)	$ 7,312		$ (42,989)
Net income (loss) per common share:
Basic (in dollars per share)		$ (0.28)	$ 0.15		$ (0.87)
Diluted (in dollars per share)		$ (0.28)	$ 0.15		$ (0.87)
Weighted average shares outstanding:
Basic (in shares)		49,457,847	49,567,735		49,385,733
Diluted (in shares)		49,457,847	49,627,800		49,385,733

CONDENSED CONSOLIDATED AND COM5

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE LOSS - 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, 2016	Jul. 31, 2015	Sep. 30, 2016
Successor
Net Loss		$ (14,021)	$ 7,312		$ (42,989)
Other comprehensive income (loss):
Foreign currency translation adjustments		(1,428)	(114)		4,619
Comprehensive income (loss), net of tax		$ (15,449)	$ 7,198		$ (38,370)
Predecessor
Net Loss	$ (2,528)			$ (14,057)
Other comprehensive income (loss):
Foreign currency translation adjustments	1,034			(1,725)
Comprehensive income (loss), net of tax	$ (1,494)			$ (15,782)

CONDENSED CONSOLIDATED AND COM6

CONDENSED CONSOLIDATED AND COMBINED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Preferred Stock	Common Stock	Treasury Stock	Net Parent Investment	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income
Balances - beginning (Predecessor) at Dec. 31, 2014	$ 234,351				$ 232,293			$ 2,058
Increase (Decrease) in Stockholders' Equity
Comprehensive income | Predecessor	(1,725)				0			(1,725)
Net transfers from parent | Predecessor	6,211				6,211
Comprehensive loss | Predecessor	(15,782)
Net loss | Predecessor	(14,057)				(14,057)
Balances - ending (Predecessor) at Jul. 31, 2015	224,780				$ 224,447			333
Balances - ending (Successor) at Jul. 31, 2015	879	$ 0	$ 1			$ 7,080	$ (6,202)	0
Balances- ending (in shares) (Successor) at Jul. 31, 2015		0	6,876,248
Increase (Decrease) in Stockholders' Equity
Comprehensive income | Successor	(1,428)							(1,428)
Reclassification of redeemable shares | Successor	206,862		$ 2			206,860
Reclassification of redeemable shares (in shares) | Successor			20,686,252
Issuance of PIPE shares | Successor	50,000					50,000
Issuance of PIPE shares (in shares) | Successor			4,878,048
Issuance of common and preferred shares to Dow | Successor	210,000		$ 2			209,998
Issuance of common and preferred shares to Dow (in shares) | Successor		1	17,500,000
Reclassification of warrants | Successor	(6,160)					(6,160)
Stock / Equity-based compensation | Successor	662					662
Repurchase of warrants | Successor	(920)					(920)
Comprehensive loss | Successor	(15,449)
Net loss | Successor	(14,021)						(14,021)
Balances - ending (Successor) at Sep. 30, 2015	445,874	$ 0	$ 5			467,520	(20,223)	(1,428)
Balances- ending (in shares) (Successor) at Sep. 30, 2015		1	49,940,548
Balances - beginning (Successor) at Dec. 31, 2015	443,903	$ 0	$ 5	$ (2,397)		472,494	(20,640)	(5,559)
Balances - beginning (in shares) (Successor) at Dec. 31, 2015		1	49,940,548	412,334
Increase (Decrease) in Stockholders' Equity
Comprehensive income | Successor	4,619
Stock / Equity-based compensation | Successor	2,901					2,901
Issuance of restricted stock (in shares) | Successor			644,395
Repurchase of stock for treasury | Successor	(1,488)			$ (1,488)		0
Repurchase of stock for treasury (in shares) | Successor				(249,047)
Comprehensive loss | Successor	(38,370)						(42,989)	4,619
Net loss | Successor	(42,989)
Balances - ending (Successor) at Sep. 30, 2016	$ 406,946	$ 0	$ 5	$ (3,885)		$ 475,395	$ (63,629)	$ (940)
Balances- ending (in shares) (Successor) at Sep. 30, 2016		1	50,584,943	661,381

CONDENSED CONSOLIDATED AND COM7

CONDENSED CONSOLIDATED AND COMBINED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands	2 Months Ended	7 Months Ended	9 Months Ended
	Sep. 30, 2015	Jul. 31, 2015	Sep. 30, 2016
Supplemental schedule of non-cash investing and financing activities:
Issuance of common stock as consideration for acquisition of business	$ 210,000	$ 0	$ 0
Acquisition-related contingent consideration	181,366	0	0
Successor
Cash flows from operating activities:
Net loss	(14,021)		(42,989)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	6,891		30,458
Accretion of contingent consideration	0		22,931
Decrease in contingent consideration	0		(4,969)
Stock based compensation	673		2,901
Amortization of inventory fair value adjustment	38,702		30,377
Amortization of deferred financing costs	0		1,696
Transaction costs	(4,637)		0
Deferred income taxes	(4,591)		(24,910)
Loss on sales of property	0		21
Other	(160)		850
Changes in operating assets and liabilities:
Accounts receivable	(53,877)		(8,520)
Inventories	580		(2,191)
Prepaid expenses and other current assets	(4,316)		(18,308)
Accounts payable	10,216		341
Accrued expenses and other liabilities	7,355		5,272
Income taxes payable	0		1,206
Other assets and liabilities	0		711
Net cash used in operating activities	(17,185)		(5,123)
Cash flows from investing activities:
Cash paid for property and equipment	(219)		(5,449)
Proceeds from sale of property	0		8
Acquisition of business, net of cash acquired	(625,541)		0
Restricted cash	220,505		0
Net cash used in investing activities	(405,255)		(5,441)
Cash flows from financing activities:
Proceeds from long term debt	425,000		0
Payment of debt issuance costs	(12,889)		0
Payment of revolving credit facility fees	(1,252)		0
Other financing costs	(7,776)		0
Repayment of long term debt	(1,063)		(3,188)
Proceeds from private placement	50,000		0
Borrowings under revolving credit facility	500		0
Repayments of revolving credit facility	(500)		0
Insurance premium financing	1,294		0
Repayment of term loan	(380)		0
Repurchase of stock for treasury	(920)		(1,488)
Cash transfers to/from parent, net	0		0
Net cash (used in) provided by financing activities	452,014		(4,676)
Effect of exchange rate changes on cash and cash equivalents	(903)		2,152
Net (decrease) increase in cash and cash equivalents	28,671		(13,088)
Cash and cash equivalents, beginning of period	84		57,765
Cash and cash equivalents, end of period	28,755	84	44,677
Supplemental disclosures of cash flow information:
Interest	4,141		18,460
Income taxes	0		2,487
Supplemental schedule of non-cash investing and financing activities:
Accrued purchases of property and equipment	0		$ 35
Predecessor
Cash flows from operating activities:
Net loss		(14,057)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		17,379
Accretion of contingent consideration		0
Decrease in contingent consideration		0
Stock based compensation		0
Amortization of inventory fair value adjustment		0
Amortization of deferred financing costs		0
Transaction costs		0
Deferred income taxes		(4,218)
Loss on sales of property		(12)
Other		0
Changes in operating assets and liabilities:
Accounts receivable		42,585
Inventories		(5,756)
Prepaid expenses and other current assets		0
Accounts payable		(798)
Accrued expenses and other liabilities		0
Income taxes payable		(36,070)
Other assets and liabilities		(4,651)
Net cash used in operating activities		(5,598)
Cash flows from investing activities:
Cash paid for property and equipment		(676)
Proceeds from sale of property		63
Acquisition of business, net of cash acquired		0
Restricted cash		0
Net cash used in investing activities		(613)
Cash flows from financing activities:
Proceeds from long term debt		0
Payment of debt issuance costs		0
Payment of revolving credit facility fees		0
Other financing costs		0
Repayment of long term debt		0
Proceeds from private placement		0
Borrowings under revolving credit facility		0
Repayments of revolving credit facility		0
Insurance premium financing		0
Repayment of term loan		0
Repurchase of stock for treasury		0
Cash transfers to/from parent, net		6,211
Net cash (used in) provided by financing activities		6,211
Effect of exchange rate changes on cash and cash equivalents		0
Net (decrease) increase in cash and cash equivalents		0
Cash and cash equivalents, beginning of period	$ 0	0
Cash and cash equivalents, end of period		0
Supplemental disclosures of cash flow information:
Interest		0
Income taxes		0
Supplemental schedule of non-cash investing and financing activities:
Accrued purchases of property and equipment		$ 0

