Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 05, 2017 | |
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 | Mar. 31, 2017 | |
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 | 50,280,826 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 84,858 | $ 77,312 |
Accounts receivable, net of allowance for doubtful accounts of $1,422 and $1,242, respectively | 55,167 | 63,675 |
Inventories | 16,156 | 15,467 |
Other current assets | 13,642 | 14,047 |
Total current assets | 169,823 | 170,501 |
Property and equipment, net | 7,748 | 8,048 |
Intangible assets, net | 766,868 | 776,584 |
Deferred income tax assets | 8,227 | 8,459 |
Other assets | 2,330 | 2,252 |
TOTAL ASSETS | 954,996 | 965,844 |
Current Liabilities: | ||
Accounts payable | 9,956 | 12,133 |
Current portion of long-term debt | 4,250 | 15,250 |
Income taxes payable | 3,121 | 3,121 |
Accrued expenses and other current liabilities | 67,281 | 66,366 |
Total current liabilities | 84,608 | 96,870 |
Long-term debt | 403,431 | 392,996 |
Other noncurrent liabilities | 145,455 | 140,833 |
Total liabilities | 633,494 | 630,699 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, par value $0.0001; 400,000,000 shares authorized, 50,942,207 and 50,698,587 shares issued and 50,280,826 and 50,037,206 shares outstanding at March 31, 2017 and December 31, 2016, respectively | 5 | 5 |
Preferred stock; par value $0.0001, 1 share authorized and outstanding at March 31, 2017 and December 31, 2016 | 0 | 0 |
Treasury stock; par value $0.0001, 661,381 shares at March 31, 2017 and December 31, 2016 | (3,885) | (3,885) |
Additional paid-in capital | 475,854 | 475,598 |
Accumulated deficit | (144,229) | (132,200) |
Accumulated other comprehensive loss | (6,243) | (4,373) |
Total stockholders' equity | 321,502 | 335,145 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 954,996 | $ 965,844 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Par value of common stock (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares outstanding (in shares) | 50,280,826 | 50,037,206 |
Common stock, shares issued (in shares) | 50,942,207 | 50,698,587 |
Treasury stock (in shares) | 661,381 | 661,381 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1 | 1 |
Preferred stock, shares outstanding (in shares) | 1 | 1 |
Allowance for Doubtful Accounts Receivable | $ 1,422 | $ 1,242 |
Treasury Stock | ||
Par value of common stock (in dollars per share) | $ 0.0001 | $ 0.0001 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Net sales | $ 32,730 | $ 28,411 |
Cost of sales (excluding amortization, shown separately below) | 5,839 | 23,820 |
Gross profit | 26,891 | 4,591 |
Research and development expenses | 3,297 | 4,429 |
Selling, general, and administrative expenses | 16,431 | 19,666 |
Amortization of intangibles | 10,445 | 9,899 |
Change in fair value of contingent consideration | 215 | (3,100) |
Operating loss | (3,497) | (26,303) |
Other income | 40 | 55 |
Gain on foreign currency exchange | 3,103 | 830 |
Interest expense, net | (10,293) | (15,008) |
Loss before income taxes | (10,647) | (40,426) |
Income tax provision (benefit) | 1,382 | (15,289) |
Net loss | $ (12,029) | $ (25,137) |
Loss per share: | ||
Basic (in dollars per share) | $ (0.24) | $ (0.51) |
Diluted (in dollars per share) | $ (0.24) | $ (0.51) |
Weighted average shares outstanding: | ||
Basic (in shares) | 49,661,469 | 49,718,153 |
Diluted (in shares) | 49,661,469 | 49,718,153 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (12,029) | $ (25,137) |
Other comprehensive loss: | ||
Foreign currency translation adjustments | (1,870) | (544) |
Comprehensive loss | $ (13,899) | $ (25,681) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Treasury Stock | Additional Paid-in-Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
Balances - beginning at Dec. 31, 2015 | $ 443,903 | $ 0 | $ 5 | $ (2,397) | $ 472,494 | $ (20,640) | $ (5,559) |
Balances - beginning (in shares) at Dec. 31, 2015 | 1 | 49,940,548 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Stock-based compensation | 1,071 | 1,071 | |||||
Issuance of stock, net of forfeitures (in shares) | 621,628 | ||||||
Repurchase of stock for treasury | (1,488) | (1,488) | 0 | ||||
Comprehensive loss | (25,681) | (25,137) | (544) | ||||
Balances - ending at Mar. 31, 2016 | 417,805 | $ 0 | $ 5 | (3,885) | 473,565 | (45,777) | (6,103) |
Balances- ending (in shares) at Mar. 31, 2016 | 1 | 50,562,176 | |||||
Balances - beginning at Dec. 31, 2016 | 335,145 | $ 0 | $ 5 | (3,885) | 475,598 | (132,200) | (4,373) |
Balances - beginning (in shares) at Dec. 31, 2016 | 1 | 50,698,587 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Stock-based compensation | 216 | 216 | |||||
Transfer of director compensation from liability to equity | 40 | ||||||
Issuance of stock, net of forfeitures (in shares) | 243,620 | ||||||
Comprehensive loss | (13,899) | (12,029) | (1,870) | ||||
Balances - ending at Mar. 31, 2017 | $ 321,502 | $ 0 | $ 5 | $ (3,885) | $ 475,854 | $ (144,229) | $ (6,243) |
Balances- ending (in shares) at Mar. 31, 2017 | 1 | 50,942,207 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (12,029) | $ (25,137) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 10,978 | 10,837 |
Provision for bad debts | 180 | 0 |
Stock-based compensation for equity classified awards | 216 | 1,071 |
Pension expense | 49 | 0 |
Amortization of inventory fair value adjustment | 0 | 18,505 |
Amortization of deferred financing costs | 579 | 557 |
Accretion of contingent consideration | 3,704 | 7,835 |
Increase (decrease) in fair value of contingent consideration | 215 | (3,100) |
Deferred income taxes | 232 | (13,845) |
Loss on sales of property | 81 | 6 |
Other | 43 | 981 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 9,148 | 8,704 |
Inventories | (637) | 1,845 |
Prepaid expenses and other current assets | 407 | (2,803) |
Accounts payable | (5,013) | 5,724 |
Accrued expenses and other liabilities | (716) | (2,124) |
Income taxes payable | (9) | 894 |
Other assets and liabilities | 1,408 | 0 |
Net cash provided by operating activities | 8,836 | 9,950 |
Cash flows from investing activities: | ||
Cash paid for property and equipment | (1,014) | (850) |
Proceeds from sale of property | 0 | 8 |
Other investments | (350) | 0 |
Net cash used in investing activities | (1,364) | (842) |
Cash flows from financing activities: | ||
Repayment of long term debt | (1,063) | (1,062) |
Repurchase of stock for treasury | 0 | (1,488) |
Net cash used in financing activities | (1,063) | (2,550) |
Effect of exchange rate changes on cash and cash equivalents | 1,137 | 632 |
Net increase in cash and cash equivalents | 7,546 | 7,190 |
Cash and cash equivalents, beginning of period | 77,312 | 57,765 |
Cash and cash equivalents, end of period | 84,858 | 64,955 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 6,085 | 6,204 |
Cash paid for income taxes | 679 | 1,691 |
Supplemental schedule of non-cash investing and financing activities: | ||
Accrued purchases of property and equipment | $ 578 | $ 0 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2017 | |
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 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 | 3 Months Ended |
Mar. 31, 2017 | |
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 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 condensed consolidated results of operations, financial condition and cash flows for the periods shown, including normal, recurring accruals and other items. The condensed consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year. For additional information, these condensed consolidated financial statements should be read in conjunction with the consolidated and combined financial statements and notes included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 2016 . As used in these notes to the consolidated 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 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-07, “ Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” ASU No. 2017-07 requires employers to separate the service cost component from other components of net periodic benefit costs and to disclose the amounts of net periodic benefit costs that are included in each income statement line item. The amendments of this ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently in the process of assessing the impact this guidance will have on the consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other, which simplifies the test for goodwill impairment. The guidance is effective for the Company beginning in the first quarter of fiscal year 2020. Early adoption is permitted for interim or annual goodwill impairments tests after January 1, 2017. This standard will impact future financial statements when adopted if the Company completes additional business combinations. The Company's goodwill balance at December 31, 2016 was zero. