AgroFresh Solutions (AGFS) 10-Q 10 May 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 06, 2016
Document and Entity Information
Entity Registrant Name	AgroFresh Solutions, Inc.
Entity Central Index Key	1,592,016
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		49,900,795
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 64,955	$ 57,765
Accounts receivable, net of allowance for doubtful accounts of $651 and $190, respectively	62,742	71,518
Inventories	23,826	44,176
Other assets	10,099	7,197
Total current assets	161,622	180,656
Noncurrent assets:
Property and equipment, net	5,799	4,606
Goodwill	62,079	56,006
Intangible assets, net	815,154	825,056
Deferred income tax assets — noncurrent	30,919	12,278
Other assets	4,784	4,072
Total assets	1,080,357	1,082,674
Current liabilities
Accounts payable	18,204	13,924
Current portion of long-term debt	4,250	4,250
Income taxes payable	2,695	1,801
Accrued expenses and other current liabilities	60,408	47,595
Total current liabilities	85,557	67,570
Noncurrent liabilities
Long-term debt	405,702	406,286
Other noncurrent liabilities	170,292	164,630
Deferred income tax liabilities — noncurrent	1,001	285
Total liabilities	$ 662,552	$ 638,771
Commitments and contingencies (see Note 17)
Stockholders’ equity
Common stock, par value $0.0001; 400,000,000 shares authorized, 50,562,176 and 49,940,548 shares issued and 49,900,795 and 49,528,214 shares outstanding at March 31, 2016 and December 31, 2015, respectively	$ 5	$ 5
Preferred stock; par value $0.0001, 1 share authorized and outstanding	0	0
Treasury stock; par value $0.0001, 661,381 and 412,334 at shares at March 31, 2016 and December 31, 2015	(3,885)	(2,397)
Additional paid-in capital	473,565	472,494
Accumulated deficit	(45,777)	(20,640)
Accumulated other comprehensive loss	(6,103)	(5,559)
Total stockholders' equity	417,805	443,903
Liabilities and Equity	$ 1,080,357	$ 1,082,674

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Allowance for doubtful accounts	$ 651,000	$ 190,000
Par value of common stock (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares outstanding	49,900,795	49,528,214
Common stock, shares issued	50,562,176	49,940,548
Preferred stock, par value (in dollar per share)	$ 0.0001
Treasury stock	661,381	412,334
Preferred stock, shares authorized	1
Preferred stock, shares outstanding	1
Treasury Stock
Par value of common stock (in dollars per share)	$ 0.0001	$ 0.0001

CONDENSED CONSOLIDATED AND COMB

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF (LOSS) INCOME - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Net sales	$ 28,411
Cost of sales (excluding amortization, shown separately below)	23,820
Gross profit	4,591
Research and development expenses	4,429
Selling, general, and administrative expenses	19,666
Amortization of intangibles	9,899
Decrease in contingent consideration	(3,100)	$ 0
Operating (loss) income	(26,303)
Other (expense) income	55
Gain on foreign currency exchange	(830)
Interest expense, net	(15,008)
(Loss) income before income taxes	(40,426)
(Benefit) provision for income taxes	(15,289)
Net (loss) income	$ (25,137)
Loss per share:
Basic (in dollars per share)	$ (0.51)
Diluted (in dollars per share)	$ (0.51)
Weighted average shares outstanding
Basic (in shares)	49,718,153
Diluted (in shares)	49,718,153
Predecessor
Net sales		32,796
Cost of sales (excluding amortization, shown separately below)		5,007
Gross profit		27,789
Research and development expenses		4,583
Selling, general, and administrative expenses		6,363
Amortization of intangibles		7,267
Decrease in contingent consideration		0
Operating (loss) income		9,576
Other (expense) income		0
Gain on foreign currency exchange		0
Interest expense, net		0
(Loss) income before income taxes		9,576
(Benefit) provision for income taxes		7,096
Net (loss) income		$ 2,480
Loss per share:
Basic (in dollars per share)		$ 0
Diluted (in dollars per share)		$ 0
Weighted average shares outstanding
Basic (in shares)		0
Diluted (in shares)		0

CONDENSED CONSOLIDATED AND COM5

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Net (loss) income	$ (25,137)
Other comprehensive (loss) income:
Foreign currency translation adjustments	(544)
Comprehensive (loss) income, net of tax	$ (25,681)
Predecessor
Net (loss) income		$ 2,480
Other comprehensive (loss) income:
Foreign currency translation adjustments		(1,334)
Comprehensive (loss) income, net of tax		$ 1,146

