AgroFresh Solutions (AGFS) 10-Q 9 Aug 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Aug. 04, 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	Jun. 30, 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		50,337,705
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q2

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Current Assets:
Cash and cash equivalents	$ 78,592	$ 77,312
Accounts receivable, net of allowance for doubtful accounts of $2,031 and $1,242, respectively	30,270	63,675
Inventories	18,220	15,467
Other current assets	13,782	14,047
Total current assets	140,864	170,501
Property and equipment, net	8,186	8,048
Intangible assets, net	757,935	776,584
Deferred income tax assets	8,379	8,459
Other assets	2,193	2,252
TOTAL ASSETS	917,557	965,844
Current Liabilities:
Accounts payable	9,228	12,133
Current portion of long-term debt	4,250	15,250
Income taxes payable	5,531	3,121
Accrued expenses and other current liabilities	32,946	66,366
Total current liabilities	51,955	96,870
Long-term debt	402,877	392,996
Other noncurrent liabilities	70,857	140,833
Deferred income tax liabilities	20,455	0
Total liabilities	546,144	630,699
Commitments and contingencies (see Note 17)
Stockholders’ equity:
Common stock, par value $0.0001; 400,000,000 shares authorized, 50,999,086 and 50,698,587 shares issued and 50,337,705 and 50,037,206 shares outstanding at June 30, 2017 and December 31, 2016, respectively	5	5
Preferred stock; par value $0.0001, 1 share authorized and outstanding at June 30, 2017 and December 31, 2016	0	0
Treasury stock; par value $0.0001, 661,381 shares at June 30, 2017 and December 31, 2016	(3,885)	(3,885)
Additional paid-in capital	531,573	475,598
Accumulated deficit	(141,622)	(132,200)
Accumulated other comprehensive loss	(14,658)	(4,373)
Total stockholders' equity	371,413	335,145
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 917,557	$ 965,844

CONSOLIDATED BALANCE SHEETS (Un

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 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)	50,337,705	50,037,206
Common stock, shares issued (in shares)	50,999,086	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
Accounts receivable, net of allowance for doubtful accounts of $2,031 and $1,242, respectively	$ 2,031	$ 1,242
Treasury Stock
Par value of common stock (in dollars per share)	$ 0.0001	$ 0.0001

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Income Statement [Abstract]
Net sales	$ 16,389	$ 18,385	$ 49,119	$ 46,796
Cost of sales (excluding amortization, shown separately below)	3,906	15,833	9,745	39,653
Gross profit	12,483	2,552	39,374	7,143
Research and development expenses	3,735	3,808	7,032	8,237
Selling, general, and administrative expenses	13,435	14,546	29,866	34,212
Amortization of intangibles	10,445	9,899	20,890	19,798
Change in fair value of contingent consideration	(1,211)	(300)	(996)	(3,400)
Operating loss	(13,921)	(25,401)	(17,418)	(51,704)
Other income (expense)	215	(1)	255	54
Gain (loss) on foreign currency exchange	7,968	(1,072)	11,071	(242)
Interest expense, net	(8,564)	(14,316)	(18,857)	(29,324)
Loss before income taxes	(14,302)	(40,790)	(24,949)	(81,216)
Income tax benefit	(16,909)	(15,626)	(15,527)	(30,915)
Net income (loss)	$ 2,607	$ (25,164)	$ (9,422)	$ (50,301)
Net income (loss) per share:
Basic (in dollars per share)	$ 0.05	$ (0.51)	$ (0.19)	$ (1.02)
Diluted (in dollars per share)	$ 0.05	$ (0.51)	$ (0.19)	$ (1.02)
Weighted average shares outstanding:
Basic (in shares)	49,670,621	49,279,167	49,941,993	49,294,817
Diluted (in shares)	50,035,343	49,279,167	49,941,993	49,294,817

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 2,607	$ (25,164)	$ (9,422)	$ (50,301)
Other comprehensive loss:
Foreign currency translation adjustments	(8,415)	5,277	(10,285)	4,733
Comprehensive loss	$ (5,808)	$ (19,887)	$ (19,707)	$ (45,568)

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	1,687				1,687
Issuance of restricted stock (in shares)			692,269
Repurchase of stock for treasury	(1,488)			(1,488)	0
Comprehensive loss	(45,568)					(50,301)	4,733
Balances - ending at Jun. 30, 2016	398,534	$ 0	$ 5	(3,885)	474,181	(70,941)	(826)
Balances- ending (in shares) at Jun. 30, 2016		1	50,632,817
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	806				806
Transfer of director compensation from liability to equity					80
Issuance of restricted stock (in shares)			300,499
Settlement of Dow liabilities, net of income tax	55,089				55,089
Comprehensive loss	(19,707)					(9,422)	(10,285)
Balances - ending at Jun. 30, 2017	$ 371,413	$ 0	$ 5	$ (3,885)	$ 531,573	$ (141,622)	$ (14,658)
Balances- ending (in shares) at Jun. 30, 2017		1	50,999,086

CONDENSED CONSOLIDATED STATEME7

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash flows from operating activities:
Net loss	$ (9,422)	$ (50,301)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	22,046	21,339
Provision for bad debts	789	0
Stock-based compensation for equity classified awards	806	1,687
Pension expense	153	0
Amortization of inventory fair value adjustment	0	30,377
Amortization of deferred financing costs	1,166	1,121
Accretion of contingent consideration	5,515	15,838
Decrease in fair value of contingent consideration	(996)	(3,400)
Deferred income taxes	(19,726)	(33,798)
Loss on sales of property	80	1
Provision for inventory obsolescence	89	0
Other	43	299
Changes in operating assets and liabilities:
Accounts receivable	37,232	29,617
Inventories	(2,758)	(3,764)
Prepaid expenses and other current assets	198	(7,984)
Accounts payable	(19,864)	1,181
Accrued expenses and other liabilities	(1,987)	3,482
Income taxes payable	2,581	1,008
Other assets and liabilities	205	1,244
Net cash provided by operating activities	16,150	7,947
Cash flows from investing activities:
Cash paid for property and equipment	(2,835)	(3,194)
Proceeds from sale of property	9	8
Other investments	(1,050)	0
Net cash used in investing activities	(3,876)	(3,186)
Cash flows from financing activities:
Payment of Dow liabilities settlement	(10,000)	0
Repayment of long term debt	(2,125)	(2,125)
Repurchase of stock for treasury	0	(1,488)
Net cash used in financing activities	(12,125)	(3,613)
Effect of exchange rate changes on cash and cash equivalents	1,131	1,400
Net increase in cash and cash equivalents	1,280	2,548
Cash and cash equivalents, beginning of period	77,312	57,765
Cash and cash equivalents, end of period	78,592	60,313
Supplemental disclosures of cash flow information:
Cash paid for interest	12,309	12,227
Cash paid for income taxes	1,291	2,213
Supplemental schedule of non-cash investing and financing activities:
Accrued purchases of property and equipment	254	796
Settlement of Dow liabilities not resulting from cash payment, net of deferred income taxes	$ 55,089	$ 0