Description of Business

Description of Business	9 Months Ended
	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of Business AgroFresh Solutions, Inc. (the “Company”) is a global leader in the food quality preservation and waste reduction space, providing proprietary advanced technologies and innovative data-driven specialty solutions aimed at enabling growers and packers of fresh produce to preserve and enhance its freshness, quality and value to maximize the percentage of produce supplied to the market relative to the amount of produce grown, as well as increase consumer appeal of product at retail. The Company currently offers SmartFresh TM applications at customer sites through a direct service model and provides advisory services relying on its extensive knowledge on the use of its products over 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. Additionally the Company has a number of different solutions and application technologies that have either been launched (Harvista, RipeLock, Landspring) or will be launched in the future that will seek to extend its footprint to other crops and steps of the global produce supply chain. The end markets that the Company serves are seasonal and are generally aligned with the seasonal growing patterns of the Company’s customers. For those customers growing, harvesting or storing apples, 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 half-year period (i.e., January through June for the southern hemisphere, and July through December for the northern hemisphere) 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 the consumption of the Company’s services and products between the first and second quarters primarily in the southern hemisphere or between the third and fourth quarters primarily in the northern hemisphere. 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, 2016
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Basis of Presentation and Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated and combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. These financial statements include all adjustments that are necessary for a fair presentation of the Company's consolidated results of operations, financial condition and cash flows for the periods shown, including normal, recurring accruals and other items. The consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year. For additional information, these condensed consolidated and combined financial statements should be read in conjunction with the consolidated and combined financial statements and notes included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 2015 . As used in these notes to the condensed consolidated and combined financial statements, 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. Recently Issued Accounting Guidance In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09 "Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting." This update is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is effective for companies with fiscal years beginning after December 15, 2016. The Company is currently evaluating the effects of this update. In February 2016, the FASB issued ASU 2016-02 "Leases (Topic 842)" which requires organizations to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. The guidance is effective for public companies with fiscal years beginning after December 15, 2018. The Company is currently evaluating the effects of this update. In May 2014, the FASB issued ASU 2014-9 “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 March 2016, the FASB issued ASU 2016-08 "Principal Versus Agent Considerations (Reporting Revenue Gross versus Net)" which amends the principal-versus-agent implementation guidance. This update clarifies factors in determining whether an entity is a principal or an agent and has the same effective date as ASU 2014-9. The Company is currently evaluating the effects of this update. In April 2016, the FASB issued ASU 2016-10 "Revenue from Contracts with Customers Topic 606: Identifying Performance Obligations and Licensing." This update clarifies the implementation guidance on identifying a performance obligation and licensing and is effective on the same date as ASU 2014-09. The Company is currently evaluating the effects of this update. In August 2016, the FASB issued ASU 2016-15 "Classification of Certain Cash Receipts and Cash Payments." This update clarifies how certain cash receipts and cash payments should be disclosed in the statement of cash flows and is effective for public companies with fiscal years beginning after December 15, 2017. The Company is currently evaluating the effects of this update. Reclassification The Company reclassified approximately $5.1 million of value added tax and other tax related receivables from accounts receivable to other current assets at December 31, 2015 to be consistent with the presentation at September 30, 2016.

Business Combination

Business Combination	9 Months Ended
	Sep. 30, 2016
Business Combinations [Abstract]
Business Combination	Business Combination On July 31, 2015 (the "Closing Date"), 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. 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”). 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 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. In addition to the Stock Consideration and the Cash Consideration, Dow is entitled to receive the following consideration: • A deferred payment from the Company of $50 million , subject to the Company’s achievement of a specified average Business EBITDA, as defined in the Purchase Agreement, over the two year period from January 1, 2016 to December 31, 2017; • 6 million of the Company's warrants; • 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 made in connection with the Business Combination; and • reimbursement for any value-added and transfer taxes paid by Dow in conjunction with the transaction. In addition, pursuant to the Purchase Agreement, the amount of the Cash Consideration paid as part of the purchase price is subject to adjustment following the Closing Date 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 Accounting Standards Codification Topic ("ASC") 805, Business Combinations . 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 to Dow: (in thousands) Purchase Consideration Cash consideration $ 635,000 Stock consideration (1) 210,000 Warrant consideration (2) 19,020 Deferred payment (3) 15,172 VAT and transfer tax reimbursable to Dow (4) 9,263 Tax amortization benefit contingency (5) 156,180 Working capital payment to Dow (6) 15,057 Total purchase price $ 1,059,692 (1) The Company issued 17,500,000 shares of common stock valued at $12.00 per share as of July 31, 2015. (2) In connection with the Business Combination, the Company entered into a Warrant Purchase Agreement whereby it agreed to issue to Dow a certain number of warrants. 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) Pursuant to the Purchase Agreement, the Company agreed to pay Dow a deferred payment of $50 million subject to the achievement of a specified average Business 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) Pursuant to the Purchase Agreement, the Company is required to reimburse Dow for any value-added or transfer taxes paid by Dow in conjunction with the Business Combination. (5) In connection with the Business Combination, 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 $343 million and are based on an estimated intangible assets that are being 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. (6) 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 recorded the 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 Closing Date. The purchase price allocation (in thousands) is as follows: (in thousands) Purchase Price Allocation Cash and cash equivalents $ 9,459 Accounts receivable and other receivables 30,884 Inventories 120,426 Prepaid expenses and other current assets 976 Total current assets 161,745 Property and equipment 4,793 Identifiable intangible assets 841,545 Noncurrent deferred tax asset 11,125 Other assets 862 Total identifiable assets acquired 1,020,070 Accounts payable (364 ) Accrued and other current liabilities (9,425 ) Pension and deferred compensation (638 ) Other long-term liabilities (1,823 ) Current deferred tax liability — Deferred tax liability (10,501 ) Other liabilities — Net identifiable assets acquired 997,319 Goodwill 62,373 Total purchase price $ 1,059,692 The 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 $ 45 4 years Developed technology 757,000 12 to 22 years Customer relationships 8,000 24 years In-process research and development 39,000 18 years Service provider network 2,000 Indefinite Life Trade name 35,500 Indefinite Life Total intangible assets $ 841,545 Weighted average life of finite-lived intangible assets 19.7 The goodwill of $62.4 million arising from the Business Combination is primarily attributable to the market position of the AgroFresh Business. This goodwill is not deductible for income tax purposes. During the third quarter of 2016, the Company began commercializing its Landspring product offering, which was previously an in-process research and development asset, and thus has begun depreciating the asset over its estimated useful life as disclosed in the table above. If the Company and the AgroFresh Business had combined at January 1, 2015, net sales for the one and seven month period ended July 31, 2015 (Predecessor) would have been approximately $2.0 million and $51.5 million respectively, and net loss for the one and seven month period ended July 31, 2015 (Predecessor) would have been approximately $5.9 million and $37.6 million , respectively, on a pro forma basis. For the one and seven month period ended July 31, 2015 (Predecessor), the pro forma results include, on an after-tax basis, incremental interest expense of approximately $2.8 million and $19.8 million , respectively (including accretion of contingent consideration), incremental amortization of intangibles of approximately $2.1 million and $5.4 million , respectively, and incremental G&A expense of approximately $0.5 million and $3.5 million , respectively. The pro forma results do not include the impact of the amortization of the inventory step-up.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2016
Related Party Transactions [Abstract]
Related Party Transactions	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 $5.8 million and $10 million for such services for the three and nine months ending September 30, 2016 , respectively. These amounts were made up of ongoing costs of the Transition Service Agreement of $1.6 million and $4.4 million , rent of $ 0.3 million and $1.0 million , $ 0.6 million and $ 1.3 million for seconded employees, and other expenses of $ 3.3 million and $ 3.3 million for the three and nine months ending September 30, 2016 , respectively. As of September 30, 2016 , the Company has an outstanding payable to Dow of $2.5 million , made up of $0.6 million related to the ongoing costs of the Transition Services Agreement, $0.1 million for seconded employees and rent, and other expenses of $ 1.8 million . See Note 3 regarding the contingent consideration owed to Dow as part of the Business Combination.