CONDENSED CONSOLIDATED AND COM6

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Statement of Comprehensive Income [Abstract]
Pension benefit plans, tax	$ 11	$ 0

CONDENSED CONSOLIDATED AND COM7

CONDENSED CONSOLIDATED AND COMBINED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Preferred Stock	Common Stock	Treasury Stock	Net Parent Investment	Additional Paid-in Capital	Restricted Stock [Member]	Accumulated Deficit	Accumulated Other Comprehensive Income
Balances (Predecessor) at Dec. 31, 2014	$ 234,351				$ 232,293				$ 2,058
Increase (Decrease) in Stockholders' Equity
Comprehensive income (loss) | Predecessor	1,146				2,480				(1,334)
Net transfers from parent | Predecessor	19,905				19,905
Balances (Predecessor) at Mar. 31, 2015	255,402				$ 254,678				724
Balances at Dec. 31, 2015	443,903		$ 5	$ (2,397)		$ 472,494		$ (20,640)	(5,559)
Balances (in shares) at Dec. 31, 2015		1	49,940,548	412,334
Increase (Decrease) in Stockholders' Equity
Stock-based compensation	1,071					1,071
Issuance of restricted stock (in shares)							621,628
Repurchase of stock for treasury	(1,488)			$ (1,488)		0
Repurchase of stock for treasury (in shares)				(249,047)
Comprehensive income (loss)	(25,681)							(25,137)	(544)
Balances at Mar. 31, 2016	$ 417,805		$ 5	$ (3,885)		$ 473,565		$ (45,777)	$ (6,103)
Balances (in shares) at Mar. 31, 2016		1	50,562,176	661,381

CONDENSED CONSOLIDATED AND COM8

CONDENSED CONSOLIDATED AND COMBINED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash flows from operating activities
Net (loss) income	$ (25,137)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	10,059
Accretion of contingent consideration	7,835
Decrease in contingent consideration	(3,100)	$ 0
Stock based compensation	1,071
Amortization of inventory fair value adjustment	18,505
Amortization of deferred financing costs	557	0
Deferred income taxes	(13,845)
Loss on sales of property	6
Other	981
Changes in operating assets and liabilities (net of effects of acquisition):
Accounts receivable	8,704
Inventories	1,845
Prepaid expenses and other current assets	(2,025)
Accounts payable	5,724
Accrued expenses and other liabilities	(2,124)
Income taxes payable	894
Other assets and liabilities	0
Net cash provided by (used in) operating activities	9,950
Cash flows from investing activities
Cash paid for property and equipment	(850)
Proceeds from sale of property	8
Net cash used in investing activities	(842)
Cash flows from financing activities
Repayment of term loan	(1,062)
Repurchase of stock for treasury	(1,488)	0
Cash transfers to/from parent, net	0
Net cash (used in) provided by financing activities	(2,550)
Effect of exchange rate changes on cash and cash equivalents	632
Net increase in cash and cash equivalents	7,190
Cash and cash equivalents, beginning of period	57,765
Cash and cash equivalents, end of period	64,955
Supplemental disclosures of cash flow information:
Interest	6,204
Income taxes	$ 1,691
Predecessor
Cash flows from operating activities
Net (loss) income		2,480
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		7,522
Accretion of contingent consideration		0
Decrease in contingent consideration		0
Stock based compensation		0
Amortization of inventory fair value adjustment		0
Deferred income taxes		(2,052)
Loss on sales of property		0
Other		0
Changes in operating assets and liabilities (net of effects of acquisition):
Accounts receivable		22,594
Inventories		(2,058)
Prepaid expenses and other current assets		0
Accounts payable		(740)
Accrued expenses and other liabilities		0
Income taxes payable		(41,989)
Other assets and liabilities		(5,585)
Net cash provided by (used in) operating activities		(19,828)
Cash flows from investing activities
Cash paid for property and equipment		(77)
Proceeds from sale of property		0
Net cash used in investing activities		(77)
Cash flows from financing activities
Repayment of term loan		0
Cash transfers to/from parent, net		19,905
Net cash (used in) provided by financing activities		19,905
Effect of exchange rate changes on cash and cash equivalents		0
Net increase in cash and cash equivalents		0
Cash and cash equivalents, beginning of period		0
Cash and cash equivalents, end of period		0
Supplemental disclosures of cash flow information:
Interest		0
Income taxes		$ 0