Description of Business

Description of Business	6 Months Ended
	Jun. 30, 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 (the "Business Combination") with The Dow Chemical Company ("Dow") 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	6 Months Ended
	Jun. 30, 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 . Recently Issued Accounting Guidance In May 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-09, Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting. ASU 2017-09 addresses the changes to the terms and conditions of share-based awards. The ASU is effective for periods beginning after December 15, 2017 and interim periods therein on a modified retrospective basis. The Company is currently evaluating the impact this guidance will have on its financial statements. In May 2014, the FASB issued ASU 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. In March 2017, the FASB issued ASU 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 its financial statements. In January 2017, the FASB issued ASU 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 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 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 its financial statements. In February 2015, the FASB issued ASU 2016-2, “Leases.” This update requires management to recognize lease assets and lease liabilities by lessees for all operating leases. The ASU is effective for periods beginning after December 15, 2018 and interim periods therein on a modified retrospective basis. The Company is currently evaluating the impact this guidance will have on its financial statements.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2017
Related Party Transactions [Abstract]
Related Party Transactions	Settlement with Dow 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, (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 and Mr. Lasry is a member of the Company's board of directors, Mr. Trevor was a member of the Company’s board of directors at the time the Amendment Agreement was entered into, 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, (ii) certain transfer and value added tax reimbursement obligations under the Purchase Agreement, and (iii) the amount payable to Dow pursuant to the Tax Receivables Agreement on account of the 2015 tax year. As of March 31, 2017, these liabilities, inclusive of accrued interest, were approximately $17.0 million , $9.3 million , and $12.0 million , respectively. During the three months ended June 30, 2017 , the liabilities were reduced by approximately $18.2 million . 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 to Dow pursuant to the Tax Receivables Agreement of the annual 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. During the three months ended June 30, 2017 the liability to Dow was reduced by approximately $75.3 million as a result of the TRA Amendment. 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), 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 reduced the related liabilities during the second quarter of 2017 as follows: (amounts in millions) Three Months Ended Amendment Agreement $ 18.2 Warrant Purchase Agreement 1.6 TRA Amendment 75.3 Deferred tax adjustment related to Dow settlement (40.0 ) Total reduction in related liabilities $ 55.1 The Company recorded an increase to additional paid in capital, net of deferred income taxes of $40.0 million , as an offset to the reduction in related liabilities, as the Company entered into the April 4, 2017 agreements with related parties and the transaction has been treated as a capital transaction. 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 from September 2015 through December 2017, which is the period during which the services are expected to be provided. The Company incurred expenses for such services for the six months ended June 30, 2017 and June 30, 2016 as follows: (amounts in thousands) Six Months Ended Six Months Ended Amortization of prepayment related to set-up of transition services $ 414 $ 1,150 Ongoing costs of transition services agreement 1,485 2,742 Rent expense 496 707 Amortization of prepayment related to Dow importation services — 264 Other expenses 319 684 Total incurred expenses $ 2,714 $ 5,547 As of June 30, 2017 and June 30, 2016 , the Company had an outstanding payable to Dow of $0.3 million and $1.8 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 six months ended June 30, 2017 , there were no material amounts paid and as of June 30, 2017 , there were no material amounts owed to RipeLocker or Mr. Lobisser for consulting services. Refer to Note 3 for a description of other related party transactions.

Settlement with Dow

Settlement with Dow	6 Months Ended
	Jun. 30, 2017
Equity [Abstract]
Settlement with Dow	Settlement with Dow 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, (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 and Mr. Lasry is a member of the Company's board of directors, Mr. Trevor was a member of the Company’s board of directors at the time the Amendment Agreement was entered into, 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, (ii) certain transfer and value added tax reimbursement obligations under the Purchase Agreement, and (iii) the amount payable to Dow pursuant to the Tax Receivables Agreement on account of the 2015 tax year. As of March 31, 2017, these liabilities, inclusive of accrued interest, were approximately $17.0 million , $9.3 million , and $12.0 million , respectively. During the three months ended June 30, 2017 , the liabilities were reduced by approximately $18.2 million . 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 to Dow pursuant to the Tax Receivables Agreement of the annual 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. During the three months ended June 30, 2017 the liability to Dow was reduced by approximately $75.3 million as a result of the TRA Amendment. 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), 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 reduced the related liabilities during the second quarter of 2017 as follows: (amounts in millions) Three Months Ended Amendment Agreement $ 18.2 Warrant Purchase Agreement 1.6 TRA Amendment 75.3 Deferred tax adjustment related to Dow settlement (40.0 ) Total reduction in related liabilities $ 55.1 The Company recorded an increase to additional paid in capital, net of deferred income taxes of $40.0 million , as an offset to the reduction in related liabilities, as the Company entered into the April 4, 2017 agreements with related parties and the transaction has been treated as a capital transaction. 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 from September 2015 through December 2017, which is the period during which the services are expected to be provided. The Company incurred expenses for such services for the six months ended June 30, 2017 and June 30, 2016 as follows: (amounts in thousands) Six Months Ended Six Months Ended Amortization of prepayment related to set-up of transition services $ 414 $ 1,150 Ongoing costs of transition services agreement 1,485 2,742 Rent expense 496 707 Amortization of prepayment related to Dow importation services — 264 Other expenses 319 684 Total incurred expenses $ 2,714 $ 5,547 As of June 30, 2017 and June 30, 2016 , the Company had an outstanding payable to Dow of $0.3 million and $1.8 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 six months ended June 30, 2017 , there were no material amounts paid and as of June 30, 2017 , there were no material amounts owed to RipeLocker or Mr. Lobisser for consulting services. Refer to Note 3 for a description of other related party transactions.