Inventories

Inventories	9 Months Ended
	Sep. 30, 2016
Inventory Disclosure [Abstract]
Inventories	Inventories Inventories at September 30, 2016 and December 31, 2015 consisted of the following: (in thousands) September 30, December 31, 2015 Raw material $ 957 $ 819 Work-in-process 8,671 8,142 Finished goods (1) 6,864 33,784 Supplies 728 1,431 Total inventories $ 17,220 $ 44,176 (1) The amount shown above includes the unamortized fair value adjustment of $0.0 million and $30.4 million at September 30, 2016 and December 31, 2015 , respectively.

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2016
Property, Plant and Equipment [Abstract]
Property and Equipment	Property and Equipment Property and equipment at September 30, 2016 and December 31, 2015 consisted of the following: (in thousands, except for useful life data) Useful life (years) September 30, December 31, Land, buildings & improvements 7-20 $ 1,369 $ 517 Machinery & equipment 1-12 4,268 3,664 Furniture 1-12 703 145 Construction in progress 4,238 539 10,578 4,865 Less: accumulated depreciation (832 ) (259 ) $ 9,746 $ 4,606 Depreciation expense for the three and nine months ended September 30, 2016 (Successor) was $0.2 million and $0.6 million , respectively. Depreciation expense for the one and seven months ended July 31, 2015 (Predecessor) was $0.1 million and $0.5 million , respectively. Depreciation expense for the two months ended September 30, 2015 (Successor) was $0.1 million . Depreciation expense is recorded in cost of sales, selling, general and administrative expense and research and development expense in the condensed consolidated and combined statements of operations.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	9 Months Ended
	Sep. 30, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	Goodwill and Intangible Assets The Company completes its annual impairment test during the fourth quarter of each year, or more frequently if triggering events indicate a possible impairment. The Company continually evaluates financial performance, economic conditions and other relevant developments in assessing if an interim period impairment test is necessary. Since its inception and through September 30, 2016, the Company has not recorded an impairment charge, but if the Company's stock price continues to trade at its current levels without recovery, the Company may be required to record an impairment in the future and such amount could be material. Changes in the carrying amount of goodwill for the nine months ended September 30, 2016 are as follows: (in thousands) Goodwill Balance as of December 31, 2015 $ 56,006 Measurement-period adjustments 6,367 Balance as of September 30, 2016 $ 62,373 The Company’s other intangible assets at September 30, 2016 and December 31, 2015 consisted of the following: September 30, 2016 December 31, 2015 (in thousands) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Other intangible assets: Developed technology $ 757,000 $ (45,803 ) $ 711,197 $ 757,000 $ (16,360 ) $ 740,640 In-process research and development 39,000 (181 ) 38,819 39,000 — 39,000 Trade name 35,500 — 35,500 35,500 — 35,500 Service provider network 2,000 — 2,000 2,000 — 2,000 Customer relationships 8,000 (389 ) 7,611 8,000 (139 ) 7,861 Software 135 (16 ) 119 60 (5 ) 55 Total intangible assets $ 841,635 $ (46,389 ) $ 795,246 $ 841,560 $ (16,504 ) $ 825,056 At September 30, 2016 , the weighted-average amortization period for the finite-lived intangible assets was 18.7 years. At September 30, 2016 , the weighted-average amortization period for developed technology, customer relationships, in-process research and development, and software was 18.7 , 23.1 , 17.1 , and 4.1 years, respectively. Estimated annual amortization expense for finite-lived intangible assets subsequent to September 30, 2016 is as follows: (in thousands) Amount 2016 (remaining) $ 10,446 2017 41,785 2018 41,785 2019 41,781 2020 41,773 Thereafter 580,176 $ 757,746

Accrued and Other Current Liabi

Accrued and Other Current Liabilities	9 Months Ended
	Sep. 30, 2016
Payables and Accruals [Abstract]
Accrued and other current liabilities	Accrued and Other Current Liabilities The Company’s accrued and other current liabilities at September 30, 2016 and December 31, 2015 consisted of the following: (in thousands) September 30, December 31, 2015 Warrant consideration $ 4,680 $ 6,000 Tax amortization benefit contingency 13,631 12,332 Working capital settlement 15,057 15,057 Additional consideration due seller 9,263 — Accrued compensation and benefits 5,932 4,815 Accrued rebates payable 5,520 6,225 Insurance premium financing payable 864 865 Severance 2,363 — Accrued taxes 4,490 — Other 3,715 2,301 $ 65,515 $ 47,595

Debt

Debt	9 Months Ended
	Sep. 30, 2016
Debt Disclosure [Abstract]
Debt	Debt The Company’s debt at September 30, 2016 and December 31, 2015 consisted of the following: (in thousands) September 30, December 31, Total Term Loan outstanding $ 408,807 $ 410,536 Less: Amounts due within one year 4,250 4,250 Total long-term debt due after one year $ 404,557 $ 406,286 At September 30, 2016 , 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 fair value hierarchy. The Term Loan is presented net of deferred issuance costs, 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, 2016 there were $10.9 million of unamortized deferred issuance costs. Scheduled principal repayments under the Term Loan subsequent to September 30, 2016 are as follows: (in thousands) Amount 2016 (remaining) $ 1,063 2017 4,250 2018 4,250 2019 4,250 2020 4,250 Thereafter 401,625 $ 419,688 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, 2016 , the Company has issued $0.9 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 Loan 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 Facility. 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 three and nine months ended September 30, 2016 was approximately $0.6 million and $1.7 million , respectively.

Noncurrent Liabilities

Noncurrent Liabilities	9 Months Ended
	Sep. 30, 2016
Liabilities, Other than Long-term Debt, Noncurrent [Abstract]
Noncurrent Liabilities	Noncurrent Liabilities The Company’s other noncurrent liabilities at September 30, 2016 and December 31, 2015 consisted of the following: (in thousands) September 30, December 31, 2015 Tax amortization benefit contingency $ 149,868 $ 137,288 Deferred payment 28,325 22,700 Other 4,633 4,642 $ 182,826 $ 164,630

Severance

Severance	9 Months Ended
	Sep. 30, 2016
Compensation Related Costs [Abstract]
Severance	Severance In the first quarter of 2016, by mutual agreement, Thomas Macphee resigned as Chief Executive Officer and as a member of the Company's Board of Directors. In addition, Stan Howell resigned as the Company’s President, which was effective on April 30, 2016. According to the terms of their respective separation agreements, the Company expensed $0.0 million and $1.4 million in the three and nine months ended September 30, 2016 , respectively. These amounts, which do not include stock compensation expense, were recorded in selling, general and administrative expense in the condensed consolidated and combined statement of operations. The Company expects to pay these amounts out over the next year. Effective September 26, 2016, Margaret M. Loebl, former Chief Financial Officer, left the Company in order to pursue other professional interests. The Company incurred expense of $1.2 million for the three and nine months ended September 30, 2016 , respectively, in accordance with her separation agreement. This amount, which does not include stock compensation expense, was recorded in selling, general and administrative expense in the condensed consolidated and combined statement of operations. The Company expects to pay this amount out over the next year.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2016
Stockholders' Equity Note [Abstract]
Stockholders' Equity	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, 2016 , there were 50,584,943 shares of common stock issued. As of September 30, 2016 , there were warrants to purchase 15,983,072 shares of the Company’s common stock outstanding at a strike price of $11.50 . Of the 15,983,072 warrants, 9,823,072 ( 1,201,928 warrants were subsequently repurchased during 2015) were issued as part of the units sold in the Company's initial public offering in February 2014 and 6,160,000 warrants were sold in a private placement at the time of such public offering. 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.