Description of Business

Description of Business	3 Months Ended
	Mar. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of Business AgroFresh Solutions, Inc. (the “Company”) is a global agricultural innovator in proprietary advanced technologies that enhance the freshness, quality and value of fresh produce. The Company currently offers SmartFresh TM applications at customer sites through a direct service model utilizing third-party contractors 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. Line extensions and new services have been introduced to strengthen the Company’s global position in post-harvest storage and to capitalize on adjacent growth opportunities in pre-harvest markets. The end markets that the Company serves are seasonal and are generally aligned with the seasonal growing patterns of the Company’s customers. For those customers growing, harvesting or storing apples, the Company’s primary target market, the peak season in the southern hemisphere is the first and second quarters of each year, while the peak season in the northern hemisphere is the third and fourth quarters of each year. Within each half-year period (i.e., January through June for the southern hemisphere, and July through December, for the northern hemisphere) the apple growing season has historically occurred during both quarters. A variety of factors, including weather, may affect the timing of the growing, harvesting and storing patterns of the Company’s customers and therefore shift the consumption of the Company’s services and products between the first and second quarters primarily in the southern hemisphere or between the third and fourth quarters primarily in the northern hemisphere. The Company was originally incorporated as Boulevard Acquisition Corp. (“Boulevard”), a blank check company, in Delaware on October 24, 2013, and was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination. On July 31, 2015, the Company completed a Business Combination (refer to Note 3) and changed its name to AgroFresh Solutions, Inc. Prior to consummation of the Business Combination, the Company’s efforts were limited to organizational activities, its initial public offering and related financings, and the search for suitable business acquisition transactions.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	The accompanying unaudited condensed consolidated and combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. These financial statements include all adjustments that are necessary for a fair presentation of the Company's consolidated results of operations, financial condition and cash flows for the periods shown, including normal, recurring accruals and other items. The consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year. For additional information, these condensed consolidated and combined financial statements should be read in conjunction with the consolidated and combined financial statements and notes included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 2015. As used in these notes to the condensed consolidated and combined financial statements, the “AgroFresh Business” refers to the business conducted prior to the closing of the Business Combination by The Dow Chemical Company (“Dow”) through a combination of wholly-owned subsidiaries and operations of Dow, including through AgroFresh Inc. in the United States. Recently Issued Accounting Guidance In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09 "Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting." This update is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is effective for companies with fiscal years beginning after December 15, 2016. The Company is currently evaluating the effects of this update. In February 2016, the FASB issued ASU 2016-02 "Leases (Topic 842)" which requires organizations to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. The guidance is effective for public companies with fiscal years beginning after December 15, 2018. The Company is currently evaluating the effects of this update. In May 2014, the FASB issued ASU 2014-9 “Revenue from Contracts with Customers.” Under the new standard, revenue is recognized at the time a good or service is transferred to a customer for the amount of consideration received for that specific good or service. Entities may use a full retrospective approach or report the cumulative effect as of the date of adoption when implementing this standard. On July 9, 2015, the FASB voted to defer the effective date of this ASU by one year to December 15, 2017, for interim and annual reporting periods beginning after that date and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. The Company is currently evaluating the effects of this update. In April 2016 the FASB issued ASU 2016-10 "Revenue from Contracts with Customers Topic 606: Identifying Performance Obligations and Licensing." This Update clarifies the implementation guidance on identifying a performance obligation and licensing and is effective on the same date as ASU 2014-09. The Company is currently evaluating the effects of this update.