Inventories

Inventories	6 Months Ended
	Jun. 30, 2017
Inventory Disclosure [Abstract]
Inventories	Inventories Inventories at June 30, 2017 and December 31, 2016 consisted of the following: (in thousands) June 30, December 31, 2016 Raw material $ 1,371 $ 1,649 Work-in-process 8,706 7,963 Finished goods 7,372 5,132 Supplies 771 723 Total inventories $ 18,220 $ 15,467

Other Current Assets

Other Current Assets	6 Months Ended
	Jun. 30, 2017
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Other Current Assets	Other Current Assets The Company's other current assets at June 30, 2017 and December 31, 2016 consisted of the following: (in thousands) June 30, December 31, 2016 VAT receivable $ 10,375 $ 9,306 Prepaid income tax asset 1,671 1,910 Other 1,736 2,831 Total other current assets $ 13,782 $ 14,047

Property and Equipment

Property and Equipment	6 Months Ended
	Jun. 30, 2017
Property, Plant and Equipment [Abstract]
Property and Equipment	Property and Equipment Property and equipment at June 30, 2017 and December 31, 2016 consisted of the following: (in thousands, except for useful life data) Useful life (years) June 30, December 31, Leasehold improvements 7-20 $ 1,570 $ 1,463 Machinery & equipment 1-12 6,743 6,066 Furniture 1-12 830 843 Construction in progress 731 781 9,874 9,153 Less: accumulated depreciation (1,688 ) (1,105 ) Total property and equipment, net $ 8,186 $ 8,048 Depreciation expense for the three and six months ended June 30, 2017 was $0.3 million and $0.6 million , respectively. Depreciation expense for the three and six months ended June 30, 2016 was $0.2 million and $0.4 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 income (loss).

Intangible Assets

Intangible Assets	6 Months Ended
	Jun. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Intangible Assets The Company’s intangible assets at June 30, 2017 and December 31, 2016 consisted of the following: June 30, 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 $ (75,255 ) $ 681,745 $ 757,000 $ (55,623 ) $ — $ 701,377 In-process research and development 39,000 (1,806 ) 37,194 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 (639 ) 7,361 8,000 (472 ) — 7,528 Software 1,172 (238 ) 934 660 (104 ) — 556 Software not yet placed in service 2,618 — 2,618 753 — — 753 Other 100 (17 ) 83 100 (8 ) — 92 Total intangible assets $ 835,890 $ (77,955 ) $ 757,935 $ 843,013 $ (56,929 ) $ (9,500 ) $ 776,584 At June 30, 2017 , the weighted-average amortization period remaining for the finite-lived intangible assets was 17.8 years. At June 30, 2017 , the weighted-average amortization periods remaining for developed technology, customer relationships, in-process R&D, software and other was 17.8 , 22.2 , 17.3 , 3.5 , and 5.0 years, respectively. Estimated annual amortization expense for finite-lived intangible assets, excluding amounts not placed in service, subsequent to June 30, 2017 is as follows: (in thousands) Amount 2017 (remaining) $ 21,033 2018 42,068 2019 42,050 2020 41,918 2021 41,814 Thereafter 538,434 Total $ 727,317

Accrued and Other Current Liabi

Accrued and Other Current Liabilities	6 Months Ended
	Jun. 30, 2017
Payables and Accruals [Abstract]
Accrued and Other Current Liabilities	Accrued and Other Current Liabilities The Company’s accrued and other current liabilities at June 30, 2017 and December 31, 2016 consisted of the following: (in thousands) June 30, December 31, 2016 Warrant consideration $ — $ 1,080 Tax amortization benefit contingency 3,531 17,535 Working capital settlement — 17,000 Additional consideration due seller — 9,263 Dow settlement liability 10,000 — Accrued compensation and benefits 6,621 6,352 Accrued rebates payable 2,223 4,701 Insurance premium financing payable — 578 Severance 461 1,564 Accrued taxes 5,577 4,598 Other 4,533 3,695 Total accrued and other current liabilities $ 32,946 $ 66,366 Refer to Notes 3 and 17 regarding the contingent consideration owed to Dow as part of the Business Combination.

Debt

Debt	6 Months Ended
	Jun. 30, 2017
Debt Disclosure [Abstract]
Debt	Debt The Company’s debt, net of unamortized discounts and deferred financing fees, at June 30, 2017 and December 31, 2016 consisted of the following: (in thousands) June 30, December 31, Total Term Loan outstanding $ 407,127 $ 408,246 Less: Amounts due within one year 4,250 15,250 Total long-term debt due after one year $ 402,877 $ 392,996 At June 30, 2017 , the Company evaluated the amount recorded under the Term Loan (defined below) and determined that the fair value was approximately $410.3 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 June 30, 2017 there were $9.4 million of unamortized deferred issuance costs. Scheduled principal repayments under the Term Loan subsequent to June 30, 2017 are as follows: (in thousands) Amount 2017 (remaining) $ 2,125 2018 4,250 2019 4,250 2020 4,250 2021 401,625 Thereafter — Total $ 416,500 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 June 30, 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 June 30, 2017 , the effective interest rate was 6.53% . 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 June 30, 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 June 30, 2017 . At June 30, 2017 , there was $416.5 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 and six months ended June 30, 2017 was approximately $0.6 million and $1.2 million .