Stock-based Compensation

Stock-based Compensation	9 Months Ended
	Sep. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-based Compensation	Stock-based Compensation Stock compensation expense for the three and nine months ended September 30, 2016 (Successor) was $1.3 million and $3.2 million , respectively. There was no stock compensation expense for the one and seven months ended July 31, 2015 (Predecessor), respectively. Stock compensation expense for the two months ended September 30, 2015 (Successor) was $0.7 million . Stock compensation expense is recognized in cost of goods sold, selling, general and administrative expenses, and research and development expenses. At September 30, 2016 , there was $2.6 million of unrecognized compensation cost relating to outstanding unvested equity instruments expected to be recognized over the weighted average period of 1.9 years. Pursuant to the separations of the Company's former Chief Executive Officer, President, and Chief Financial Officer as described in Note 11, the Company has recorded a net charge of $0.7 million and $1.3 million , during the three and nine months ended September 30, 2016, respectively, for the modification and vesting of restricted stock awards less compensation previously recognized on forfeited options.

Earnings Per Share

Earnings Per Share	9 Months Ended
	Sep. 30, 2016
Earnings Per Share [Abstract]
Earnings Per Share	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 stock options, restricted stock and warrants. The following table is a reconciliation of net income (loss) and the shares used in calculating basic and diluted net income (loss) for the three and nine months ended September 30, 2016 : (in thousands, except share data) Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Numerator: Net income (loss) $ 7,312 $ (42,989 ) Denominator: Weighted average common shares outstanding - Basic 49,567,735 49,385,733 Effect of dilutive shares: Restricted stock awards to employees 5,172 — Restricted stock awards to directors 54,893 — Weighted average number of shares outstanding - Diluted 49,627,800 49,385,733 Antidilutive securities Stock-based compensation awards (1) : Stock options 584,375 584,375 Restricted stock 272,897 332,961 Warrants: Private placement warrants 6,160,000 6,160,000 Public warrants 9,823,072 9,823,072 (1) Stock Appreciation Rights and Phantom Shares are payable in cash and will have no impact on number of shares outstanding Warrants and options 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, 2016
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The effective tax rate for the three months ended September 30, 2016 (Successor) was 39.0% , compared to the effective tax rate of 32.8% for the one month ended July 31, 2015 (Predecessor) and 24.7% for the two months ended September 30, 2015 (Successor). The effective tax rate for the nine months ended September 30, 2016 (Successor) was 37.9% , compared to the effective tax rate of (338.2)% for the seven months ended July 31, 2015 (Predecessor) and 24.7% for the two months ended September 30, 2015 (Successor). The effective tax rate for the three and nine months ended September 30, 2016 (Successor) differs from the US statutory tax rate of 35% due to state income taxes and certain non-deductible expenses. With respect to the Predecessor period, the effective tax rate in the prior period was favorably impacted by an increase in valuation allowances in certain foreign jurisdictions where the Company incurred net operating losses and would not be able to receive tax benefit from such losses, thus decreasing the overall effective tax rate due to the overall pre-tax losses incurred.

Segments

Segments	9 Months Ended
	Sep. 30, 2016
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]
Segments	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. We currently operate and manage our business as a single reportable segment. Our chief operating decision-makers allocate resources and assess 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, 2016
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	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 a 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 prices 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, 2016
Fair Value Disclosures [Abstract]
Fair Value Measurements	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, 2016 : Fair Value Measurements, Using (in thousands) Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total carrying value as of September 30, 2016 Warrant consideration (1) — 4,680 — 4,680 Tax amortization benefit contingency (2) — — 163,498 163,498 Deferred acquisition payment (3) — — 28,325 28,325 Total $ — $ 4,680 $ 191,823 $ 196,503 The following table presents the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis as of December 31, 2015 : Fair Value Measurements, Using (in thousands) Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total carrying value as of December 31, 2015 Warrant consideration (1) — 6,000 — 6,000 Tax amortization benefit contingency (2) — — 149,620 149,620 Deferred acquisition payment (3) — — 22,700 22,700 Total $ — $ 6,000 $ 172,320 $ 178,320 (1) This liability relates 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 nine months ended September 30, 2016 . (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 Business EBITDA, as defined in the Purchase Agreement, over the two year period from January 1, 2016 to December 31, 2017. The valuation technique used did not change during the nine months ended September 30, 2016 . 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 the Company's Level 3 financial instruments that are measured at fair value on a recurring basis. These instruments relate to contingent consideration payable to Dow in connection with the Business Combination. (in thousands) Tax amortization benefit contingency Deferred acquisition payment Total Balance, December 31, 2015 $ 149,620 $ 22,700 $ 172,320 Measurement period adjustment 2,223 (2,000 ) 223 Accretion (1) 12,206 10,725 22,931 Mark to market adjustment (2) (551 ) (3,100 ) (3,651 ) Balance September 30, 2016 $ 163,498 $ 28,325 $ 191,823 (1) Accretion expense for the three months ended September 30, 2016 was $4.0 million for the tax benefit contingency and $3.6 million for the deferred acquisition payment. (2) The mark to market adjustment for the three months ended September 30, 2016 was $0.6 million for the tax benefit contingency and $0.0 million for the deferred acquisition payment.

Basis of Presentation and Sum26

Basis of Presentation and Summary of Significant Accounting Policies (Policy)	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
Basis of Presentation	The accompanying unaudited condensed consolidated and combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. These financial statements include all adjustments that are necessary for a fair presentation of the Company's consolidated results of operations, financial condition and cash flows for the periods shown, including normal, recurring accruals and other items. The consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year. For additional information, these condensed consolidated and combined financial statements should be read in conjunction with the consolidated and combined financial statements and notes included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 2015 . As used in these notes to the condensed consolidated and combined financial statements, 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.
Recently Issued Accounting Guidance	Recently Issued Accounting Guidance In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09 "Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting." This update is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is effective for companies with fiscal years beginning after December 15, 2016. The Company is currently evaluating the effects of this update. In February 2016, the FASB issued ASU 2016-02 "Leases (Topic 842)" which requires organizations to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. The guidance is effective for public companies with fiscal years beginning after December 15, 2018. The Company is currently evaluating the effects of this update. In May 2014, the FASB issued ASU 2014-9 “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 March 2016, the FASB issued ASU 2016-08 "Principal Versus Agent Considerations (Reporting Revenue Gross versus Net)" which amends the principal-versus-agent implementation guidance. This update clarifies factors in determining whether an entity is a principal or an agent and has the same effective date as ASU 2014-9. The Company is currently evaluating the effects of this update. In April 2016, the FASB issued ASU 2016-10 "Revenue from Contracts with Customers Topic 606: Identifying Performance Obligations and Licensing." This update clarifies the implementation guidance on identifying a performance obligation and licensing and is effective on the same date as ASU 2014-09. The Company is currently evaluating the effects of this update. In August 2016, the FASB issued ASU 2016-15 "Classification of Certain Cash Receipts and Cash Payments." This update clarifies how certain cash receipts and cash payments should be disclosed in the statement of cash flows and is effective for public companies with fiscal years beginning after December 15, 2017. The Company is currently evaluating the effects of this update.