Business Combination

Business Combination	3 Months Ended
	Mar. 31, 2016
Business Combinations [Abstract]
Business Combination	Business Combination On July 31, 2015 (the "Closing Date"), the Company consummated a business combination (the “Business Combination”) pursuant to the Stock Purchase Agreement, dated April 30, 2015 (the “Purchase Agreement”), by and between the Company and Dow providing for the acquisition by the Company of the AgroFresh Business (defined below) from Dow, resulting in AgroFresh Inc. becoming a wholly-owned, indirect subsidiary of the Company. Pursuant to the Purchase Agreement, the Company paid the following consideration to Rohm and Haas Company (“Rohm and Haas”), a subsidiary of Dow: (i) 17,500,000 shares of common stock (the “Stock Consideration”) and (ii) $635 million in cash (the “Cash Consideration”). The “AgroFresh Business” refers to the business conducted prior to the closing of the Business Combination by Dow through a combination of wholly-owned subsidiaries and operations of Dow, including through AgroFresh Inc. in the United States. As a result of the Business Combination, the Company was identified as the acquirer for accounting purposes, and the AgroFresh Business is the acquiree and accounting Predecessor. The Company’s financial statement presentation reflects the AgroFresh Business as the “Predecessor” for periods through the Closing Date. On the Closing Date, Boulevard was re-named AgroFresh Solutions, Inc. and is the “Successor” for periods after the Closing Date, which includes consolidation of the AgroFresh Business subsequent to the Closing Date. In addition to the Stock Consideration and the Cash Consideration, Dow is entitled to receive the following consideration: • A deferred payment from the Company of $50 million , subject to the Company’s achievement of a specified average Business EBITDA, as defined in the Purchase Agreement, over the two year period from January 1, 2016 to December 31, 2017; • 6 million of the Company's warrants to be issued on or around April 30, 2016; • 85% of the amount of the tax savings, if any, in U.S. Federal, state and local income tax or franchise tax that the Company actually realizes as a result of the increase in tax basis of the AgroFresh Inc. assets resulting from a section 338(h)(10) election that the Company and Dow made in connection with the Business Combination; and • reimbursement for any value-added or transfer taxes paid by Dow in conjunction with the transaction. In addition, pursuant to the Purchase Agreement, the amount of the Cash Consideration paid as part of the purchase price is subject to adjustment following the Closing Date based upon the working capital of the AgroFresh Business as of the Closing Date being greater or less than a target level of working capital determined in accordance with the Purchase Agreement. The Company accounted for its acquisition of the AgroFresh Business as a business combination under the scope of Accounting Standards Codification Topic ("ASC") 805, Business Combinations . Pursuant to ASC 805, the Company has been determined to be an accounting acquirer since the Company paid cash and equity consideration for all of the assets of the AgroFresh Business. The AgroFresh Business constitutes a business with inputs, processes and outputs. Accordingly, the acquisition of the AgroFresh Business constitutes the acquisition of a business in accordance with ASC 805 and is accounted for using the acquisition method. The following summarizes the purchase consideration paid to Dow: (in thousands) Calculation of Purchase Price (As Originally Reported) Measurement Period Adjustments Calculation of Purchase Price as Adjusted Cash consideration $ 635,000 $ 635,000 Stock consideration (1) 210,000 210,000 Warrant consideration (2) 19,020 19,020 Deferred payment (3) 17,172 (2,000 ) 15,172 VAT and transfer tax reimbursable to Dow (4) 9,263 9,263 Tax amortization benefit contingency (5) 145,174 11,006 156,180 Working capital payment to Dow 15,057 15,057 Total purchase price $ 1,026,366 $ 33,326 $ 1,059,692 (1) The Company issued 17,500,000 shares of common stock valued at $12.00 per share as of July 31, 2015. (2) In connection with the Business Combination, the Company entered into a Warrant Purchase Agreement whereby it agreed to issue to Dow a certain number of warrants on or about April 30, 2016. The Company calculated the fair value of the 6,000,000 warrants expected to be issued to Dow at $3.17 per warrant as of July 31, 2015. (3) Pursuant to the Purchase Agreement, the Company agreed to pay Dow a deferred payment of $50 million subject to the achievement of a specified average Business EBITDA level over the two year period from January 1, 2016 to December 31, 2017. The Company estimated the fair value of the deferred payment using the Black-Scholes option pricing model. (4) Pursuant to the Purchase Agreement, the Company was required to