Other Noncurrent Liabilities

Other Noncurrent Liabilities	6 Months Ended
	Jun. 30, 2017
Liabilities, Other than Long-term Debt, Noncurrent [Abstract]
Other Noncurrent Liabilities	Other Noncurrent Liabilities The Company’s other noncurrent liabilities at June 30, 2017 and December 31, 2016 consisted of the following: (in thousands) June 30, December 31, 2016 Tax amortization benefit contingency $ 65,085 $ 132,724 Deferred payment — 2,498 Other 5,772 5,611 Total other noncurrent liabilities $ 70,857 $ 140,833

Severance

Severance	6 Months Ended
	Jun. 30, 2017
Compensation Related Costs [Abstract]
Severance	Severance There was no severance expense for the three and six months ended June 30, 2017 . There was no severance expense for the three months ended June 30, 2016 . Severance expense for the six months ended June 30, 2016 was $1.4 million . This amount, which does not include stock compensation expense, was recorded in selling, general and administrative expense in the condensed consolidated statements of income (loss). As of June 30, 2017 , the Company had $0.6 million of severance liability, of which $0.5 million will be paid out over the next year.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 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 June 30, 2017 , there were 50,337,705 shares of common stock outstanding. As of June 30, 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 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	6 Months Ended
	Jun. 30, 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 and six months ended June 30, 2017 was $0.9 million and $1.2 million , respectively. Stock compensation expense for both equity-classified and liability-classified awards for the three and six months ended June 30, 2016 was $0.7 million and $1.9 million , respectively. Stock compensation expense is recognized in cost of goods sold, selling, general and administrative expenses, and research and development expenses. At June 30, 2017 , there was $5.7 million of unrecognized compensation cost relating to outstanding unvested equity instruments expected to be recognized over the weighted average period of 2.2 years.

Earnings Per Share

Earnings Per Share	6 Months Ended
	Jun. 30, 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 is a reconciliation of the weighted-average common shares outstanding used for the computation of basic and diluted net income (loss) per common share: Three Months Ended Three Months Ended Six Months Ended Six Months Ended Basic weighted-average common shares outstanding 49,670,621 49,279,167 49,941,993 49,294,817 Effect of dilutive options, performance stock units and restricted stock 364,722 — — — Dilute weighted-average shares outstanding 50,035,343 49,279,167 49,941,993 49,294,817 Securities that could potentially be dilutive are excluded from the computation of diluted earnings per share when a loss from continuing operations exists or when the exercise price exceeds the average closing price of the Company's common stock during the period, because their inclusion would result in an anti-dilutive effect on per share amounts. The following amounts were not included in the calculation of net income (loss) per diluted share because their effects were anti-dilutive: (in thousands, except share data) Three Months Ended Three Months Ended Six Months Ended Six Months Ended Stock-based compensation awards (1) : Stock options 577,500 584,375 921,970 584,375 Restricted stock to non-directors — 606,523 934,819 606,523 Restricted stock to directors — 86,016 141,957 86,016 Warrants: Private placement warrants 6,160,000 6,160,000 6,160,000 6,160,000 Public warrants 9,823,072 9,823,072 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.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2017
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The effective tax rate for the three and six months ended June 30, 2017 was 118.2% and 62.2% , respectively, compared to the effective tax rate for the three and six months ended June 30, 2016 of 38.3% and 38.1% , respectively. The effective tax rate for the three and six months ended June 30, 2017 differs from the US statutory tax rate of 35% due to the release of the valuation allowance related to net deferred tax assets in the U.S. tax jurisdiction. There were a series of tax adjustments as a result of the settlement with Dow that resulted in $40.0 million additional U.S. deferred tax liabilities. The reductions of Dow’s obligations on the balance sheet impacted purchase price consideration, ultimately decreasing the Company’s intangible’s tax basis determined for ASC 740 purposes. The Company considered these future sources of taxable income as additional positive evidence when concluding the deferred tax assets within the U.S. were more likely than not to be realized and reversed a valuation allowance of $15.4 million at June 30, 2017 .

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 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	6 Months Ended
	Jun. 30, 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 June 30, 2017 : (in thousands) Level 1 Level 2 Level 3 Total Tax amortization benefit contingency (2) — — 68,616 68,616 Deferred acquisition payment (3) — — 1,249 1,249 Stock appreciation rights (4) — — 214 214 Phantom shares (5) — — 64 64 Total $ — $ — $ 70,143 $ 70,143 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. Refer to Note 3 for additional details. (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 six months ended June 30, 2017 . Refer to Note 3 for additional details. (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 3), over the two year period from January 1, 2016 to December 31, 2017. The valuation technique used did not change during the six months ended June 30, 2017 . (4) The fair value of the stock appreciation rights were measured using a Black Scholes pricing model during the six months ended June 30, 2017 . The valuation technique used did not change during the six months ended June 30, 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 six months ended June 30, 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 six months ended June 30, 2017 . At June 30, 2017 , the Company evaluated the amount recorded under the Term Loan and determined that the fair value was approximately $410.3 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 Awards granted — — — — — Settlement of Dow liabilities (86,931 ) — — — (86,931 ) Accretion 5,514 — — — 5,514 Mark to market adjustment (227 ) (1,249 ) 192 60 (1,224 ) Balance, June 30, 2017 $ 68,616 $ 1,249 $ 214 $ 64 $ 70,143

Basis of Presentation and Sum26

Basis of Presentation and Summary of Significant Accounting Policies (Policy)	6 Months Ended
	Jun. 30, 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 .
Recently Issued Accounting Guidance	Recently Issued Accounting Guidance In May 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-09, Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting. ASU 2017-09 addresses the changes to the terms and conditions of share-based awards. The ASU is effective for periods beginning after December 15, 2017 and interim periods therein on a modified retrospective basis. The Company is currently evaluating the impact this guidance will have on its financial statements. In May 2014, the FASB issued ASU 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. In March 2017, the FASB issued ASU 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 its financial statements. In January 2017, the FASB issued ASU 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 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 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 its financial statements. In February 2015, the FASB issued ASU 2016-2, “Leases.” This update requires management to recognize lease assets and lease liabilities by lessees for all operating leases. The ASU is effective for periods beginning after December 15, 2018 and interim periods therein on a modified retrospective basis. The Company is currently evaluating the impact this guidance will have on its financial statements.