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , in an effort to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments of this ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of this guidance is not expected to have a material impact on the Company's financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments. ASU No. 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU No. 2016-15 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The Company is currently in the process of assessing the impact this guidance will have on the consolidated financial statements. Effective January 1, 2017, the Company adopted ASU No. 2016-09, Compensation-Stock Compensation (Topic 718) . ASU No. 2016-09 clarifies several aspects of accounting for share-based compensation including the accounting for excess tax benefits and deficiencies, accounting for forfeitures and the classification of excess tax benefits on the cash flow statement. Excess tax benefits, if any, were formerly recognized in additional paid-in capital and tax deficiencies, if any, were recognized as an offset to accumulated excess tax benefits. If the entity has no previous tax benefit, any deficiencies would have been recognized in the income statement as income tax expense. The changes require all excess tax benefits and tax deficiencies related to share-based payments be identified as income tax expense or benefit in the income statement. The Company did not have any excess tax benefits, resulting in $0 impact to the condensed consolidated financial statements. The other changes required by the ASU are not expected to have any impact on the Company's financial statements. In February 2015, the FASB issued ASU No. 2016-2, Leases . This update requires management to recognize lease assets and lease liabilities by lessees for all operating leases. ASU No. 2016-2 is effective for periods beginning after December 15, 2018 and interim periods therein on a modified retrospective basis. We are currently evaluating the impact this guidance will have on our financial statements. Effective January 1, 2017, the Company adopted ASU No. 2015-11, Simplifying the Measurement of Inventory . The update requires an entity to measure inventory at the lower of cost or net realizable value; subsequent measurement is unchanged for inventory measured using last-in, first-out (LIFO) or the retail inventory method. The Company has adopted this ASU in the first quarter of 2017, which did not have a material impact to the condensed consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which supersedes nearly all existing revenue recognition guidance. The core principle of ASU No. 2014-09 is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB deferred the effective date of the standard by one year which results in the new standard being effective for the Company at the beginning of its first quarter of fiscal year 2018. In addition, during March, April, May and December 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, respectively, which clarified the guidance on certain items such as reporting revenue as a principal versus agent, identifying performance obligations, accounting for intellectual property licenses, assessing collectability, presentation of sales taxes, impairment testing for contract costs and disclosure of performance obligations. The Company plans to adopt the new standard on January 1, 2018 and is still assessing the impact it will have on the financial statements. The new standard will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows from customer contracts, including judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The Company expects to use the modified retrospective method of adoption, reflecting the cumulative effect of initially applying the new standard to revenue recognition in the first quarter of 2018. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
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. In connection with the Transition Services Agreement, the Company paid Dow a $5.0 million set-up fee which is being amortized over the period during which the services are expected to be provided. The Company incurred expenses for such services for the three months ended March 31, 2017 and March 31, 2016 as follows: (amounts in thousands) Three Months Ended Three Months Ended Amortization of prepayment related to set-up of transition services $ 207 $ 778 Ongoing costs of transition services agreement 743 1,799 Rent expense 248 378 Amortization of prepayment related to Dow importation services — 132 Other expenses 95 237 Total incurred expenses $ 1,293 $ 3,324 As of March 31, 2017 and March 31, 2016 , the Company had an outstanding payable to Dow of $0.3 million and $1.5 million , respectively. In addition, during 2016, the Company made a minority investment in RipeLocker, LCC ("RipeLocker"), a company led by George Lobisser, a director of AgroFresh. On November 29, 2016, the Company entered into a Mutual Services Agreement (the “Services Agreement”) with George Lobisser and RipeLocker, LLC. Pursuant to the Services Agreement, (i) the Company may provide RipeLocker with technical support, in the form of access to the Company’s research and development personnel for a specified number of hours for purposes of providing advice and input relating to RipeLocker’s products and services, and (ii) Mr. Lobisser may provide consulting services to the Company as may be reasonably requested by the Company from time to time. Pursuant to the Services Agreement, Mr. Lobisser is entitled to receive a consulting fee of $5,000 per full day for time spent performing consulting services under this Agreement (pro-rated for any partial day), plus reimbursement for out-of-pocket expenses, provided that for each hour of technical support provided by the Company to RipeLocker, Mr. Lobisser will provide one-half hour of consulting services for no consideration. In February 2017, the Company and Mr. Lobisser agreed to substantially curtail any mutual consulting services to be provided under the Services Agreement, and that any further services would be provided at no charge. For the three months ended March 31, 2017 , there were no material amounts paid and as of March 31, 2017 , there were no material amounts owed to RipeLocker or Mr. Lobisser for consulting services. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories at March 31, 2017 and December 31, 2016 consisted of the following: (in thousands) March 31, December 31, 2016 Raw material $ 1,515 $ 1,649 Work-in-process 8,757 7,963 Finished goods 5,198 5,132 Supplies 686 723 Total inventories $ 16,156 $ 15,467 |
Other Current Assets
Other Current Assets | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Other Current Assets The Company's other current assets at March 31, 2017 and December 31, 2016 consisted of the following: (in thousands) March 31, 2017 December 31, 2016 VAT receivable $ 10,035 $ 9,306 Other 3,607 4,741 Total other current assets $ 13,642 $ 14,047 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment at March 31, 2017 and December 31, 2016 consisted of the following: (in thousands, except for useful life data) Useful life (years) March 31, December 31, Leasehold improvements 7-20 $ 1,465 $ 1,463 Machinery & equipment 1-12 6,509 6,066 Furniture 1-12 797 843 Construction in progress 354 781 9,125 9,153 Less: accumulated depreciation (1,377 ) (1,105 ) Total property and equipment, net $ 7,748 $ 8,048 Depreciation expense for the three months ended March 31, 2017 and March 31, 2016 was $0.3 million and $0.2 million , respectively. Depreciation expense is recorded in cost of sales, selling, general and administrative expense and research and development expense in the condensed consolidated statements of operations. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets The Company’s intangible assets at March 31, 2017 and December 31, 2016 consisted of the following: March 31, 2017 December 31, 2016 (in thousands) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Impairment Net Other intangible assets: Developed technology $ 757,000 $ (65,439 ) $ 691,561 $ 757,000 $ (55,623 ) $ — $ 701,377 In-process research and development 39,000 (1,264 ) 37,736 39,000 (722 ) — 38,278 Trade name 26,000 — 26,000 35,500 — (9,500 ) 26,000 Service provider network 2,000 — 2,000 2,000 — — 2,000 Customer relationships 8,000 (556 ) 7,444 8,000 (472 ) — 7,528 Software 885 (154 ) 731 660 (104 ) — 556 Software not yet placed in service 1,309 — 1,309 753 — — 753 Other 100 (13 ) 87 100 (8 ) — 92 Total intangible assets $ 834,294 $ (67,426 ) $ 766,868 $ 843,013 $ (56,929 ) $ (9,500 ) $ 776,584 At March 31, 2017 , the weighted-average amortization period remaining for the finite-lived intangible assets was 18.0 years. At March 31, 2017 , the weighted-average amortization periods remaining for developed technology, customer relationships, in-process R&D, software and other was 18.0 , 22.3 , 17.5 , 4.0 , and 5.3 years, respectively. Estimated annual amortization expense for finite-lived intangible assets, excluding amounts not placed in service, subsequent to March 31, 2017 is as follows: (in thousands) Amount 2017 (remaining) $ 31,488 2018 41,984 2019 41,979 2020 41,901 2021 41,814 Thereafter 538,393 Total $ 737,559 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued and Other Current Liabilities | Accrued and Other Current Liabilities The Company’s accrued and other current liabilities at March 31, 2017 and December 31, 2016 consisted of the following: (in thousands) March 31, December 31, 2016 Warrant consideration $ 1,560 $ 1,080 Tax amortization benefit contingency 17,535 17,535 Working capital settlement 17,000 17,000 Additional consideration due seller 9,263 9,263 Accrued compensation and benefits 6,588 6,352 Accrued rebates payable 3,964 4,701 Insurance premium financing payable 290 578 Severance 831 1,564 Accrued taxes 6,639 4,598 Other 3,611 3,695 Total accrued and other current liabilities $ 67,281 $ 66,366 Refer to Notes 17 and 18 regarding the contingent consideration owed to Dow as part of the Business Combination. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s debt, net of unamortized discounts and deferred financing fees, at March 31, 2017 and December 31, 2016 consisted of the following: (in thousands) March 31, December 31, Total Term Loan outstanding $ 407,681 $ 408,246 Less: Amounts due within one year 4,250 15,250 Total long-term debt due after one year $ 403,431 $ 392,996 At March 31, 2017 , the Company evaluated the amount recorded under the Term Loan (defined below) and determined that the fair value was approximately $415.0 million . The fair value of the debt is based on quoted inactive market prices and is 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 March 31, 2017 there were $9.9 million of unamortized deferred issuance costs. Scheduled principal repayments under the Term Loan subsequent to March 31, 2017 are as follows: (in thousands) Amount 2017 (remaining) $ 3,188 2018 4,250 2019 4,250 2020 4,250 2021 401,625 Thereafter — Total $ 417,563 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 March 31, 2017 , 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). At March 31, 2017 , the effective interest rate was 6.38% . 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. Certain restrictive covenants are contained in the Credit Facility, which the Company was in compliance with as of March 31, 2017. The Credit Facility imposes an overall cap on the total amount of dividends the Company can pay, together with the total amount of shares and warrants the Company can repurchase, of $12 million per fiscal year, and imposes certain other conditions on the Company’s ability to pay dividends. Beginning with the year ended December 31, 2016, the Company is required to prepay Term Loan Borrowings and Incremental Term Loan Borrowings in an aggregate amount equal to 50% of the Excess Cash Flow for the fiscal year; provided that such amount of the Excess Cash Flow in any fiscal year shall be reduced by (i) the aggregate amount of prepayments of Term Loans and Incremental Term Loans made, (ii) to the extent accompanied by permanent reductions of Revolving Commitments, the aggregate amount of prepayments of Revolving Loans (other than prepayments financed with the proceeds of Indebtedness), (iii) repaid borrowings of Revolving Loans made on the Effective Date to account for any additional original issue discount or upfront fees that are implemented pursuant to the Fee Letter and (iv) the aggregate amount of cash dividends paid by the Company or Holdings to Holdings or Boulevard for the payment of the Seller Earnout; provided further that, prepayments of Term Loan Borrowings and Incremental Term Loan Borrowings shall only be required if 50% of the Excess Cash Flow for such fiscal year exceeds $5 million . The amount due under this provision for the year ended December 31, 2016 was originally estimated to be $11.0 million , but it was subsequently determined that no amount was payable for such year. There are no amounts due under this provision as of March 31, 2017 . At March 31, 2017 , there was $417.6 million outstanding under the Term Loan and no balance outstanding under the Revolving Loan. In July 2015, 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 interest expense related to the amortization of the debt issuance costs during the three months ended March 31, 2017 was approximately $0.6 million . |
Other Noncurrent Liabilities
Other Noncurrent Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Liabilities, Other than Long-term Debt, Noncurrent [Abstract] | |
Other Noncurrent Liabilities | Other Noncurrent Liabilities The Company’s other noncurrent liabilities at March 31, 2017 and December 31, 2016 consisted of the following: (in thousands) March 31, December 31, 2016 Tax amortization benefit contingency $ 136,788 $ 132,724 Deferred payment 1,874 2,498 Other 6,793 5,611 Total other noncurrent liabilities $ 145,455 $ 140,833 |
Severance
Severance | 3 Months Ended |
Mar. 31, 2017 | |
Compensation Related Costs [Abstract] | |
Severance | Severance The Company expensed $0.0 million and $1.8 million for severance in the three months ended March 31, 2017 and March 31, 2016 , respectively. This amount, which does not include stock compensation expense, was recorded in selling, general and administrative expense in the condensed consolidated statement of operations. As of March 31, 2017 , the Company had $1.1 million of severance liability, of which $0.8 million will be paid out over the next year. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity The authorized common stock of the Company consists of 400,000,000 shares with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share of common stock. As of March 31, 2017 , there were 50,280,826 shares of common stock outstanding. As of March 31, 2017 , 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 were issued as part of the units sold in the Company's initial public offering in February 2014 ( 1,201,928 warrants were subsequently repurchased during 2015) 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 | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | Stock-based Compensation Stock compensation expense for both equity-classified and liability-classified awards for the three months ended March 31, 2017 and March 31, 2016 was $0.3 million and $1.2 million , respectively. Stock compensation expense is recognized in cost of goods sold, selling, general and administrative expenses, and research and development expenses. At March 31, 2017 , there was $5.4 million of unrecognized compensation cost relating to outstanding unvested equity instruments expected to be recognized over the weighted average period of 1.8 years. On March 31, 2017, the Company granted the following share-based awards to members of management employed in the United States. These awards will be settled in shares of the Company's common stock and are equity-classified. The grant date fair value of these awards will be recognized on a straight-line basis over the vesting period. The performance-based restricted stock units each have a performance period that ends on December 31, 2019 and the other awards vest ratably on the first, second, and third anniversaries of the grant date. Performance-based restricted stock units 265,950 Time-based restricted stock 207,000 Options 181,800 Total 654,750 On March 31, 2017, the Company also granted the following share-based awards to members of management employed in countries outside of the United States. These awards will be settled in cash and are liability-classified. Therefore, the fair value of these liability-classified awards will be remeasured on each balance sheet date. The performance-based phantom shares each have a performance period that ends on December 31, 2019 and the other awards vest ratably on the first, second, and third anniversaries of the grant date. Performance-based phantom shares 39,150 Service-based phantom shares 50,850 Stock appreciation rights 9,350 Total 99,350 The performance-based restricted stock units and phantom shares were valued with a Monte Carlo simulation model using the assumptions in the table below. Based on these assumptions, the grant date fair value of the performance-based restricted stock units and phantom shares was estimated to be $4.33 per share. Volatility 81.6% Risk-free interest rate 1.49% Dividend yield 0.00% Grant date stock price $4.37 Performance period 3 years The stock options and stock appreciation rights were valued with a Black-Scholes option pricing model using the assumptions in the table below. Since the Company has limited historical volatility information available, the expected volatility was based on actual volatility for comparable public companies projected over the expected term of the Options and the actual volatility for the Company since the Business Combination. The risk-free interest rate was based on the U.S. Treasury yield curve at the time of the grant over the expected term of the Options. The expected life was estimated using the simplified method. Based on these assumptions, the grant-date fair value of the stock options and stock appreciation rights was estimated to be $2.39 . Volatility 57.10% Risk-free interest rate 2.08% Dividend yield 0.00% Grant date stock price $4.37 Expected term 6 years The fair value of the time-based restricted stock and the service-based phantom shares is equal to the closing price of the Company’s common stock on the grant date of the awards. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2017 | |