reimburse Dow for any value-added or transfer taxes paid by Dow in conjunction with the Business Combination. (5) In connection with the Business Combination, the Company entered into a Tax Receivables Agreement with Dow. The Company estimated the fair value of future cash payments based upon its estimate that the undiscounted cash payments to be made total approximately $343 million and are based on an estimated intangible write-up amortized over 15 years , tax effected at 37% , with each amortized amount then discounted to present value utilizing an appropriate market discount rate to arrive at the estimated fair value of the cash payments and the associated liability. The determination of the purchase price, in particular the contingent consideration, is based on preliminary valuations and is subject to final adjustment to reflect the final valuations. These final valuations could have a material impact on the preliminary determination of the total purchase price disclosed above. The Company recorded a preliminary allocation of the purchase price to the AgroFresh Business’s tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the Closing Date. The preliminary purchase price allocation is as follows: Preliminary Purchase Price Allocation (in thousands) Measurement Period Adjustments Preliminary Purchase Price Allocation (As Adjusted) Cash and cash equivalents $ 9,459 $ 9,459 Accounts receivable and other receivables 30,710 174 30,884 Inventories 129,062 (7,779 ) 121,283 Prepaid expenses and other current assets 359 617 976 Total current assets 169,590 (6,988 ) 162,602 Property and equipment 4,364 4,364 Identifiable intangible assets 836,044 5,501 841,545 Noncurrent deferred tax asset 401 10,607 11,008 Other assets 862 862 Total identifiable assets acquired 1,011,261 9,120 1,020,381 Accounts payable (364 ) (364 ) Accrued and other current liabilities (7,746 ) (1,679 ) (9,425 ) Pension and deferred compensation (712 ) 74 (638 ) Other long-term liabilities (1,823 ) (1,823 ) Current deferred tax liability — Deferred tax liability (14,772 ) 4,254 (10,518 ) Other liabilities (1,033 ) 1,033 — Net identifiable assets acquired 984,811 12,802 997,613 Goodwill 41,555 20,524 62,079 Total purchase price $ 1,026,366 $ 33,326 $ 1,059,692 The preliminary values (in thousands) allocated to identifiable intangible assets and their estimated useful lives are as follows: (in thousands, except useful life data) Fair Value Useful life Software $ 45 4 years Developed technology 757,000 12 to 22 years Customer relationships 8,000 24 years In-process research and development 39,000 Indefinite Life Service provider network 2,000 Indefinite Life Trade name 35,500 Indefinite Life Total intangible assets $ 841,545 Weighted average life of finite-lived intangible assets 19.7 The goodwill of $62.1 million arising from the Business Combination is primarily attributable to the market position of the AgroFresh Business. This goodwill is not expected to be deductible for income tax purposes. The preliminary allocation of the purchase price, as well as the preliminary purchase price, is based on the preliminary valuations performed to determine the fair value of the net assets as of the acquisition date and is subject to final adjustment to reflect the final valuations, including the final working capital settlement and the value of contingent consideration. These final valuations of the assets and liabilities could have a material impact on the preliminary purchase price allocation disclosed above. If the Company and the Agrofresh Business had combined at January 1, 2015, net sales and net loss for the three month period ended March 31, 2015 would have been approximately $32.3 million and $9.9 million on a pro forma basis. The pro forma results include on an after-tax basis, incremental interest expense of approximately $8.8 million (including accretion of contingent consideration), incremental amortization of intangibles of approximately $1.6 million and incremental G&A expense of approximately $1.6 million . The pro forma results do not include the impact of the amortization of the inventory step-up.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2016
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions The Company is a party to ongoing agreements with Dow, a related party, including, but not limited to, operating-related agreements for certain transition services, seconded employees and occupancy. The Company paid Dow an aggregate of $2.8 million for such services for the three months ending March 31, 2016 , made up of $2.3 million related to the ongoing costs of the Transition Services Agreement, $ 0.4 million for rent and $0.1 million for other expenses. As of March 31, 2016, the Company has an outstanding payable to Dow of $1.5 million , made up of $0.6 million related to the ongoing costs of the Transition Services Agreements and $0.9 million for seconded employees.