Related Party Transactions (Tab

Related Party Transactions (Tables)	6 Months Ended
	Jun. 30, 2017
Related Party Transactions [Abstract]
Schedule of incurred expenses for services	As a result of the Amendment Agreement, the TRA Amendment and the termination of the Warrant Purchase Agreement, the Company reduced the related liabilities during the second quarter of 2017 as follows: (amounts in millions) Three Months Ended Amendment Agreement $ 18.2 Warrant Purchase Agreement 1.6 TRA Amendment 75.3 Deferred tax adjustment related to Dow settlement (40.0 ) Total reduction in related liabilities $ 55.1 The Company incurred expenses for such services for the six months ended June 30, 2017 and June 30, 2016 as follows: (amounts in thousands) Six Months Ended Six Months Ended Amortization of prepayment related to set-up of transition services $ 414 $ 1,150 Ongoing costs of transition services agreement 1,485 2,742 Rent expense 496 707 Amortization of prepayment related to Dow importation services — 264 Other expenses 319 684 Total incurred expenses $ 2,714 $ 5,547

Settlement with Dow (Tables)

Settlement with Dow (Tables)	6 Months Ended
	Jun. 30, 2017
Equity [Abstract]
Schedule of Reduced Liabilities	As a result of the Amendment Agreement, the TRA Amendment and the termination of the Warrant Purchase Agreement, the Company reduced the related liabilities during the second quarter of 2017 as follows: (amounts in millions) Three Months Ended Amendment Agreement $ 18.2 Warrant Purchase Agreement 1.6 TRA Amendment 75.3 Deferred tax adjustment related to Dow settlement (40.0 ) Total reduction in related liabilities $ 55.1 The Company incurred expenses for such services for the six months ended June 30, 2017 and June 30, 2016 as follows: (amounts in thousands) Six Months Ended Six Months Ended Amortization of prepayment related to set-up of transition services $ 414 $ 1,150 Ongoing costs of transition services agreement 1,485 2,742 Rent expense 496 707 Amortization of prepayment related to Dow importation services — 264 Other expenses 319 684 Total incurred expenses $ 2,714 $ 5,547

Inventories (Tables)

Inventories (Tables)	6 Months Ended
	Jun. 30, 2017
Inventory Disclosure [Abstract]
Schedule of inventories	Inventories at June 30, 2017 and December 31, 2016 consisted of the following: (in thousands) June 30, December 31, 2016 Raw material $ 1,371 $ 1,649 Work-in-process 8,706 7,963 Finished goods 7,372 5,132 Supplies 771 723 Total inventories $ 18,220 $ 15,467

Other Current Assets (Tables)

Other Current Assets (Tables)	6 Months Ended
	Jun. 30, 2017
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule Of Other Current Assets	The Company's other current assets at June 30, 2017 and December 31, 2016 consisted of the following: (in thousands) June 30, December 31, 2016 VAT receivable $ 10,375 $ 9,306 Prepaid income tax asset 1,671 1,910 Other 1,736 2,831 Total other current assets $ 13,782 $ 14,047

Property and Equipment (Tables)

Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 2017
Property, Plant and Equipment [Abstract]
Property and equipment	Property and equipment at June 30, 2017 and December 31, 2016 consisted of the following: (in thousands, except for useful life data) Useful life (years) June 30, December 31, Leasehold improvements 7-20 $ 1,570 $ 1,463 Machinery & equipment 1-12 6,743 6,066 Furniture 1-12 830 843 Construction in progress 731 781 9,874 9,153 Less: accumulated depreciation (1,688 ) (1,105 ) Total property and equipment, net $ 8,186 $ 8,048

Intangible Assets (Tables)

Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of other finite-lived intangible assets	The Company’s intangible assets at June 30, 2017 and December 31, 2016 consisted of the following: June 30, 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 $ (75,255 ) $ 681,745 $ 757,000 $ (55,623 ) $ — $ 701,377 In-process research and development 39,000 (1,806 ) 37,194 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 (639 ) 7,361 8,000 (472 ) — 7,528 Software 1,172 (238 ) 934 660 (104 ) — 556 Software not yet placed in service 2,618 — 2,618 753 — — 753 Other 100 (17 ) 83 100 (8 ) — 92 Total intangible assets $ 835,890 $ (77,955 ) $ 757,935 $ 843,013 $ (56,929 ) $ (9,500 ) $ 776,584
Schedule of other indefinite-lived intangible assets	The Company’s intangible assets at June 30, 2017 and December 31, 2016 consisted of the following: June 30, 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 $ (75,255 ) $ 681,745 $ 757,000 $ (55,623 ) $ — $ 701,377 In-process research and development 39,000 (1,806 ) 37,194 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 (639 ) 7,361 8,000 (472 ) — 7,528 Software 1,172 (238 ) 934 660 (104 ) — 556 Software not yet placed in service 2,618 — 2,618 753 — — 753 Other 100 (17 ) 83 100 (8 ) — 92 Total intangible assets $ 835,890 $ (77,955 ) $ 757,935 $ 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 June 30, 2017 is as follows: (in thousands) Amount 2017 (remaining) $ 21,033 2018 42,068 2019 42,050 2020 41,918 2021 41,814 Thereafter 538,434 Total $ 727,317

Accrued and Other Current Lia33

Accrued and Other Current Liabilities (Tables)	6 Months Ended
	Jun. 30, 2017
Payables and Accruals [Abstract]
Accrued and other current liabilities	The Company’s accrued and other current liabilities at June 30, 2017 and December 31, 2016 consisted of the following: (in thousands) June 30, December 31, 2016 Warrant consideration $ — $ 1,080 Tax amortization benefit contingency 3,531 17,535 Working capital settlement — 17,000 Additional consideration due seller — 9,263 Dow settlement liability 10,000 — Accrued compensation and benefits 6,621 6,352 Accrued rebates payable 2,223 4,701 Insurance premium financing payable — 578 Severance 461 1,564 Accrued taxes 5,577 4,598 Other 4,533 3,695 Total accrued and other current liabilities $ 32,946 $ 66,366

Debt (Tables)