Business Combination (Tables)

Business Combination (Tables)	9 Months Ended
	Sep. 30, 2016
Business Combinations [Abstract]
Summary of purchase consideration transferred	The following summarizes the purchase consideration to Dow: (in thousands) Purchase Consideration Cash consideration $ 635,000 Stock consideration (1) 210,000 Warrant consideration (2) 19,020 Deferred payment (3) 15,172 VAT and transfer tax reimbursable to Dow (4) 9,263 Tax amortization benefit contingency (5) 156,180 Working capital payment to Dow (6) 15,057 Total purchase price $ 1,059,692 (1) The Company issued 17,500,000 shares of common stock valued at $12.00 per share as of July 31, 2015. (2) In connection with the Business Combination, the Company entered into a Warrant Purchase Agreement whereby it agreed to issue to Dow a certain number of warrants. 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) Pursuant to the Purchase Agreement, the Company agreed to pay Dow a deferred payment of $50 million subject to the achievement of a specified average Business 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) Pursuant to the Purchase Agreement, the Company is required to reimburse Dow for any value-added or transfer taxes paid by Dow in conjunction with the Business Combination. (5) In connection with the Business Combination, 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 $343 million and are based on an estimated intangible assets that are being 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. (6) 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.
Purchase price allocation	The purchase price allocation (in thousands) is as follows: (in thousands) Purchase Price Allocation Cash and cash equivalents $ 9,459 Accounts receivable and other receivables 30,884 Inventories 120,426 Prepaid expenses and other current assets 976 Total current assets 161,745 Property and equipment 4,793 Identifiable intangible assets 841,545 Noncurrent deferred tax asset 11,125 Other assets 862 Total identifiable assets acquired 1,020,070 Accounts payable (364 ) Accrued and other current liabilities (9,425 ) Pension and deferred compensation (638 ) Other long-term liabilities (1,823 ) Current deferred tax liability — Deferred tax liability (10,501 ) Other liabilities — Net identifiable assets acquired 997,319 Goodwill 62,373 Total purchase price $ 1,059,692
Intangible assets acquired and useful lives	The 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 $ 45 4 years Developed technology 757,000 12 to 22 years Customer relationships 8,000 24 years In-process research and development 39,000 18 years Service provider network 2,000 Indefinite Life Trade name 35,500 Indefinite Life Total intangible assets $ 841,545 Weighted average life of finite-lived intangible assets 19.7

Inventories (Tables)

Inventories (Tables)	9 Months Ended
	Sep. 30, 2016
Inventory Disclosure [Abstract]
Schedule of inventories	Inventories at September 30, 2016 and December 31, 2015 consisted of the following: (in thousands) September 30, December 31, 2015 Raw material $ 957 $ 819 Work-in-process 8,671 8,142 Finished goods (1) 6,864 33,784 Supplies 728 1,431 Total inventories $ 17,220 $ 44,176 (1) The amount shown above includes the unamortized fair value adjustment of $0.0 million and $30.4 million at September 30, 2016 and December 31, 2015 , respectively.

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2016
Property, Plant and Equipment [Abstract]
Property and equipment	Property and equipment at September 30, 2016 and December 31, 2015 consisted of the following: (in thousands, except for useful life data) Useful life (years) September 30, December 31, Land, buildings & improvements 7-20 $ 1,369 $ 517 Machinery & equipment 1-12 4,268 3,664 Furniture 1-12 703 145 Construction in progress 4,238 539 10,578 4,865 Less: accumulated depreciation (832 ) (259 ) $ 9,746 $ 4,606

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of changes in the carrying amount of goodwill	Changes in the carrying amount of goodwill for the nine months ended September 30, 2016 are as follows: (in thousands) Goodwill Balance as of December 31, 2015 $ 56,006 Measurement-period adjustments 6,367 Balance as of September 30, 2016 $ 62,373
Schedule of other finite-lived intangible assets	The Company’s other intangible assets at September 30, 2016 and December 31, 2015 consisted of the following: September 30, 2016 December 31, 2015 (in thousands) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Other intangible assets: Developed technology $ 757,000 $ (45,803 ) $ 711,197 $ 757,000 $ (16,360 ) $ 740,640 In-process research and development 39,000 (181 ) 38,819 39,000 — 39,000 Trade name 35,500 — 35,500 35,500 — 35,500 Service provider network 2,000 — 2,000 2,000 — 2,000 Customer relationships 8,000 (389 ) 7,611 8,000 (139 ) 7,861 Software 135 (16 ) 119 60 (5 ) 55 Total intangible assets $ 841,635 $ (46,389 ) $ 795,246 $ 841,560 $ (16,504 ) $ 825,056
Schedule of other indefinite-lived intangible assets	The Company’s other intangible assets at September 30, 2016 and December 31, 2015 consisted of the following: September 30, 2016 December 31, 2015 (in thousands) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Other intangible assets: Developed technology $ 757,000 $ (45,803 ) $ 711,197 $ 757,000 $ (16,360 ) $ 740,640 In-process research and development 39,000 (181 ) 38,819 39,000 — 39,000 Trade name 35,500 — 35,500 35,500 — 35,500 Service provider network 2,000 — 2,000 2,000 — 2,000 Customer relationships 8,000 (389 ) 7,611 8,000 (139 ) 7,861 Software 135 (16 ) 119 60 (5 ) 55 Total intangible assets $ 841,635 $ (46,389 ) $ 795,246 $ 841,560 $ (16,504 ) $ 825,056
Estimated annual amortization expense for finite-lived intangible assets	Estimated annual amortization expense for finite-lived intangible assets subsequent to September 30, 2016 is as follows: (in thousands) Amount 2016 (remaining) $ 10,446 2017 41,785 2018 41,785 2019 41,781 2020 41,773 Thereafter 580,176 $ 757,746

Accrued and Other Current Lia31

Accrued and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2016
Payables and Accruals [Abstract]
Accrued and other current liabilities	The Company’s accrued and other current liabilities at September 30, 2016 and December 31, 2015 consisted of the following: (in thousands) September 30, December 31, 2015 Warrant consideration $ 4,680 $ 6,000 Tax amortization benefit contingency 13,631 12,332 Working capital settlement 15,057 15,057 Additional consideration due seller 9,263 — Accrued compensation and benefits 5,932 4,815 Accrued rebates payable 5,520 6,225 Insurance premium financing payable 864 865 Severance 2,363 — Accrued taxes 4,490 — Other 3,715 2,301 $ 65,515 $ 47,595

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2016
Debt Disclosure [Abstract]
Schedule of debt	The Company’s debt at September 30, 2016 and December 31, 2015 consisted of the following: (in thousands) September 30, December 31, Total Term Loan outstanding $ 408,807 $ 410,536 Less: Amounts due within one year 4,250 4,250 Total long-term debt due after one year $ 404,557 $ 406,286
Schedule of principal repayments under the Term Loan	Scheduled principal repayments under the Term Loan subsequent to September 30, 2016 are as follows: (in thousands) Amount 2016 (remaining) $ 1,063 2017 4,250 2018 4,250 2019 4,250 2020 4,250 Thereafter 401,625 $ 419,688

Noncurrent Liabilities (Tables)

Noncurrent Liabilities (Tables)	9 Months Ended
	Sep. 30, 2016
Liabilities, Other than Long-term Debt, Noncurrent [Abstract]
Other noncurrent liabilities	The Company’s other noncurrent liabilities at September 30, 2016 and December 31, 2015 consisted of the following: (in thousands) September 30, December 31, 2015 Tax amortization benefit contingency $ 149,868 $ 137,288 Deferred payment 28,325 22,700 Other 4,633 4,642 $ 182,826 $ 164,630

Earnings Per Share (Tables)

Earnings Per Share (Tables)	9 Months Ended
	Sep. 30, 2016
Earnings Per Share [Abstract]
Amounts that could potentially dilute basic earnings per share	The following table is a reconciliation of net income (loss) and the shares used in calculating basic and diluted net income (loss) for the three and nine months ended September 30, 2016 : (in thousands, except share data) Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Numerator: Net income (loss) $ 7,312 $ (42,989 ) Denominator: Weighted average common shares outstanding - Basic 49,567,735 49,385,733 Effect of dilutive shares: Restricted stock awards to employees 5,172 — Restricted stock awards to directors 54,893 — Weighted average number of shares outstanding - Diluted 49,627,800 49,385,733 Antidilutive securities Stock-based compensation awards (1) : Stock options 584,375 584,375 Restricted stock 272,897 332,961 Warrants: Private placement warrants 6,160,000 6,160,000 Public warrants 9,823,072 9,823,072 (1) Stock Appreciation Rights and Phantom Shares are payable in cash and will have no impact on number of shares outstanding