Inventories

Inventories	3 Months Ended
	Mar. 31, 2016
Inventory Disclosure [Abstract]
Inventories	Inventories Inventories at March 31, 2016 and December 31, 2015 consisted of the following: (in thousands) March 31, December 31, 2015 Raw material $ 1,164 $ 819 Work-in-process 8,702 8,142 Finished goods (1) 12,359 33,784 Supplies 1,601 1,431 Total inventories $ 23,826 $ 44,176 (1) The amount shown above includes the unamortized fair value adjustment of $12.0 million and $30.5 million at March 31, 2016 and December 31, 2015, respectively.

Property and Equipment

Property and Equipment	3 Months Ended
	Mar. 31, 2016
Property, Plant and Equipment [Abstract]
Property and Equipment	Property and equipment Property and equipment consisted of the following: (in thousands, except for useful life data) Useful life (years) March 31, December 31, Leasehold improvements 13-20 $ 533 $ 380 Equipment 1-12 3,861 3,946 Construction in progress 1,819 539 6,213 4,865 Less: accumulated depreciation (414 ) (259 ) $ 5,799 $ 4,606 Depreciation expense for the three months ended March 31, 2016 (Successor) and March 31, 2015 (Predecessor) was $0.2 million and $0.1 million , respectively. Depreciation expense is recorded in selling, general and administrative expense in the consolidated statements of (loss) income.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	3 Months Ended
	Mar. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets Disclosure [Text Block]	Estimated annual amortization expense for finite-lived intangible assets subsequent to March 31, 2016 is as follows: (in thousands) Amount 2016 (remaining) $ 29,698 2017 39,597 2018 39,597 2019 39,597 2020 39,597 Thereafter 550,508 $ 738,594

Accrued and Other Current Liabi

Accrued and Other Current Liabilities	3 Months Ended
	Mar. 31, 2016
Payables and Accruals [Abstract]
Accrued and other current liabilities	Accrued and other current liabilities The Company’s accrued and other current liabilities consisted of the following: (in thousands) March 31, December 31, 2015 Warrant consideration $ 6,000 $ 6,000 Tax amortization benefit contingency 11,797 12,332 Working capital settlement 15,057 15,057 Additional consideration due seller 9,263 — Accrued compensation and benefits 4,250 4,815 Accrued rebates payable 4,802 6,225 Insurance premium financing payable — 865 Severance 1,578 — Other 7,661 2,301 $ 60,408 $ 47,595

Debt

Debt	3 Months Ended
	Mar. 31, 2016
Debt Disclosure [Abstract]
Debt	Debt The Company’s debt consisted of the following: (in thousands) March 31, December 31, Total Term Loan outstanding $ 409,952 $ 410,536 Less: Amounts due within one year 4,250 4,250 Total long-term debt due after one year $ 405,702 $ 406,286 At March 31, 2016 , the Company assessed the amount recorded under the Term Loan (defined below) and the Revolving Loan (defined below) and determined that such amounts approximated fair value. The fair values of the debt are based on quoted inactive market prices and are therefore classified as Level 2 within the valuation hierarchy. The Term Loan is presented net of deferred costs of issuance, which are amortized using the effective interest method over the term of the Term Loan. Gross deferred issuance costs at the inception of the Term Loan were $12.9 million and as of March 31, 2016 there were $11.9 million of unamortized deferred issuance costs. Scheduled principal repayments under the Term Loan subsequent to March 31, 2016 are as follows: (in thousands) Amount 2016 (remaining) $ 3,188 2017 4,250 2018 4,250 2019 4,250 2020 4,250 Thereafter 401,625 $ 421,813 Credit Facility (Successor) On July 31, 2015, in connection with the consummation of the Business Combination, AgroFresh Inc. as the borrower and its parent, AF Solutions Holdings LLC (“AF Solutions Holdings”), a wholly-owned subsidiary of the Company, as the guarantor, entered into a Credit Agreement with Bank of Montreal, as administrative agent (the “Credit Facility”). The Credit Facility consists of a $425 million term loan (the “Term Loan”), with an amortization equal to 1.00% per year, and a $25 million revolving loan facility (the “Revolving Loan”). The Revolving Loan includes a $10 million letter-of-credit sub-facility, issuances against which reduce the available capacity for borrowing. As of March 31, 2016 , the Company has issued $2.1 million of letters of credit, against which no funds have been drawn. The Term Loan has a scheduled maturity date of July 31, 2021, and the Revolving Loan has a scheduled maturity date of July 31, 2019. The interest rates on borrowings under the facilities are either the alternate base rate plus 3.75% or LIBOR plus 4.75% per annum, with a 1.00% LIBOR floor (with step-downs in respect of borrowings under the Revolving Loans dependent upon the achievement of certain financial ratios). The obligations under the Credit Facility are secured by liens on substantially all of the assets of (a) AgroFresh Inc. and its direct wholly-owned domestic subsidiaries and (b) AF Solutions Holdings, including the common stock of AgroFresh Inc. The net proceeds of the Term Loan were used to fund a portion of the purchase price payable to Rohm and Haas in connection with the Business Combination. Amounts available under the Revolving Loan may also be used for working capital, general corporate purposes, and other uses, all as more fully set forth in the Credit Facility. As of the Closing Date the Company incurred approximately $12.9 million in debt issuance costs related to the Term Loan and $1.3 million in costs related to the Revolving Loan. The debt issuance costs associated with the Term Loan were capitalized against the principal balance of the debt, and the Revolving Loan costs were capitalized in Other Assets. All issuance costs will be accreted through interest expense for the duration of each respective debt facility. The accretion in interest expense during the three months ended March 31, 2016 was approximately $0.5 million .