Debt (Tables)	6 Months Ended
	Jun. 30, 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 June 30, 2017 and December 31, 2016 consisted of the following: (in thousands) June 30, December 31, Total Term Loan outstanding $ 407,127 $ 408,246 Less: Amounts due within one year 4,250 15,250 Total long-term debt due after one year $ 402,877 $ 392,996
Schedule of principal repayments under the Term Loan	Scheduled principal repayments under the Term Loan subsequent to June 30, 2017 are as follows: (in thousands) Amount 2017 (remaining) $ 2,125 2018 4,250 2019 4,250 2020 4,250 2021 401,625 Thereafter — Total $ 416,500

Other Noncurrent Liabilities (T

Other Noncurrent Liabilities (Tables)	6 Months Ended
	Jun. 30, 2017
Liabilities, Other than Long-term Debt, Noncurrent [Abstract]
Other noncurrent liabilities	The Company’s other noncurrent liabilities at June 30, 2017 and December 31, 2016 consisted of the following: (in thousands) June 30, December 31, 2016 Tax amortization benefit contingency $ 65,085 $ 132,724 Deferred payment — 2,498 Other 5,772 5,611 Total other noncurrent liabilities $ 70,857 $ 140,833

Earnings Per Share (Tables)

Earnings Per Share (Tables)	6 Months Ended
	Jun. 30, 2017
Earnings Per Share [Abstract]
Schedule of Weighted Average Common Shares Outstanding	The following is a reconciliation of the weighted-average common shares outstanding used for the computation of basic and diluted net income (loss) per common share: Three Months Ended Three Months Ended Six Months Ended Six Months Ended Basic weighted-average common shares outstanding 49,670,621 49,279,167 49,941,993 49,294,817 Effect of dilutive options, performance stock units and restricted stock 364,722 — — — Dilute weighted-average shares outstanding 50,035,343 49,279,167 49,941,993 49,294,817
Amounts that could potentially dilute basic earnings per share	The following amounts were not included in the calculation of net income (loss) per diluted share because their effects were anti-dilutive: (in thousands, except share data) Three Months Ended Three Months Ended Six Months Ended Six Months Ended Stock-based compensation awards (1) : Stock options 577,500 584,375 921,970 584,375 Restricted stock to non-directors — 606,523 934,819 606,523 Restricted stock to directors — 86,016 141,957 86,016 Warrants: Private placement warrants 6,160,000 6,160,000 6,160,000 6,160,000 Public warrants 9,823,072 9,823,072 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)	6 Months Ended
	Jun. 30, 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 June 30, 2017 : (in thousands) Level 1 Level 2 Level 3 Total Tax amortization benefit contingency (2) — — 68,616 68,616 Deferred acquisition payment (3) — — 1,249 1,249 Stock appreciation rights (4) — — 214 214 Phantom shares (5) — — 64 64 Total $ — $ — $ 70,143 $ 70,143 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. Refer to Note 3 for additional details. (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 six months ended June 30, 2017 . Refer to Note 3 for additional details. (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 3), over the two year period from January 1, 2016 to December 31, 2017. The valuation technique used did not change during the six months ended June 30, 2017 . (4) The fair value of the stock appreciation rights were measured using a Black Scholes pricing model during the six months ended June 30, 2017 . The valuation technique used did not change during the six months ended June 30, 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 six months ended June 30, 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 Awards granted — — — — — Settlement of Dow liabilities (86,931 ) — — — (86,931 ) Accretion 5,514 — — — 5,514 Mark to market adjustment (227 ) (1,249 ) 192 60 (1,224 ) Balance, June 30, 2017 $ 68,616 $ 1,249 $ 214 $ 64 $ 70,143

Description of Business (Detail

Description of Business (Details)	Jun. 30, 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	6 Months Ended
	Jun. 30, 2017USD ($)	Jun. 30, 2016USD ($)	Nov. 29, 2016USD ($)
Director | Mutal services agreement
Related party transactions
Outstanding payable to related party	$ 0
Consulting fee, daily			$ 5
Expenses paid per service agreement	0
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
Payment amount for services	2,714	$ 5,547
Outstanding payable to related party	300	1,800
Dow Chemical Company | Dow | Amortization of prepayment related to set-up of transition services
Related party transactions
Payment amount for services	414	1,150
Dow Chemical Company | Dow | Ongoing costs of the transition services agreement / Rent and Other
Related party transactions
Payment amount for services	1,485	2,742
Dow Chemical Company | Dow | Amortization of prepayment related to Dow importation services
Related party transactions
Payment amount for services	0	264
Dow Chemical Company | Dow | Rent | Ongoing costs of the transition services agreement / Rent and Other
Related party transactions
Payment amount for services	496	707
Dow Chemical Company | Dow | Other Expense | Ongoing costs of the transition services agreement / Rent and Other
Related party transactions
Payment amount for services	$ 319	$ 684

Settlement with Dow (Details)

Settlement with Dow (Details) - USD ($)	Apr. 04, 2017	Jul. 31, 2015	Jun. 30, 2017	Jan. 31, 2018	Mar. 31, 2017
Dow
Class of Warrant or Right [Line Items]
Increase (decrease) in liabilities			$ 55,100,000
Dow
Class of Warrant or Right [Line Items]
Number of shares authorized to be repurchased (in shares)	5,070,358
Percentage of number of shares outstanding	10.00%
Stock repurchase period	18 months
Revolving loan
Class of Warrant or Right [Line Items]
Maximum borrowing available		$ 25,000,000
Revolving loan | Avenue Capital Management II, L.P
Class of Warrant or Right [Line Items]
Maximum borrowing available	$ 50,000,000
Revolving loan | Dow
Class of Warrant or Right [Line Items]
Maximum borrowing available	50,000,000
Amendment agreement | Dow
Class of Warrant or Right [Line Items]
Increase (decrease) in liabilities	(20,000,000)		18,200,000
Cash paid to related party	$ 10,000,000
Settlement of Dow liabilities, increase in deferred income taxes			40,000,000
Working capital adjustment | Dow
Class of Warrant or Right [Line Items]
Outstanding payable					$ 17,000,000
Value added tax reimbursement | Dow
Class of Warrant or Right [Line Items]
Outstanding payable					9,300,000
Tax receivables agreement (TRA) | Dow
Class of Warrant or Right [Line Items]
Increase (decrease) in liabilities			75,300,000
Outstanding payable					$ 12,000,000
Tax receivables agreement (TRA) | Dow
Class of Warrant or Right [Line Items]
Rate of tax receivable agreement	50.00%	85.00%
Warrant consideration | Dow
Class of Warrant or Right [Line Items]
Increase (decrease) in liabilities			$ 1,600,000
Scenario, forecast | Amendment agreement | Dow
Class of Warrant or Right [Line Items]
Cash paid to related party				$ 10,000,000