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2016
Fair Value Disclosures [Abstract]
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, 2016 : Fair Value Measurements, Using (in thousands) Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total carrying value as of September 30, 2016 Warrant consideration (1) — 4,680 — 4,680 Tax amortization benefit contingency (2) — — 163,498 163,498 Deferred acquisition payment (3) — — 28,325 28,325 Total $ — $ 4,680 $ 191,823 $ 196,503 The following table presents the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis as of December 31, 2015 : Fair Value Measurements, Using (in thousands) Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total carrying value as of December 31, 2015 Warrant consideration (1) — 6,000 — 6,000 Tax amortization benefit contingency (2) — — 149,620 149,620 Deferred acquisition payment (3) — — 22,700 22,700 Total $ — $ 6,000 $ 172,320 $ 178,320 (1) This liability relates 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 nine months ended September 30, 2016 . (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 Business EBITDA, as defined in the Purchase Agreement, over the two year period from January 1, 2016 to December 31, 2017. The valuation technique used did not change during the nine months ended September 30, 2016 .
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 the Company's Level 3 financial instruments that are measured at fair value on a recurring basis. These instruments relate to contingent consideration payable to Dow in connection with the Business Combination. (in thousands) Tax amortization benefit contingency Deferred acquisition payment Total Balance, December 31, 2015 $ 149,620 $ 22,700 $ 172,320 Measurement period adjustment 2,223 (2,000 ) 223 Accretion (1) 12,206 10,725 22,931 Mark to market adjustment (2) (551 ) (3,100 ) (3,651 ) Balance September 30, 2016 $ 163,498 $ 28,325 $ 191,823 (1) Accretion expense for the three months ended September 30, 2016 was $4.0 million for the tax benefit contingency and $3.6 million for the deferred acquisition payment. (2) The mark to market adjustment for the three months ended September 30, 2016 was $0.6 million for the tax benefit contingency and $0.0 million for the deferred acquisition payment.

Description of Business (Detail

Description of Business (Details)	Sep. 30, 2016country
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating countries (over 40)	40

Basis of Presentation and Sum37

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Restatement Adjustment $ in Millions	Dec. 31, 2015USD ($)
Accounts receivable, current
Error Corrections and Prior Period Adjustments Restatement [Line Items]
VAT and other tax related receivables	$ (5.1)
Other assets, noncurrent
Error Corrections and Prior Period Adjustments Restatement [Line Items]
VAT and other tax related receivables	$ 5.1

Business Combination (Details)

Business Combination (Details) - USD ($) $ in Thousands	Jul. 31, 2015	Jul. 31, 2015	Jul. 31, 2015	Sep. 30, 2016	Dec. 31, 2015
Business Acquisition [Line Items]
Goodwill				$ 62,373	$ 56,006
AgroFresh Inc.
Business Acquisition [Line Items]
Number of shares issued as consideration (in shares)	6,000,000
Cash consideration	$ 635,000
Contingent consideration	$ 50,000	$ 50,000	$ 50,000
Period over which earnout is measured	2 years
Goodwill	$ 62,373	62,373	62,373	$ 62,373
AgroFresh Inc. | Warrant Purchase Agreement Entered In Connection With Business Combination
Business Acquisition [Line Items]
Number of shares issued as consideration (in shares)	6,000,000
AgroFresh Inc. | Deferred payment
Business Acquisition [Line Items]
Contingent consideration	$ 50,000	50,000	50,000
Period over which earnout is measured	2 years
AgroFresh Inc. | Tax Receivables Agreement Entered In Connection With Business Combination
Business Acquisition [Line Items]
Percentage of any tax savings owed to seller	85.00%
AgroFresh Inc. | Common Stock
Business Acquisition [Line Items]
Number of shares issued as consideration (in shares)	17,500,000
Predecessor
Business Acquisition [Line Items]
Pro forma net sales		2,000	51,500
Pro forma net income (loss)		(5,900)	(37,600)
Predecessor | Interest Expense
Business Acquisition [Line Items]
Pro forma net income (loss)		(2,800)	(19,800)
Predecessor | Amortization of Intangibles
Business Acquisition [Line Items]
Pro forma net income (loss)		(2,100)	(5,400)
Predecessor | General and Administrative Expense
Business Acquisition [Line Items]
Pro forma net income (loss)		$ (500)	$ (3,500)

Business Combination (Details 2

Business Combination (Details 2) - AgroFresh Inc. $ / shares in Units, $ in Thousands	Jul. 31, 2015USD ($)$ / sharesshares
Purchase consideration
Cash consideration	$ 635,000
Stock consideration	210,000	[1]
Warrant consideration	19,020	[2]
VAT and transfer tax reimbursable to Dow	9,263	[3]
Working capital payment to Dow	15,057	[4]
Total purchase price	$ 1,059,692
Number of shares issued as consideration (in shares) | shares	6,000,000
Issue price of warrants (in dollars per share) | $ / shares	$ 3.17
Contingent consideration	$ 50,000
Period over which earnout is measured	2 years
Deferred payment
Purchase consideration
Deferred payment	$ 15,172	[5]
Contingent consideration	$ 50,000
Period over which earnout is measured	2 years
Tax amortization benefit contingency
Purchase consideration
Tax amortization benefit contingency	$ 156,180	[6]
Contingent consideration	$ 343,000
Period of amortization on estimated intangible write-up	15 years
Tax effect rate	37.00%
Common Stock
Purchase consideration
Number of shares issued as consideration (in shares) | shares	17,500,000
Issue price of stock (in dollars per share) | $ / shares	$ 12
[1]	The Company issued 17,500,000 shares of common stock valued at $12.00 per share as of July 31, 2015.
[2]	In connection with the Business Combination, the Company entered into a Warrant Purchase Agreement whereby it agreed to issue to Dow a certain number of warrants. 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]	Pursuant to the Purchase Agreement, the Company is required to reimburse Dow for any value-added or transfer taxes paid by Dow in conjunction with the Business Combination.
[4]	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.
[5]	Pursuant to the Purchase Agreement, the Company agreed to pay Dow a deferred payment of $50 million subject to the achievement of a specified average Business 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.
[6]	In connection with the Business Combination, 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 $343 million and are based on an estimated intangible assets that are being 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.

Business Combination (Details 3

Business Combination (Details 3) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015	Jul. 31, 2015
Preliminary purchase price allocation
Goodwill	$ 62,373	$ 56,006
AgroFresh Inc.
Preliminary purchase price allocation
Cash and cash equivalents			$ 9,459
Accounts receivable and other receivables			30,884
Inventories			120,426
Prepaid expenses and other current assets			976
Total current assets			161,745
Property and equipment			4,793
Identifiable intangible assets			841,545
Noncurrent deferred tax asset			11,125
Other assets			862
Total identifiable assets acquired			1,020,070
Accounts payable			(364)
Accrued and other current liabilities			(9,425)
Pension and deferred compensation			(638)
Other long-term liabilities			(1,823)
Current deferred tax liability			0
Deferred tax liability			(10,501)
Other liabilities			0
Net identifiable assets acquired			997,319
Goodwill	$ 62,373		62,373
Total purchase price			$ 1,059,692

Business Combination (Details 4

Business Combination (Details 4) - AgroFresh Inc. $ in Thousands	Jul. 31, 2015USD ($)
Business Acquisition [Line Items]
Total intangible assets	$ 841,545
Weighted average life of finite-lived intangible assets	19 years 8 months 12 days
Service provider network
Business Acquisition [Line Items]
Indefinite-lived intangibles	$ 2,000
Trade name
Business Acquisition [Line Items]
Indefinite-lived intangibles	35,500
Software
Business Acquisition [Line Items]
Finite-lived intangibles	$ 45
Useful life	4 years
Developed technology
Business Acquisition [Line Items]
Finite-lived intangibles	$ 757,000
Developed technology | Minimum
Business Acquisition [Line Items]
Useful life	12 years
Developed technology | Maximum
Business Acquisition [Line Items]
Useful life	22 years
Customer relationships
Business Acquisition [Line Items]
Finite-lived intangibles	$ 8,000
Useful life	24 years
In-process research and development
Business Acquisition [Line Items]
Finite-lived intangibles	$ 39,000
Useful life	18 years