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 represents amounts that could potentially dilute basic EPS in the future: March 31, 2017 March 31, 2016 Stock-based compensation awards (1) : Stock options 926,898 584,375 Restricted stock to non-directors 797,401 343,753 Restricted stock to directors 78,754 21,784 Warrants: Private placement warrants 6,160,000 6,160,000 Public warrants 9,823,072 9,823,072 ——————————————————————————————— (1) SARs and Phantom Shares are payable in cash and will, therefore, have no impact on number of shares. 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. Given that the Company recorded a net loss for the three months ended March 31, 2017 , there is no difference between basic and diluted net loss per share since the effect of the items identified above would be anti-dilutive and are, therefore, excluded from the diluted net loss per share calculation. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rate for the three months ended March 31, 2017 was (13.0)% , compared to the effective tax rate of 37.8% for the three months ended March 31, 2016 . The effective tax rate for the three months ended March 31, 2017 and March 31, 2016 differs from the US statutory tax rate of 35% due to the valuation allowance related to deferred tax assets in the U.S. Beginning in December 2016, the Company is not recording any tax benefits on its U.S. pre-tax losses. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
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 | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 : (in thousands) Level 1 Level 2 Level 3 Total Warrant consideration (1) $ — $ 1,560 $ — $ 1,560 Tax amortization benefit contingency (2) — — 154,323 154,323 Deferred acquisition payment (3) — — 1,874 1,874 Stock appreciation rights (4) — — 71 71 Phantom shares (5) — — 10 10 Total $ — $ 1,560 $ 156,278 $ 157,838 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, 2016 : (in thousands) Level 1 Level 2 Level 3 Total Warrant consideration (1) $ — $ 1,080 $ — $ 1,080 Tax amortization benefit contingency (2) — — 150,260 150,260 Deferred acquisition payment (3) — — 2,498 2,498 Stock appreciation rights (4) — — 22 22 Phantom shares (5) — — 4 4 Total $ — $ 1,080 $ 152,784 $ 153,864 ——————————————————————————————— (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 three months ended March 31, 2017 . (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 (as defined in Note 18), over the two year period from January 1, 2016 to December 31, 2017. The valuation technique used did not change during the three months ended March 31, 2017 . (4) The fair value of the stock appreciation rights were measured using a Black Scholes pricing model during the three months ended March 31, 2017 . The valuation technique used did not change during the three months ended March 31, 2017 . (5) The fair value of phantom shares are based on the fair value of the Company's common stock. The valuation technique used did not change during the three months ended March 31, 2017 . There were no transfers between Level 1 and Level 2 and no transfers out of Level 3 of the fair value hierarchy during the three months ended March 31, 2017 . At March 31, 2017 , the Company evaluated the amount recorded under the Term Loan and determined that the fair value was approximately $415.0 million . The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value. Changes in Financial Instruments Measured at Level 3 Fair Value on a Recurring Basis The following table presents the changes during the period presented in our Level 3 financial instruments that are measured at fair value on a recurring basis. These instruments relate to contingent consideration payable to Dow in connection to the Business Combination. (in thousands) Tax amortization benefit contingency Deferred acquisition payment Stock appreciation rights Phantom shares Total Balance, December 31, 2016 $ 150,260 $ 2,498 $ 22 $ 4 $ 152,784 Accretion 3,704 — — — 3,704 Mark to market adjustment 359 (624 ) 49 6 (210 ) Balance, March 31, 2017 $ 154,323 $ 1,874 $ 71 $ 10 $ 156,278 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 4, 2017, the Company entered into an agreement (the “Amendment Agreement”) with Dow, Rohm and Haas Company (“R&H”), Boulevard Acquisition Sponsor, LLC (the “Sponsor”), AgroFresh Inc., a wholly-owned subsidiary of the Company, Avenue Capital Management II, L.P. (“Avenue”) and, solely as to certain sections of the Amendment Agreement, Joel Citron, Darren Thompson and Robert J. Campbell (collectively, the “Founding Holders”), Marc Lasry and Stephen Trevor. Pursuant to the Amendment Agreement and certain related agreements entered into on the same date (as described below), among other things, the Company and Dow agreed to modify certain obligations of the Company pursuant to (i) the Stock Purchase Agreement, dated April 30, 2015 (the “Purchase Agreement”), between the Company and Dow, and (ii) the Tax Receivables Agreement, dated July 31, 2015 (the “Tax Receivables Agreement”), among the Company, Dow, R&H and AgroFresh Inc., and (iii) the Warrant Purchase Agreement, dated July 31, 2015 (the “Warrant Purchase Agreement”), among the Company, Dow, R&H and the Sponsor. Each of Mr. Campbell, Mr. Lasry and Mr. Trevor is a member of the Company’s board of directors, and each of Dow and the Sponsor is a significant stockholder of the Company. Amendment Agreement $20.0 million , of which $10.0 million was paid on April 4, 2017 and the remaining $10.0 million is payable on or before January 31, 2018 , in full satisfaction of the Company’s obligations with respect to (i) the working capital adjustment under the Purchase Agreement which as of March 31, 2017 was approximately $17.0 million , (ii) certain transfer and value added tax reimbursement obligations under the Purchase Agreement, which as of March 31, 2017 was approximately $9.3 million , and (iii) the amount payable to Dow pursuant to the Tax Receivables Agreement on account of the 2015 tax year, which as of March 31, 2017 was approximately $12.0 million , which includes accrued interest. Also pursuant to the Amendment Agreement, each of Avenue and Dow agreed to make available to the Company a credit facility, providing for loans of up to $50.0 million each, for use to complete one or more potential acquisitions prior to December 31, 2019, in each case subject to approval by both Avenue and Dow. First Amendment to Tax Receivables Agreement The Company, Dow, R&H and AgroFresh Inc. entered into a First Amendment to the Tax Receivables Agreement (the “TRA Amendment”). The TRA Amendment reduces, from 85% to 50% , the percentage that the Company is required to pay annually to Dow pursuant to the Tax Receivables Agreement 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 assets resulting from a Section 338(h)(10) election that the Company and Dow made in connection with the transactions contemplated by the Purchase Agreement. Stock Buyback Agreement The Company and Dow entered into a letter agreement (the “Stock Buyback Agreement”), pursuant to which Dow agreed to use its reasonable best efforts to purchase up to 5,070,358 shares of the Company’s common stock in the open market (representing approximately 10% of the total number of shares of the Company’s common stock then outstanding). Such purchases would be effected by means of one or more plans or programs over a period of up to 18 months. Termination of Warrant Purchase Agreement The Company, Dow, R&H and the Sponsor entered into a letter agreement, pursuant to which the Warrant Purchase Agreement was terminated effective immediately. As a result of the Amendment Agreement, the TRA Amendment and the termination of the Warrant Purchase Agreement, the Company will reduce the related liabilities during the second quarter of 2017. |
Basis of Presentation and Sum26