Inventories (Detail)

Inventories (Detail) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Inventory Disclosure [Abstract]
Raw material	$ 1,371	$ 1,649
Work-in-process	8,706	7,963
Finished goods	7,372	5,132
Supplies	771	723
Total inventories	$ 18,220	$ 15,467

Other Current Assets (Details)

Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
VAT receivable	$ 10,375	$ 9,306
Prepaid income tax asset	1,671	1,910
Other	1,736	2,831
Total other current assets	$ 13,782	$ 14,047

Property and Equipment (Detail)

Property and Equipment (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 9,874		$ 9,874		$ 9,153
Less: accumulated depreciation	(1,688)		(1,688)		(1,105)
Property and equipment, net	8,186		8,186		8,048
Depreciation expense	300	$ 200	600	$ 400
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,570		$ 1,570		$ 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	6,743		$ 6,743		$ 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	830		$ 830		$ 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	$ 731		$ 731		$ 781

Intangible Assets (Details)

Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Other intangible assets:
Intangible assets, impairments		$ (9,500)
Total intangible assets	$ 835,890	843,013
Accumulated Amortization	(77,955)	(56,929)
Net, finite-lived intangible assets	727,317
Total intangible assets, net	$ 757,935	776,584
Weighted average
Other intangible assets:
Useful life	17 years 9 months 18 days
Trade name
Other intangible assets:
Gross carrying amount, indefinite-lived	$ 26,000	35,500
Intangible assets, impairments		(9,500)
Net, indefinite-lived trade name		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	2,618	753
Developed technology
Other intangible assets:
Gross carrying amount, finite-lived	757,000	757,000
Accumulated Amortization	(75,255)	(55,623)
Net, finite-lived intangible assets	$ 681,745	701,377
Developed technology | Weighted average
Other intangible assets:
Useful life	17 years 9 months 18 days
In-process research and development
Other intangible assets:
Gross carrying amount, finite-lived	$ 39,000	39,000
Accumulated Amortization	(1,806)	(722)
Net, finite-lived intangible assets	$ 37,194	38,278
In-process research and development | Weighted average
Other intangible assets:
Useful life	17 years 3 months 18 days
Customer relationships
Other intangible assets:
Gross carrying amount, finite-lived	$ 8,000	8,000
Accumulated Amortization	(639)	(472)
Net, finite-lived intangible assets	$ 7,361	7,528
Customer relationships | Weighted average
Other intangible assets:
Useful life	22 years 2 months 12 days
Software
Other intangible assets:
Gross carrying amount, finite-lived	$ 1,172	660
Accumulated Amortization	(238)	(104)
Net, finite-lived intangible assets	$ 934	556
Software | Weighted average
Other intangible assets:
Useful life	3 years 6 months
Other
Other intangible assets:
Gross carrying amount, finite-lived	$ 100	100
Accumulated Amortization	(17)	(8)
Net, finite-lived intangible assets	$ 83	$ 92
Other | Weighted average
Other intangible assets:
Useful life	5 years

Intangible Assets - Future Amor

Intangible Assets - Future Amortization (Details) $ in Thousands	Jun. 30, 2017USD ($)
Estimated annual amortization expense
2017 (remaining)	$ 21,033
2,018	42,068
2,019	42,050
2,020	41,918
2,021	41,814
Thereafter	538,434
Net, finite-lived intangible assets	$ 727,317

Accrued and Other Current Lia46

Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Payables and Accruals [Abstract]
Warrant consideration	$ 0	$ 1,080
Tax amortization benefit contingency	3,531	17,535
Working capital settlement	0	17,000
Additional consideration due seller	0	9,263
Dow settlement liability	10,000	0
Accrued compensation and benefits	6,621	6,352
Accrued rebates payable	2,223	4,701
Insurance premium financing payable	0	578
Severance	461	1,564
Accrued taxes	5,577	4,598
Other	4,533	3,695
Accrued and other current liabilities	$ 32,946	$ 66,366

Debt (Details)

Debt (Details) - USD ($)	Jul. 31, 2015	Jun. 30, 2017	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Credit facility
Less: Amounts due within one year		$ 4,250,000	$ 4,250,000		$ 15,250,000
Total long-term debt due after one year		402,877,000	402,877,000		$ 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		416,500,000	416,500,000
Amortization of deferred financing costs		600,000	1,166,000	$ 1,121,000
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	12,000,000
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		407,127,000	407,127,000		408,246,000
Less: Amounts due within one year		4,250,000	4,250,000		15,250,000
Total long-term debt due after one year		402,877,000	402,877,000		392,996,000
Debt issuance costs incurred	$ 12,900,000
Deferred issuance costs, net		9,400,000	9,400,000
Face amount	$ 425,000,000
Amortization per year (as a percent)	1.00%
Long term debt, gross		416,500,000	416,500,000
Revolving loan
Credit facility
Debt issuance costs incurred	$ 1,300,000
Maximum borrowing available	25,000,000
Long term debt, gross		0	0
Letter-of-credit sub-facility
Credit facility
Maximum borrowing available	$ 10,000,000	850,000	850,000
Letters of credit, amount outstanding		$ 0	$ 0
Effective interest rate percentage		6.53%	6.53%
Level 2 | Term loan
Credit facility
Fair value of debt		$ 410,300,000	$ 410,300,000
Prepayment due to Excess Cash Flow provision | Term loan
Credit facility
Repayments of principal in next 12 months		$ 0	$ 0		$ 11,000,000

Debt - Principal Repayments (De

Debt - Principal Repayments (Details) $ in Thousands	Jun. 30, 2017USD ($)
Schedule of principal repayments under the Term Loan
2017 (remaining)	$ 2,125
2,018	4,250
2,019	4,250
2,020	4,250
2,021	401,625
Thereafter	0
Total	$ 416,500