Related Party Transactions (Det

Related Party Transactions (Details) - Dow $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2016USD ($)	Sep. 30, 2016USD ($)
Related party transactions
Payment amount for services	$ 5.8	$ 10
Outstanding payable	2.5	2.5
Ongoing costs of the Transition Services Agreement
Related party transactions
Payment amount for services	1.6	4.4
Outstanding payable	0.6	0.6
Rent and second employee expense | Ongoing costs of the Transition Services Agreement
Related party transactions
Outstanding payable	0.1	0.1
Rent | Ongoing costs of the Transition Services Agreement
Related party transactions
Payment amount for services	0.3	1
Second employee expense | Ongoing costs of the Transition Services Agreement
Related party transactions
Payment amount for services	0.6	1.3
Other Expense | Ongoing costs of the Transition Services Agreement
Related party transactions
Payment amount for services	3.3	3.3
Outstanding payable	$ 1.8	$ 1.8

Inventories (Detail)

Inventories (Detail) - USD ($) $ in Thousands		Sep. 30, 2016	Dec. 31, 2015
Inventory Disclosure [Abstract]
Raw material		$ 957	$ 819
Work-in-process		8,671	8,142
Finished goods	[1]	6,864	33,784
Supplies		728	1,431
Total inventories		17,220	44,176
Inventory fair value adjustments		$ 0	$ 30,400
[1]	The amount shown above includes the unamortized fair value adjustment of $0.0 million and $30.4 million at September 30, 2016 and December 31, 2015, respectively.

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, 2016	Jul. 31, 2015	Sep. 30, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Property and equipment, gross			$ 10,578		$ 10,578	$ 4,865
Less: accumulated depreciation			(832)		(832)	(259)
Property and equipment, net			9,746		9,746	4,606
Successor
Property, Plant and Equipment [Line Items]
Property and equipment, net			9,746		9,746	4,606
Depreciation expense		$ 100	200		600
Predecessor
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 100			$ 500
Land, buildings & improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross			1,369		$ 1,369	517
Land, buildings & improvements | Minimum
Property, Plant and Equipment [Line Items]
Useful life (in years)					7 years
Land, buildings & improvements | Maximum
Property, Plant and Equipment [Line Items]
Useful life (in years)					20 years
Machinery & equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross			4,268		$ 4,268	3,664
Machinery & equipment | Minimum
Property, Plant and Equipment [Line Items]
Useful life (in years)					1 year
Machinery & equipment | Maximum
Property, Plant and Equipment [Line Items]
Useful life (in years)					12 years
Furniture
Property, Plant and Equipment [Line Items]
Property and equipment, gross			703		$ 703	145
Furniture | Minimum
Property, Plant and Equipment [Line Items]
Useful life (in years)					1 year
Furniture | Maximum
Property, Plant and Equipment [Line Items]
Useful life (in years)					12 years
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross			$ 4,238		$ 4,238	$ 539

Goodwill and Intangible Asset45

Goodwill and Intangible Assets (Detail) - USD ($)	3 Months Ended	9 Months Ended	14 Months Ended
	Sep. 30, 2016	Sep. 30, 2016	Sep. 30, 2016	Dec. 31, 2015
Goodwill
Goodwill impairment			$ 0
Balance as of December 31, 2015		$ 56,006,000
Measurement-period adjustments		6,367,000
Balance as of September 30, 2016	$ 62,373,000	62,373,000	62,373,000
Other intangible assets:
Total intangible assets	841,635,000	841,635,000	841,635,000	$ 841,560,000
Accumulated Amortization	(46,389,000)	(46,389,000)	(46,389,000)	(16,504,000)
Net, finite-lived intangible assets	757,746,000	757,746,000	757,746,000
Total intangible assets, net	$ 795,246,000	795,246,000	795,246,000	825,056,000
Weighted average
Other intangible assets:
Useful life	18 years 8 months 12 days
Trade name
Other intangible assets:
Gross carrying amount, indefinite-lived	$ 35,500,000	35,500,000	35,500,000	35,500,000
Service provider network
Other intangible assets:
Gross carrying amount, indefinite-lived	2,000,000	2,000,000	2,000,000	2,000,000
Developed technology
Other intangible assets:
Gross carrying amount, finite-lived	757,000,000	757,000,000	757,000,000	757,000,000
Accumulated Amortization	(45,803,000)	(45,803,000)	(45,803,000)	(16,360,000)
Net, finite-lived intangible assets	$ 711,197,000	711,197,000	711,197,000	740,640,000
Developed technology | Weighted average
Other intangible assets:
Useful life	18 years 8 months 12 days
In-process research and development
Other intangible assets:
Gross carrying amount, finite-lived	$ 39,000,000	39,000,000	39,000,000	39,000,000
Accumulated Amortization	(181,000)	(181,000)	(181,000)	0
Net, finite-lived intangible assets	$ 38,819,000	38,819,000	38,819,000	39,000,000
In-process research and development | Weighted average
Other intangible assets:
Useful life	17 years 1 month 6 days
Customer relationships
Other intangible assets:
Gross carrying amount, finite-lived	$ 8,000,000	8,000,000	8,000,000	8,000,000
Accumulated Amortization	(389,000)	(389,000)	(389,000)	(139,000)
Net, finite-lived intangible assets	$ 7,611,000	7,611,000	7,611,000	7,861,000
Customer relationships | Weighted average
Other intangible assets:
Useful life	23 years 1 month 6 days
Software
Other intangible assets:
Gross carrying amount, finite-lived	$ 135,000	135,000	135,000	60,000
Accumulated Amortization	(16,000)	(16,000)	(16,000)	(5,000)
Net, finite-lived intangible assets	$ 119,000	$ 119,000	$ 119,000	$ 55,000
Software | Weighted average
Other intangible assets:
Useful life	4 years 1 month 6 days

Goodwill and Intangible Asset46

Goodwill and Intangible Assets (Details 2) $ in Thousands	Sep. 30, 2016USD ($)
Estimated annual amortization expense
2016 (remaining)	$ 10,446
2,017	41,785
2,018	41,785
2,019	41,781
2,020	41,773
Thereafter	580,176
Net, finite-lived intangible assets	$ 757,746

Accrued and Other Current Lia47

Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Payables and Accruals [Abstract]
Warrant consideration	$ 4,680	$ 6,000
Tax amortization benefit contingency	13,631	12,332
Working capital settlement	15,057	15,057
Additional consideration due seller	9,263	0
Accrued compensation and benefits	5,932	4,815
Accrued rebates payable	5,520	6,225
Insurance premium financing payable	864	865
Severance	2,363	0
Accrued taxes	4,490	0
Other	3,715	2,301
Accrued and other current liabilities	$ 65,515	$ 47,595

Debt (Details)

Debt (Details) - USD ($)	Jul. 31, 2015	Sep. 30, 2016	Sep. 30, 2016	Dec. 31, 2015
Credit facility
Accretion of debt financing costs included in interest expense		$ 600,000	$ 1,700,000
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		408,807,000	408,807,000	$ 410,536,000
Less: Amounts due within one year		4,250,000	4,250,000	4,250,000
Total long-term debt due after one year		404,557,000	404,557,000	$ 406,286,000
Debt issuance costs incurred	$ 12,900,000
Deferred issuance costs, net		10,900,000	10,900,000
Face amount	$ 425,000,000
Amortization per year (as a percent)	1.00%
Revolving loan
Credit facility
Debt issuance costs incurred	$ 1,300,000
Maximum borrowing available	25,000,000
Letter-of-credit sub-facility
Credit facility
Maximum borrowing available	$ 10,000,000	900,000	900,000
Letters of credit, amount outstanding		$ 0	$ 0