Basis of Presentation and Summary of Significant Accounting Policies (Policy) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated 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 condensed consolidated results of operations, financial condition and cash flows for the periods shown, including normal, recurring accruals and other items. The condensed consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year. For additional information, these condensed consolidated financial statements should be read in conjunction with the consolidated and combined financial statements and notes included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 2016 . As used in these notes to the consolidated 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 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-07, “ Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” ASU No. 2017-07 requires employers to separate the service cost component from other components of net periodic benefit costs and to disclose the amounts of net periodic benefit costs that are included in each income statement line item. The amendments of this ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently in the process of assessing the impact this guidance will have on the consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other, which simplifies the test for goodwill impairment. The guidance is effective for the Company beginning in the first quarter of fiscal year 2020. Early adoption is permitted for interim or annual goodwill impairments tests after January 1, 2017. This standard will impact future financial statements when adopted if the Company completes additional business combinations. The Company's goodwill balance at December 31, 2016 was zero. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , in an effort to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments of this ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of this guidance is not expected to have a material impact on the Company's financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments. ASU No. 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU No. 2016-15 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The Company is currently in the process of assessing the impact this guidance will have on the consolidated financial statements. Effective January 1, 2017, the Company adopted ASU No. 2016-09, Compensation-Stock Compensation (Topic 718) . ASU No. 2016-09 clarifies several aspects of accounting for share-based compensation including the accounting for excess tax benefits and deficiencies, accounting for forfeitures and the classification of excess tax benefits on the cash flow statement. Excess tax benefits, if any, were formerly recognized in additional paid-in capital and tax deficiencies, if any, were recognized as an offset to accumulated excess tax benefits. If the entity has no previous tax benefit, any deficiencies would have been recognized in the income statement as income tax expense. The changes require all excess tax benefits and tax deficiencies related to share-based payments be identified as income tax expense or benefit in the income statement. The Company did not have any excess tax benefits, resulting in $0 impact to the condensed consolidated financial statements. The other changes required by the ASU are not expected to have any impact on the Company's financial statements. In February 2015, the FASB issued ASU No. 2016-2, Leases . This update requires management to recognize lease assets and lease liabilities by lessees for all operating leases. ASU No. 2016-2 is effective for periods beginning after December 15, 2018 and interim periods therein on a modified retrospective basis. We are currently evaluating the impact this guidance will have on our financial statements. Effective January 1, 2017, the Company adopted ASU No. 2015-11, Simplifying the Measurement of Inventory . The update requires an entity to measure inventory at the lower of cost or net realizable value; subsequent measurement is unchanged for inventory measured using last-in, first-out (LIFO) or the retail inventory method. The Company has adopted this ASU in the first quarter of 2017, which did not have a material impact to the condensed consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which supersedes nearly all existing revenue recognition guidance. The core principle of ASU No. 2014-09 is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In July 2015, the FASB deferred the effective date of the standard by one year which results in the new standard being effective for the Company at the beginning of its first quarter of fiscal year 2018. In addition, during March, April, May and December 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, respectively, which clarified the guidance on certain items such as reporting revenue as a principal versus agent, identifying performance obligations, accounting for intellectual property licenses, assessing collectability, presentation of sales taxes, impairment testing for contract costs and disclosure of performance obligations. The Company plans to adopt the new standard on January 1, 2018 and is still assessing the impact it will have on the financial statements. The new standard will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows from customer contracts, including judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The Company expects to use the modified retrospective method of adoption, reflecting the cumulative effect of initially applying the new standard to revenue recognition in the first quarter of 2018. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of incurred expenses for services | The Company incurred expenses for such services for the three months ended March 31, 2017 and March 31, 2016 as follows: (amounts in thousands) Three Months Ended Three Months Ended Amortization of prepayment related to set-up of transition services $ 207 $ 778 Ongoing costs of transition services agreement 743 1,799 Rent expense 248 378 Amortization of prepayment related to Dow importation services — 132 Other expenses 95 237 Total incurred expenses $ 1,293 $ 3,324 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories at March 31, 2017 and December 31, 2016 consisted of the following: (in thousands) March 31, December 31, 2016 Raw material $ 1,515 $ 1,649 Work-in-process 8,757 7,963 Finished goods 5,198 5,132 Supplies 686 723 Total inventories $ 16,156 $ 15,467 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule Of Other Current Assets | The Company's other current assets at March 31, 2017 and December 31, 2016 consisted of the following: (in thousands) March 31, 2017 December 31, 2016 VAT receivable $ 10,035 $ 9,306 Other 3,607 4,741 Total other current assets $ 13,642 $ 14,047 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and equipment at March 31, 2017 and December 31, 2016 consisted of the following: (in thousands, except for useful life data) Useful life (years) March 31, December 31, Leasehold improvements 7-20 $ 1,465 $ 1,463 Machinery & equipment 1-12 6,509 6,066 Furniture 1-12 797 843 Construction in progress 354 781 9,125 9,153 Less: accumulated depreciation (1,377 ) (1,105 ) Total property and equipment, net $ 7,748 $ 8,048 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of other finite-lived intangible assets | The Company’s intangible assets at March 31, 2017 and December 31, 2016 consisted of the following: March 31, 2017 December 31, 2016 (in thousands) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Impairment Net Other intangible assets: Developed technology $ 757,000 $ (65,439 ) $ 691,561 $ 757,000 $ (55,623 ) $ — $ 701,377 In-process research and development 39,000 (1,264 ) 37,736 39,000 (722 ) — 38,278 Trade name 26,000 — 26,000 35,500 — (9,500 ) 26,000 Service provider network 2,000 — 2,000 2,000 — — 2,000 Customer relationships 8,000 (556 ) 7,444 8,000 (472 ) — 7,528 Software 885 (154 ) 731 660 (104 ) — 556 Software not yet placed in service 1,309 — 1,309 753 — — 753 Other 100 (13 ) 87 100 (8 ) — 92 Total intangible assets $ 834,294 $ (67,426 ) $ 766,868 $ 843,013 $ (56,929 ) $ (9,500 ) $ 776,584 |
Schedule of other indefinite-lived intangible assets | The Company’s intangible assets at March 31, 2017 and December 31, 2016 consisted of the following: March 31, 2017 December 31, 2016 (in thousands) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Impairment Net Other intangible assets: Developed technology $ 757,000 $ (65,439 ) $ 691,561 $ 757,000 $ (55,623 ) $ — $ 701,377 In-process research and development 39,000 (1,264 ) 37,736 39,000 (722 ) — 38,278 Trade name 26,000 — 26,000 35,500 — (9,500 ) 26,000 Service provider network 2,000 — 2,000 2,000 — — 2,000 Customer relationships 8,000 (556 ) 7,444 8,000 (472 ) — 7,528 Software 885 (154 ) 731 660 (104 ) — 556 Software not yet placed in service 1,309 — 1,309 753 — — 753 Other 100 (13 ) 87 100 (8 ) — 92 Total intangible assets $ 834,294 $ (67,426 ) $ 766,868 $ 843,013 $ (56,929 ) $ (9,500 ) $ 776,584 |
Estimated annual amortization expense for finite-lived intangible assets | Estimated annual amortization expense for finite-lived intangible assets, excluding amounts not placed in service, subsequent to March 31, 2017 is as follows: (in thousands) Amount 2017 (remaining) $ 31,488 2018 41,984 2019 41,979 2020 41,901 2021 41,814 Thereafter 538,393 Total $ 737,559 |
Accrued and Other Current Lia32