Noncurrent Liabilities

Noncurrent Liabilities	3 Months Ended
	Mar. 31, 2016
Liabilities, Other than Long-term Debt, Noncurrent [Abstract]
Noncurrent Liabilities	Noncurrent Liabilities The Company’s other noncurrent liabilities consisted of the following: (in thousands) March 31, December 31, 2015 Tax amortization benefit contingency $ 144,348 $ 137,288 Deferred payment 21,133 22,700 Other 4,811 4,642 $ 170,292 $ 164,630

Severance

Severance	3 Months Ended
	Mar. 31, 2016
Compensation Related Costs [Abstract]
Severance	Severance On March 10, 2016, by mutual agreement, Thomas Macphee resigned as Chief Executive Officer and as a member of the Company's Board of Directors. In addition, Stan Howell, the Company’s President, has agreed that he will resign from such position effective on April 30, 2016. According to the terms of their respective separation agreements, the Company expensed $1.4 million in the three months ended March 31, 2016. This amount was recorded in selling, general and administration expense in the condensed consolidated and combined statement of loss.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2016
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Stockholders’ Equity The authorized common stock of the Company consists of 400,000,000 shares. Holders of the Company’s common stock are entitled to one vote for each share of common stock. As of March 31, 2016, there were 50,562,176 shares of common stock issued. As of March 31, 2016, there were warrants to purchase 15,983,072 shares of the Company’s common stock outstanding at a strike price of $11.50 . Of the 15,983,072 warrants, 9,823,072 (net of the 1,201,928 warrants repurchased) 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	3 Months Ended
	Mar. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-Based Compensation	ring the three months ended March 31, 2016, the Company recognized $1.2 million , in stock-based compensation expense which was allocated to cost of goods sold, selling, general and administrative expenses, and research and development expenses. At March 31, 2016 , there was $4.9 million of unrecognized compensation cost relating to outstanding unvested equity instruments expected to be recognized over the weighted average period of 2.4 years. Pursuant to the separations of the Company's Chief Executive Officer and President as described in Note 11, the Company has recorded a net charge of $0.6 million for the modification and vesting of the restricted stock awards less compensation previously recognized on forfeited options.

Earnings Per Share

Earnings Per Share	3 Months Ended
	Mar. 31, 2016
Earnings Per Share [Abstract]
Earnings Per Share	Earnings Per Share Basic income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. In computing dilutive income (loss) per share, basic income (loss) per share is adjusted for the assumed issuance of all potentially dilutive share-based awards, including warrants, restricted stock units, performance share units, and convertible preferred stock. The following represents amounts that could potentially dilute basic earnings per share in the future: Stock-based compensation awards (1) : Stock options 584,375 Restricted stock units 343,753 Restricted stock to directors 21,784 Warrants: Private placement warrants 6,160,000 Public warrants 9,823,072 (1) SARs and Phantom Options are payable in cash and will have no impact on number of shares outstanding Warrants are considered anti-dilutive and excluded when the exercise price exceeds the average market value of the Company’s common stock price during the applicable period. Performance share units are considered anti-dilutive if the performance targets upon which the issuance of the shares is contingent have not been achieved and the respective performance period has not been completed as of the end of the current period.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2016
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The effective tax rate for the three months ended March 31, 2016 was 37.8% (Successor), compared to the first three months of 2015 of 74.1% (Predecessor). The effective tax rate for the three months ended March 31, 2016 (Successor) differs from the US statutory tax rate of 35% . due to state income taxes and certain non-deductible expenses. With respect to the Predecessor period, the effective tax rate in the prior period was unfavorably impacted by an increase in valuation allowances in certain foreign jurisdictions where the Company incurred net operating losses and would not be able to receive tax benefit from such losses, thus increasing the overall effective tax rate.