Debt (Details 2)

Debt (Details 2) $ in Thousands	Sep. 30, 2016USD ($)
Schedule of principal repayments under the Term Loan
2016 (remaining)	$ 1,063
2,017	4,250
2,018	4,250
2,019	4,250
2,020	4,250
Thereafter	401,625
Total	$ 419,688

Noncurrent Liabilities (Details

Noncurrent Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Other Non-Current Liabilities [Line Items]
Other	$ 4,633	$ 4,642
Other noncurrent liabilities	182,826	164,630
Tax amortization benefit contingency
Other Non-Current Liabilities [Line Items]
Contingent consideration	149,868	137,288
Deferred payment
Other Non-Current Liabilities [Line Items]
Contingent consideration	$ 28,325	$ 22,700

Severance (Details)

Severance (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2016
Chief Executive Officer and President
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Officers' compensation	$ 0	$ 1.4
Chief Financial Officer
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Officers' compensation	$ 1.2	$ 1.2

Stockholders' Equity (Details)

Stockholders' Equity (Details)	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2016votedirector$ / sharesshares	Sep. 30, 2016director$ / sharesshares	Dec. 31, 2015shares
Stockholders' Equity
Authorized common stock (in shares)	400,000,000	400,000,000
Number of votes entitled by holders of common stock for each share of common stock | vote	1
Number of shares issuable upon exercise of warrants (in shares)	15,983,072	15,983,072
Exercise price (in dollars per share) | $ / shares	$ 11.5	$ 11.5
Number of warrants outstanding (in shares)	15,983,072	15,983,072
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	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%	10.00%
Public
Stockholders' Equity
Number of warrants outstanding (in shares)	9,823,072	9,823,072
Number of warrants repurchased (in shares)			1,201,928
Private placement
Stockholders' Equity
Number of warrants outstanding (in shares)	6,160,000	6,160,000

Stock-based Compensation (Detai

Stock-based Compensation (Details) - USD ($)	1 Months Ended	2 Months Ended	3 Months Ended	7 Months Ended	9 Months Ended
	Jul. 31, 2015	Sep. 30, 2015	Sep. 30, 2016	Jul. 31, 2015	Sep. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation, nonvested awards, compensation cost not yet recognized			$ 2,600,000		$ 2,600,000
Period for recognition of compensation on unvested stock option					1 year 10 months 24 days
Chief Executive Officer, President, and Chief Financial Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Net charge, modification and vesting of restricted stock			700,000		$ 1,300,000
Successor
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 700,000	$ 1,300,000		$ 3,200,000
Predecessor
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 0			$ 0

Earnings Per Share (Details)

Earnings Per Share (Details) - USD ($) $ in Thousands	2 Months Ended	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2016		Sep. 30, 2016
Denominator:
Weighted average common shares outstanding - Basic (in shares)		49,567,735		49,385,733
Effect of dilutive shares:
Weighted average number of shares outstanding - Diluted (in shares)		49,627,800		49,385,733
Stock option
Stock-based compensation awards(1):
Antidilutive securities (in shares)		584,375	[1]	584,375
Restricted stock unit
Stock-based compensation awards(1):
Antidilutive securities (in shares)		272,897	[1]	332,961
Warrants | Private placement
Stock-based compensation awards(1):
Antidilutive securities (in shares)		6,160,000		6,160,000
Warrants | Public
Stock-based compensation awards(1):
Antidilutive securities (in shares)		9,823,072		9,823,072
Successor
Numerator:
Net loss	$ (14,021)	$ 7,312		$ (42,989)
Denominator:
Weighted average common shares outstanding - Basic (in shares)	49,457,847	49,567,735		49,385,733
Effect of dilutive shares:
Weighted average number of shares outstanding - Diluted (in shares)	49,457,847	49,627,800		49,385,733
Restricted stock | Employee
Effect of dilutive shares:
Restricted stock awards to employees / directors (in shares)		5,172		0
Restricted stock | Director
Effect of dilutive shares:
Restricted stock awards to employees / directors (in shares)		54,893		0
[1]	Stock Appreciation Rights and Phantom Shares are payable in cash and will have no impact on number of shares outstanding

Income Taxes (Details)

Income Taxes (Details)	1 Months Ended	2 Months Ended	3 Months Ended	7 Months Ended	9 Months Ended
	Jul. 31, 2015	Sep. 30, 2015	Sep. 30, 2016	Jul. 31, 2015	Sep. 30, 2016
Income Tax [Line Items]
Statutory rate (as a percent)			35.00%		35.00%
Successor
Income Tax [Line Items]
Effective tax rate (as a percent)		24.70%	39.00%		37.90%
Predecessor
Income Tax [Line Items]
Effective tax rate (as a percent)	32.80%			(338.20%)

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Recurring - USD ($) $ in Thousands		9 Months Ended
		Sep. 30, 2016	Dec. 31, 2015
Financial instruments measured at fair value on a recurring basis
Warrant consideration	[1]	$ 4,680	$ 6,000
Total		196,503	178,320
Tax amortization benefit contingency
Financial instruments measured at fair value on a recurring basis
Contingent consideration	[2]	163,498	149,620
Deferred acquisition payment
Financial instruments measured at fair value on a recurring basis
Contingent consideration	[3]	28,325	22,700
Significant other observable inputs (Level 2)
Financial instruments measured at fair value on a recurring basis
Warrant consideration	[1]	4,680	6,000
Total		4,680	6,000
Significant unobservable inputs (Level 3)
Financial instruments measured at fair value on a recurring basis
Total		191,823	172,320
Significant unobservable inputs (Level 3) | Tax amortization benefit contingency
Financial instruments measured at fair value on a recurring basis
Contingent consideration	[2]	$ 163,498	149,620
Tax effect rate		37.00%
Significant unobservable inputs (Level 3) | Deferred acquisition payment
Financial instruments measured at fair value on a recurring basis
Contingent consideration	[3]	$ 28,325	$ 22,700
[1]	This liability relates 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 nine months ended September 30, 2016.
[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 Business EBITDA, as defined in the Purchase Agreement, over the two year period from January 1, 2016 to December 31, 2017. The valuation technique used did not change during the nine months ended September 30, 2016.

Fair Value Measurements (Deta57

Fair Value Measurements (Details 2) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
		Sep. 30, 2016	Sep. 30, 2016
Tax amortization benefit contingency
Financial instruments measured at Level 3 fair value on a recurring basis rollforward
Accretion		$ 4,000
Deferred acquisition payment
Financial instruments measured at Level 3 fair value on a recurring basis rollforward
Accretion		3,600
Contingent consideration
Financial instruments measured at Level 3 fair value on a recurring basis rollforward
Balance, beginning period			$ 172,320
Measurement period adjustment			223
Accretion	[1]		22,931
Mark to market adjustment(2)	[2]		(3,651)
Balance, ending period		191,823	191,823
Contingent consideration | Tax amortization benefit contingency
Financial instruments measured at Level 3 fair value on a recurring basis rollforward
Balance, beginning period			149,620
Measurement period adjustment			2,223
Accretion	[1]		12,206
Mark to market adjustment(2)	[2]		(551)
Balance, ending period		163,498	163,498
Contingent consideration | Deferred acquisition payment
Financial instruments measured at Level 3 fair value on a recurring basis rollforward
Balance, beginning period			22,700
Measurement period adjustment			(2,000)
Accretion	[1]		10,725
Mark to market adjustment(2)		0	(3,100)	[2]
Balance, ending period		$ 28,325	$ 28,325
[1]	Accretion expense for the three months ended September 30, 2016 was $4.0 million for the tax benefit contingency and $3.6 million
[2]	The mark to market adjustment for the three months ended September 30, 2016 was $0.6 million for the tax benefit contingency and $0.0 million for the deferred acquisition payment.