Accrued and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued and other current liabilities | The Company’s accrued and other current liabilities at March 31, 2017 and December 31, 2016 consisted of the following: (in thousands) March 31, December 31, 2016 Warrant consideration $ 1,560 $ 1,080 Tax amortization benefit contingency 17,535 17,535 Working capital settlement 17,000 17,000 Additional consideration due seller 9,263 9,263 Accrued compensation and benefits 6,588 6,352 Accrued rebates payable 3,964 4,701 Insurance premium financing payable 290 578 Severance 831 1,564 Accrued taxes 6,639 4,598 Other 3,611 3,695 Total accrued and other current liabilities $ 67,281 $ 66,366 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of debt, net of unamortized disount and deferred financing fees | The Company’s debt, net of unamortized discounts and deferred financing fees, at March 31, 2017 and December 31, 2016 consisted of the following: (in thousands) March 31, December 31, Total Term Loan outstanding $ 407,681 $ 408,246 Less: Amounts due within one year 4,250 15,250 Total long-term debt due after one year $ 403,431 $ 392,996 |
Schedule of principal repayments under the Term Loan | Scheduled principal repayments under the Term Loan subsequent to March 31, 2017 are as follows: (in thousands) Amount 2017 (remaining) $ 3,188 2018 4,250 2019 4,250 2020 4,250 2021 401,625 Thereafter — Total $ 417,563 |
Other Noncurrent Liabilities (T
Other Noncurrent Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Liabilities, Other than Long-term Debt, Noncurrent [Abstract] | |
Other noncurrent liabilities | The Company’s other noncurrent liabilities at March 31, 2017 and December 31, 2016 consisted of the following: (in thousands) March 31, December 31, 2016 Tax amortization benefit contingency $ 136,788 $ 132,724 Deferred payment 1,874 2,498 Other 6,793 5,611 Total other noncurrent liabilities $ 145,455 $ 140,833 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Activity | Performance-based restricted stock units 265,950 Time-based restricted stock 207,000 Options 181,800 Total 654,750 Performance-based phantom shares 39,150 Service-based phantom shares 50,850 Stock appreciation rights 9,350 Total 99,350 |
Fair Value Measurements, Valuation Techniques | Volatility 81.6% Risk-free interest rate 1.49% Dividend yield 0.00% Grant date stock price $4.37 Performance period 3 years Volatility 57.10% Risk-free interest rate 2.08% Dividend yield 0.00% Grant date stock price $4.37 Expected term 6 years |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Amounts that could potentially dilute basic earnings per share | The following table represents amounts that could potentially dilute basic EPS in the future: March 31, 2017 March 31, 2016 Stock-based compensation awards (1) : Stock options 926,898 584,375 Restricted stock to non-directors 797,401 343,753 Restricted stock to directors 78,754 21,784 Warrants: Private placement warrants 6,160,000 6,160,000 Public warrants 9,823,072 9,823,072 ——————————————————————————————— (1) SARs and Phantom Shares are payable in cash and will, therefore, have no impact on number of shares. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 : (in thousands) Level 1 Level 2 Level 3 Total Warrant consideration (1) $ — $ 1,560 $ — $ 1,560 Tax amortization benefit contingency (2) — — 154,323 154,323 Deferred acquisition payment (3) — — 1,874 1,874 Stock appreciation rights (4) — — 71 71 Phantom shares (5) — — 10 10 Total $ — $ 1,560 $ 156,278 $ 157,838 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, 2016 : (in thousands) Level 1 Level 2 Level 3 Total Warrant consideration (1) $ — $ 1,080 $ — $ 1,080 Tax amortization benefit contingency (2) — — 150,260 150,260 Deferred acquisition payment (3) — — 2,498 2,498 Stock appreciation rights (4) — — 22 22 Phantom shares (5) — — 4 4 Total $ — $ 1,080 $ 152,784 $ 153,864 ——————————————————————————————— (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 three months ended March 31, 2017 . (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 (as defined in Note 18), over the two year period from January 1, 2016 to December 31, 2017. The valuation technique used did not change during the three months ended March 31, 2017 |
Changes in financial instruments measured at level 3 fair value on a recurring basis | The following table presents the changes during the period presented in our Level 3 financial instruments that are measured at fair value on a recurring basis. These instruments relate to contingent consideration payable to Dow in connection to the Business Combination. (in thousands) Tax amortization benefit contingency Deferred acquisition payment Stock appreciation rights Phantom shares Total Balance, December 31, 2016 $ 150,260 $ 2,498 $ 22 $ 4 $ 152,784 Accretion 3,704 — — — 3,704 Mark to market adjustment 359 (624 ) 49 6 (210 ) Balance, March 31, 2017 $ 154,323 $ 1,874 $ 71 $ 10 $ 156,278 |
Description of Business (Detail
Description of Business (Details) | Mar. 31, 2017country |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating countries (over 40) | 40 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Nov. 29, 2016USD ($) | |
Dow | |||
Related party transactions | |||
Payment amount for services | $ 1,293 | $ 3,324 | |
Dow | Amortization of prepayment related to set-up of transition services | |||
Related party transactions | |||
Payment amount for services | 207 | 778 | |
Dow | Ongoing costs of the transition services agreement / Rent and Other | |||
Related party transactions | |||
Payment amount for services | 743 | 1,799 | |
Dow | Amortization of prepayment related to Dow importation services | |||
Related party transactions | |||
Payment amount for services | 0 | 132 | |
Dow | Rent | Ongoing costs of the transition services agreement / Rent and Other | |||
Related party transactions | |||
Payment amount for services | 248 | 378 | |
Dow | Other Expense | Ongoing costs of the transition services agreement / Rent and Other | |||
Related party transactions | |||
Payment amount for services | 95 | 237 | |
Director | Mutal services agreement | |||
Related party transactions | |||
Outstanding payable | 0 | ||
Consulting fee, daily | $ 5 | ||
Consulting hours provided for each hour of technical support given, ratio | 0.5 | ||
Dow Chemical Company | Transition service agreement, set-up fee | |||
Related party transactions | |||
Payment amount for services | 5,000 | ||
Dow Chemical Company | Dow | |||
Related party transactions | |||
Outstanding payable | $ (300) | $ (1,500) |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |||
Raw material | $ 1,515 | $ 1,649 | |
Work-in-process | 8,757 | 7,963 | |
Finished goods | [1] | 5,198 | 5,132 |
Supplies | 686 | 723 | |
Total inventories | $ 16,156 | $ 15,467 | |
[1] | {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOjk2Yjk5MmJkZGVhZjQyM2NhNTNjODA4N2Q1NWJhZTdjfFRleHRTZWxlY3Rpb246RTE2RkE4QTlDNjg0NUJDMUE2NUVCN0VGOEVDQkM4MkUM} |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
VAT receivable | $ 10,035 | $ 9,306 |
Other | 3,607 | 4,741 |
Total other current assets | $ 13,642 | $ 14,047 |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 9,125 | $ 9,153 | |
Less: accumulated depreciation | (1,377) | (1,105) | |
Property and equipment, net | 7,748 | 8,048 | |
Depreciation expense | 300 | $ 200 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 1,465 | $ 1,463 | |
Leasehold improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life (in years) | 7 years | 7 years | |
Leasehold improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life (in years) | 20 years | 20 years | |
Machinery & equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 6,509 | $ 6,066 | |
Machinery & equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life (in years) | 1 year | 1 year | |
Machinery & equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life (in years) | 12 years | 12 years | |
Furniture | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 797 | $ 843 | |
Furniture | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life (in years) | 1 year | 1 year | |
Furniture | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Useful life (in years) | 12 years | 12 years | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 354 | $ 781 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Other intangible assets: | ||
Intangible assets, impairments | $ (9,500) | |
Total intangible assets | $ 834,294 | 843,013 |
Accumulated Amortization | (67,426) | (56,929) |
Net, finite-lived intangible assets | 737,559 | |
Total intangible assets, net | $ 766,868 | 776,584 |
Weighted average | ||
Other intangible assets: | ||
Useful life | 18 years | |
Trade name | ||
Other intangible assets: | ||
Gross carrying amount, indefinite-lived | $ 26,000 | 35,500 |
Intangible assets, impairments | (9,500) | |
Indefinite-Lived Intangible Assets, Net (Excluding Goodwill) | 26,000 | |
Service provider network | ||
Other intangible assets: | ||
Gross carrying amount, indefinite-lived | 2,000 | 2,000 |