Other Noncurrent Liabilities (D

Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Other Non-Current Liabilities [Line Items]
Other	$ 5,772	$ 5,611
Total other noncurrent liabilities	70,857	140,833
Tax amortization benefit contingency
Other Non-Current Liabilities [Line Items]
Tax amortization benefit contingency	65,085	132,724
Deferred acquisition payment
Other Non-Current Liabilities [Line Items]
Deferred payment	$ 0	$ 2,498

Severance (Details)

Severance (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Compensation Related Costs [Abstract]
Severance expense	$ 0	$ 0	$ 0	$ 1.4
Severance liability	0.6		0.6
Severance liability, current	$ 0.5		$ 0.5

Stockholders' Equity (Details)

Stockholders' Equity (Details)	6 Months Ended
	Jun. 30, 2017votedirector$ / sharesshares	Dec. 31, 2016$ / sharesshares	Feb. 28, 2014shares
Class of Warrant or Right [Line Items]
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)	50,337,705	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
Class of Warrant or Right [Line Items]
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
Class of Warrant or Right [Line Items]
Number of warrants outstanding (in shares)			9,823,072
Private placement
Class of Warrant or Right [Line Items]
Number of warrants outstanding (in shares)			6,160,000

Stock-based Compensation (Detai

Stock-based Compensation (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-based compensation expense	$ 0.9	$ 0.7	$ 1.2	$ 1.9
Share-based compensation, nonvested awards, compensation cost not yet recognized	$ 5.7		$ 5.7
Period for recognition of compensation on unvested stock option			2 years 2 months 12 days

Earnings Per Share - Schedule o

Earnings Per Share - Schedule of Weighted Average COmmon Shares Outstanding (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Earnings Per Share [Abstract]
Basic weighted-average common shares outstanding (in shares)	49,670,621	49,279,167	49,941,993	49,294,817
Effect of dilutive options, performance stock units and restricted stock (in shares)	364,722	0	0	0
Dilute weighted-average shares outstanding (in shares)	50,035,343	49,279,167	49,941,993	49,294,817

Earnings Per Share (Details)

Earnings Per Share (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Stock options
Earnings Per Share [Line Items]
Antidilutive securities (in shares)	577,500	584,375	921,970	584,375
Restricted stock units (RSUs)
Earnings Per Share [Line Items]
Antidilutive securities (in shares)	0	606,523	934,819	606,523
Warrants | Private placement
Earnings Per Share [Line Items]
Antidilutive securities (in shares)	6,160,000	6,160,000	6,160,000	6,160,000
Warrants | Public
Earnings Per Share [Line Items]
Antidilutive securities (in shares)	9,823,072	9,823,072	9,823,072	9,823,072
Director | Restricted stock to non-directors
Earnings Per Share [Line Items]
Antidilutive securities (in shares)	0	86,016	141,957	86,016

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Apr. 04, 2017
Income Tax Contingency [Line Items]
Effective tax rate (as a percent)	118.20%	38.30%	62.20%	38.10%
Statutory rate (as a percent)	35.00%	35.00%	35.00%	35.00%
Reversal of valuation allowance	$ 15.4
Dow | Amendment agreement
Income Tax Contingency [Line Items]
Deferred tax liabilities					$ 40

Fair Value Measurements - Finan

Fair Value Measurements - Financial Instruments Measured on a Recurring Basis (Details) - Contingent consideration - Recurring - USD ($) $ in Thousands	Jan. 01, 2016	Jun. 30, 2017	Dec. 31, 2016
Financial instruments measured at fair value on a recurring basis
Total		$ 70,143	$ 153,864
Stock appreciation rights
Financial instruments measured at fair value on a recurring basis
Total		214	22
Phantom shares
Financial instruments measured at fair value on a recurring basis
Total		64	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		0	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		70,143	152,784
Level 3 | Stock appreciation rights
Financial instruments measured at fair value on a recurring basis
Total		214	22
Level 3 | Phantom shares
Financial instruments measured at fair value on a recurring basis
Total		64	4
AgroFresh Inc. | Warrant consideration
Financial instruments measured at fair value on a recurring basis
Total			1,080
AgroFresh Inc. | Tax amortization benefit contingency
Financial instruments measured at fair value on a recurring basis
Total		68,616	150,260
AgroFresh Inc. | Deferred acquisition payment
Financial instruments measured at fair value on a recurring basis
Total		1,249	2,498
AgroFresh Inc. | Level 1 | Warrant consideration
Financial instruments measured at fair value on a recurring basis
Total			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			1,080
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
AgroFresh Inc. | Level 3 | Tax amortization benefit contingency
Financial instruments measured at fair value on a recurring basis
Total		$ 68,616	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		$ 1,249	$ 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	6 Months Ended
	Jun. 30, 2017USD ($)
Contingent consideration
Financial instruments measured at Level 3 fair value on a recurring basis rollforward
Balance, beginning period	$ 152,784
Awards granted	0
Settlement of Dow liabilities	(86,931)
Accretion	5,514
Mark to market adjustment	(1,224)
Balance, ending period	70,143
Contingent consideration | Stock appreciation rights
Financial instruments measured at Level 3 fair value on a recurring basis rollforward
Balance, beginning period	22
Awards granted	0
Settlement of Dow liabilities	0
Accretion	0
Mark to market adjustment	192
Balance, ending period	214
Contingent consideration | Phantom shares
Financial instruments measured at Level 3 fair value on a recurring basis rollforward
Balance, beginning period	4
Awards granted	0
Settlement of Dow liabilities	0
Accretion	0
Mark to market adjustment	60
Balance, ending period	64
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
Awards granted	0
Settlement of Dow liabilities	(86,931)
Accretion	5,514
Mark to market adjustment	(227)
Balance, ending period	68,616
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
Awards granted	0
Settlement of Dow liabilities	0
Accretion	0
Mark to market adjustment	(1,249)
Balance, ending period	1,249
Level 2 | Term loan
Financial instruments measured at Level 3 fair value on a recurring basis
Fair value of debt	$ 410,300