Software not yet placed in service | ||
Other intangible assets: | ||
Gross carrying amount, indefinite-lived | 1,309 | 753 |
Developed technology | ||
Other intangible assets: | ||
Gross carrying amount, finite-lived | 757,000 | 757,000 |
Accumulated Amortization | (65,439) | (55,623) |
Net, finite-lived intangible assets | $ 691,561 | 701,377 |
Developed technology | Weighted average | ||
Other intangible assets: | ||
Useful life | 18 years | |
In-process research and development | ||
Other intangible assets: | ||
Gross carrying amount, finite-lived | $ 39,000 | 39,000 |
Accumulated Amortization | (1,264) | (722) |
Net, finite-lived intangible assets | $ 37,736 | 38,278 |
In-process research and development | Weighted average | ||
Other intangible assets: | ||
Useful life | 17 years 6 months | |
Customer relationships | ||
Other intangible assets: | ||
Gross carrying amount, finite-lived | $ 8,000 | 8,000 |
Accumulated Amortization | (556) | (472) |
Net, finite-lived intangible assets | $ 7,444 | 7,528 |
Customer relationships | Weighted average | ||
Other intangible assets: | ||
Useful life | 22 years 3 months 18 days | |
Software | ||
Other intangible assets: | ||
Gross carrying amount, finite-lived | $ 885 | 660 |
Accumulated Amortization | (154) | (104) |
Net, finite-lived intangible assets | $ 731 | 556 |
Software | Weighted average | ||
Other intangible assets: | ||
Useful life | 4 years | |
Other | ||
Other intangible assets: | ||
Gross carrying amount, finite-lived | $ 100 | 100 |
Accumulated Amortization | (13) | (8) |
Net, finite-lived intangible assets | $ 87 | $ 92 |
Other | Weighted average | ||
Other intangible assets: | ||
Useful life | 5 years 3 months 18 days |
Intangible Assets - Future Amor
Intangible Assets - Future Amortization (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Estimated annual amortization expense | |
2017 (remaining) | $ 31,488 |
2,018 | 41,984 |
2,019 | 41,979 |
2,020 | 41,901 |
2,021 | 41,814 |
Thereafter | 538,393 |
Net, finite-lived intangible assets | $ 737,559 |
Accrued and Other Current Lia45
Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Warrant consideration | $ 1,560 | $ 1,080 |
Tax amortization benefit contingency | 17,535 | 17,535 |
Working capital settlement | 17,000 | 17,000 |
Additional consideration due seller | 9,263 | 9,263 |
Accrued compensation and benefits | 6,588 | 6,352 |
Accrued rebates payable | 3,964 | 4,701 |
Insurance premium financing payable | 290 | 578 |
Severance | 831 | 1,564 |
Accrued taxes | 6,639 | 4,598 |
Other | 3,611 | 3,695 |
Accrued and other current liabilities | $ 67,281 | $ 66,366 |
Debt (Details)
Debt (Details) - USD ($) | Jul. 31, 2015 | Mar. 31, 2017 | Dec. 31, 2016 | Nov. 18, 2015 |
Credit facility | ||||
Less: Amounts due within one year | $ 4,250,000 | $ 15,250,000 | ||
Total long-term debt due after one year | 403,431,000 | $ 392,996,000 | ||
Excess cash flows, repayment of debt, percentage | 50.00% | |||
Excess cash flows threshold for dividends | $ 5,000,000 | |||
Long term debt, gross | 417,563,000 | |||
Accretion of debt financing costs included in interest expense | 600,000 | |||
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 | 407,681,000 | 408,246,000 | ||
Less: Amounts due within one year | 4,250,000 | 15,250,000 | ||
Total long-term debt due after one year | 403,431,000 | 392,996,000 | ||
Deferred issuance costs, net | 9,900,000 | |||
Face amount | $ 425,000,000 | |||
Amortization per year (as a percent) | 1.00% | |||
Long term debt, gross | 417,600,000 | |||
Revolving loan | ||||
Credit facility | ||||
Maximum borrowing available | $ 25,000,000 | |||
Long term debt, gross | 0 | |||
Letter-of-credit sub-facility | ||||
Credit facility | ||||
Maximum borrowing available | 10,000,000 | 900,000 | ||
Letters of credit, amount outstanding | $ 0 | |||
Effective interest rate percentage | 6.38% | |||
Successor | Credit Facility | ||||
Credit facility | ||||
Cap on dividends paid and shares and warrants that can be repurchased per fiscal year under restrictive covenants | $ 12,000,000 | |||
Successor | Term loan | ||||
Credit facility | ||||
Debt issuance costs incurred | 12,900,000 | |||
Successor | Revolving loan | ||||
Credit facility | ||||
Debt issuance costs incurred | $ 1,300,000 | |||
Level 2 | Term loan | ||||
Credit facility | ||||
Fair value of debt | $ 415,000,000 | |||
Prepayment due to Excess Cash Flow provision | Term loan | ||||
Credit facility | ||||
Repayments of principal in next 12 months | $ 0 | $ 11,000,000 |
Debt - Principal Repayments (De
Debt - Principal Repayments (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Schedule of principal repayments under the Term Loan | |
2017 (remaining) | $ 3,188 |
2,018 | 4,250 |
2,019 | 4,250 |
2,020 | 4,250 |
2,021 | 401,625 |
Thereafter | 0 |
Total | $ 417,563 |
Other Noncurrent Liabilities (D
Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Other Non-Current Liabilities [Line Items] | ||
Other | $ 6,793 | $ 5,611 |
Total other noncurrent liabilities | 145,455 | 140,833 |
Tax amortization benefit contingency | ||
Other Non-Current Liabilities [Line Items] | ||
Tax amortization benefit contingency | 136,788 | 132,724 |
Deferred payment | ||
Other Non-Current Liabilities [Line Items] | ||
Deferred payment | $ 1,874 | $ 2,498 |
Severance (Details)
Severance (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Compensation Related Costs [Abstract] | |||
Severance expense | $ 0 | $ 1,800 | |
Severance liability | 1,100 | ||
Severance liability, current | $ 831 | $ 1,564 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017votedirector$ / sharesshares | Dec. 31, 2015shares | Dec. 31, 2016$ / sharesshares | Feb. 28, 2014shares | |
Stockholders' Equity | ||||
Authorized common stock (in shares) | 400,000,000 | 400,000,000 | ||
Par value of common stock (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Number of votes entitled by holders of common stock for each share of common stock | vote | 1 | |||
Common stock, shares outstanding (in shares) | 50,280,826 | 50,037,206 | ||
Number of shares issuable upon exercise of warrants (in shares) | 15,983,072 | |||
Exercise price (in dollars per share) | $ / shares | $ 11.5 | |||
Number of warrants outstanding (in shares) | 15,983,072 | |||
Rohm and Haas | ||||
Stockholders' Equity | ||||
Number of shares of Series A Preferred Stock issued as condition to consummation of business combination (in shares) | 1 | |||
Number of directors preferred stockholder is entitled to appoint if minimum ownership percentage of common stock is maintained | director | 1 | |||
Minimum percentage of outstanding shares of voting and non-voting common stock to be held to entitle preferred stockholder to appoint director | 10.00% | |||
Public | ||||
Stockholders' Equity | ||||
Number of warrants outstanding (in shares) | 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 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 0.3 | $ 1.2 |
Share-based compensation, nonvested awards, compensation cost not yet recognized | $ 5.4 | |
Period for recognition of compensation on unvested stock option | 1 year 9 months 18 days | |
Time-based restricted stock | First anniversary | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights, percentage | 33.00% | |
Time-based restricted stock | Second anniversary | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights, percentage | 33.00% | |
Time-based restricted stock | Third anniversary | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights, percentage | 33.00% | |
Options | First anniversary | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights, percentage | 33.00% | |
Options | Second anniversary | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights, percentage | 33.00% | |
Options | Third anniversary | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting rights, percentage | 33.00% |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Compensation Expense (Details) - Management | Mar. 31, 2017shares |
United States | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Equity awards granted (in shares) | 654,750 |
United States | Performance-based restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Restricted stock units granted (in shares) | 265,950 |
United States | Time-based restricted stock | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Restricted stock units granted (in shares) | 207,000 |
United States | Options | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Phantom shares granted (in shares) | 181,800 |
Outside the United States | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Equity awards granted (in shares) | 99,350 |
Outside the United States | Performance-based phantom shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Restricted stock units granted (in shares) | 39,150 |
Outside the United States | Service-based phantom shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Restricted stock units granted (in shares) | 50,850 |
Outside the United States | Stock appreciation rights | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Stock appreciation rights granted (in shares) | 9,350 |
Share based Compensation - Sche
Share based Compensation - Schedule of Assumptions (Details) | Mar. 31, 2017$ / shares |
Performance-based restricted stock units | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Weighted average grant date fair value of share units (in dollars per share) | $ 4.33 |
Volatility | 81.60% |
Risk-free interest rate | 1.49% |
Dividend yield | 0.00% |
Grant date stock price | $ 4.37 |
Performance period | 3 years |
Performance-based phantom shares | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Weighted average grant date fair value of share units (in dollars per share) | $ 4.33 |
Volatility | 81.60% |
Risk-free interest rate | 1.49% |
Dividend yield | 0.00% |
Grant date stock price | $ 4.37 |
Performance period | 3 years |
Stock options | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Weighted average exercise price for options (in dollars per share) | $ 2.39 |
Volatility | 57.10% |
Risk-free interest rate | 2.08% |
Dividend yield | 0.00% |
Grant date stock price | $ 4.37 |
Performance period | 6 years |
Stock appreciation rights | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Weighted average exercise price for options (in dollars per share) | $ 2.39 |
Volatility | 57.10% |
Risk-free interest rate | 2.08% |
Dividend yield | 0.00% |
Grant date stock price | $ 4.37 |
Performance period | 6 years |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Stock options | ||
Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 926,898 | 584,375 |
Restricted stock units (RSUs) | ||
Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 797,401 | 343,753 |
Warrants | Private placement | ||
Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 6,160,000 | 6,160,000 |
Warrants | Public | ||
Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 9,823,072 | 9,823,072 |
Director | Restricted stock to non-directors | ||
Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 78,754 | 21,784 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate (as a percent) | (13.00%) | 37.80% |
Statutory rate (as a percent) | 35.00% |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments Measured on a Recurring Basis (Details) - Contingent consideration - Recurring - USD ($) $ in Thousands | Jan. 01, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Financial instruments measured at fair value on a recurring basis | |||
Total | $ 157,838 | $ 153,864 | |
Stock appreciation rights | |||
Financial instruments measured at fair value on a recurring basis | |||
Total | 71 | 22 | |
Phantom shares | |||
Financial instruments measured at fair value on a recurring basis | |||
Total | 10 | 4 | |
Level 1 | |||
Financial instruments measured at fair value on a recurring basis | |||
Total | 0 | 0 | |
Level 1 | Stock appreciation rights | |||
Financial instruments measured at fair value on a recurring basis | |||
Total | 0 | 0 | |
Level 1 | Phantom shares | |||
Financial instruments measured at fair value on a recurring basis | |||
Total | 0 | 0 | |
Level 2 | |||
Financial instruments measured at fair value on a recurring basis | |||
Total | 1,560 | 1,080 | |
Level 2 | Stock appreciation rights | |||
Financial instruments measured at fair value on a recurring basis | |||
Total | 0 | 0 | |
Level 2 | Phantom shares | |||
Financial instruments measured at fair value on a recurring basis | |||
Total | 0 | 0 | |
Level 3 | |||
Financial instruments measured at fair value on a recurring basis | |||
Total | 156,278 | 152,784 | |
Level 3 | Stock appreciation rights | |||
Financial instruments measured at fair value on a recurring basis | |||
Total | 71 | 22 | |
Level 3 | Phantom shares | |||
Financial instruments measured at fair value on a recurring basis | |||
Total | 10 | 4 | |
AgroFresh Inc. | Warrant consideration | |||
Financial instruments measured at fair value on a recurring basis | |||
Total | 1,560 | 1,080 | |
AgroFresh Inc. | Tax amortization benefit contingency | |||
Financial instruments measured at fair value on a recurring basis | |||
Total | 154,323 | 150,260 | |
AgroFresh Inc. | Deferred acquisition payment | |||
Financial instruments measured at fair value on a recurring basis | |||
Total | 1,874 | 2,498 | |
AgroFresh Inc. | Level 1 | Warrant consideration | |||
Financial instruments measured at fair value on a recurring basis | |||
Total | 0 | 0 | |
AgroFresh Inc. | Level 1 | Tax amortization benefit contingency | |||
Financial instruments measured at fair value on a recurring basis | |||
Total | 0 | 0 | |
AgroFresh Inc. | Level 1 | Deferred acquisition payment | |||
Financial instruments measured at fair value on a recurring basis | |||
Total | 0 | 0 | |
AgroFresh Inc. | Level 2 | Warrant consideration | |||
Financial instruments measured at fair value on a recurring basis | |||
Total | 1,560 | 1,080 | |
AgroFresh Inc. | Level 2 | Tax amortization benefit contingency | |||
Financial instruments measured at fair value on a recurring basis | |||
Total | 0 | 0 | |
AgroFresh Inc. | Level 2 | Deferred acquisition payment | |||
Financial instruments measured at fair value on a recurring basis | |||
Total | 0 | 0 | |
AgroFresh Inc. | Level 3 | Warrant consideration | |||
Financial instruments measured at fair value on a recurring basis | |||
Total | 0 | 0 | |
AgroFresh Inc. | Level 3 | Tax amortization benefit contingency | |||
Financial instruments measured at fair value on a recurring basis | |||
Total | $ 154,323 | 150,260 | |
Tax effect rate | 37.00% | ||
AgroFresh Inc. | Level 3 | Deferred acquisition payment | |||
Financial instruments measured at fair value on a recurring basis | |||
Total | $ 1,874 | $ 2,498 | |
Period over which earnout is measured | 2 years |
Fair Value Measurements - Chang
Fair Value Measurements - Changes of Level 3 Financial Instruments (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Contingent consideration | |
Financial instruments measured at Level 3 fair value on a recurring basis rollforward | |
Balance, beginning period | $ 152,784 |
Accretion | 3,704 |
Mark to market adjustment | (210) |
Balance, ending period | 156,278 |
Contingent consideration | Stock appreciation rights | |
Financial instruments measured at Level 3 fair value on a recurring basis rollforward | |
Balance, beginning period | 22 |
Accretion | 0 |
Mark to market adjustment | 49 |
Balance, ending period | 71 |
Contingent consideration | Phantom shares | |
Financial instruments measured at Level 3 fair value on a recurring basis rollforward | |
Balance, beginning period | 4 |
Accretion | 0 |
Mark to market adjustment | 6 |
Balance, ending period | 10 |
AgroFresh Inc. | Contingent consideration | Tax amortization benefit contingency | |
Financial instruments measured at Level 3 fair value on a recurring basis rollforward | |
Balance, beginning period | 150,260 |
Accretion | 3,704 |
Mark to market adjustment | 359 |
Balance, ending period | 154,323 |
AgroFresh Inc. | Contingent consideration | Deferred acquisition payment | |
Financial instruments measured at Level 3 fair value on a recurring basis rollforward | |
Balance, beginning period | 2,498 |
Accretion | 0 |
Mark to market adjustment | (624) |
Balance, ending period | 1,874 |
Level 2 | Term loan | |
Financial instruments measured at Level 3 fair value on a recurring basis | |
Fair value of debt | $ 415,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Apr. 04, 2017 | Jul. 31, 2015 | Jan. 31, 2018 | Jan. 31, 2018 | Mar. 31, 2017 |
Dow | Subsequent event | |||||
Subsequent Event [Line Items] | |||||
Number of shares authorized to be repurchased (in shares) | 5,070,358 | ||||
Percentage of number of shares outstanding | 10.00% | ||||
Revolving loan | |||||
Subsequent Event [Line Items] | |||||
Maximum borrowing available | $ 25,000,000 | ||||
Revolving loan | Dow | |||||
Subsequent Event [Line Items] | |||||
Rate of tax receivable agreement | 85.00% | ||||
Revolving loan | Dow | Subsequent event | |||||
Subsequent Event [Line Items] | |||||
Maximum borrowing available | $ 50,000,000 | ||||
Amendment agreement | Dow | Subsequent event | |||||
Subsequent Event [Line Items] | |||||
Cash paid to related party | $ 10,000,000 | ||||
Amendment agreement | Dow | Forecast | Subsequent event | |||||
Subsequent Event [Line Items] | |||||
Cash paid to related party | $ 10,000,000 | $ 20,000,000 | |||
Working capital adjustment | Dow | |||||
Subsequent Event [Line Items] | |||||
Outstanding payable | $ 17,000,000 | ||||
Value added tax reimbursement | Dow | |||||
Subsequent Event [Line Items] | |||||
Outstanding payable | 9,300,000 | ||||
Tax amortization benefit contingency | Dow | Subsequent event | |||||
Subsequent Event [Line Items] | |||||
Rate of tax receivable agreement | 50.00% | ||||
Tax amortization benefit contingency | Dow | |||||
Subsequent Event [Line Items] | |||||
Outstanding payable | $ 12,000,000 |