Segments

Segments	3 Months Ended
	Mar. 31, 2016
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]
Segments	Segments The authoritative guidance for disclosures about segments of an enterprise establishes standards for reporting information about segments. It defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. Our chief operating decision-makers are considered to be our interim Principal Executive Officers. We currently operate and manage our business as a single reportable segment. Our interim Principal Executive Officers allocate resources and assesses performance of the business at the consolidated level. Accordingly, we consider ourselves to be in a single operating and reportable segment structure.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies The Company is currently involved in various claims and legal actions that arise in the ordinary course of business. The Company has recorded reserves for loss contingencies based on the specific circumstances of each case. Such reserves are recorded when it is probable that a loss has been incurred as of the balance sheet date and can be reasonably estimated. Although the results of litigation and claims can never be predicted with certainty, the Company does not believe that the ultimate resolution of these actions will have any material adverse effect on the Company’s business, financial condition or results of operations. Purchase Commitments The Company has various purchasing contracts for contract manufacturing and research and development services which are based on the requirements of the business. Generally, the contracts are at prices not in excess of current market price and do not commit the business to obligations outside the normal customary terms for similar contracts.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2016
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements Liabilities Measured at Fair Value on a Recurring Basis The following table presents the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis as of March 31, 2016 and December 31, 2015. (in thousands) Level 1 Level 2 Level 3 Total Warrant consideration (1) — 6,000 — 6,000 Tax amortization benefit contingency (2) — — 156,145 156,145 Deferred acquisition payment (3) — — 21,133 21,133 Total $ — $ 6,000 $ 177,278 $ 183,278 (in thousands) Level 1 Level 2 Level 3 Total Warrant consideration (1) — 6,000 — 6,000 Tax amortization benefit contingency (2) — — 149,620 149,620 Deferred acquisition payment (3) — — 22,700 22,700 Total $ — $ 6,000 $ 172,320 $ 178,320 (1) These liabilities relate to warrants to purchase the Company's common stock and future obligations to deliver additional such warrants in relation to the Business Combination. The inputs used in the fair value measurement were directly observable quoted prices for identical assets in an inactive market. (2) The fair value of the tax amortization benefit contingency is measured using an income approach based on the Company's best estimate of the undiscounted cash payments to be made, tax effected at 37% and discounted to present value utilizing an appropriate market discount rate. The valuation technique used did not change during the three months ended March 31, 2016. (3) The fair value of the deferred acquisition payment is measured using a Black-Scholes option pricing model and based on the Company's best estimate of the Company's average Business EBITDA, as defined in the Purchase Agreement, over the two year period from January 1, 2016 to December 31, 2017. The valuation technique used did not change during the three months ended March 31, 2016. Changes in Financial Instruments Measured at Level 3 Fair Value on a Recurring Basis The following tables present the changes during the periods presented in the Company's Level 3 financial instruments that are measured at fair value on a recurring basis. These instruments relate to contingent consideration payable to Dow in connection with the Business Combination. (in thousands) Tax amortization benefit contingency Deferred acquisition payment Total Balance, December 31, 2015 $ 149,620 $ 22,700 $ 172,320 Measurement period adjustment 2,223 (2,000 ) 223 Accretion 4,302 3,533 7,835 Mark to market adjustment — (3,100 ) (3,100 ) Balance March 31, 2016 $ 156,145 $ 21,133 $ 177,278

Basis of Presentation and Sum27

Basis of Presentation and Summary of Significant Accounting Policies (Policy)	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
Basis of Presentation	The accompanying unaudited condensed consolidated and combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. These financial statements include all adjustments that are necessary for a fair presentation of the Company's consolidated results of operations, financial condition and cash flows for the periods shown, including normal, recurring accruals and other items. The consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year. For additional information, these condensed consolidated and combined financial statements should be read in conjunction with the consolidated and combined financial statements and notes included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 2015. As used in these notes to the condensed consolidated and combined financial statements, the “AgroFresh Business” refers to the business conducted prior to the closing of the Business Combination by The Dow Chemical Company (“Dow”) through a combination of wholly-owned subsidiaries and operations of Dow, including through AgroFresh Inc. in the United States.
Recently Issued Accounting Guidance	Recently Issued Accounting Guidance In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09 "Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting." This update is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is effective for companies with fiscal years beginning after December 15, 2016. The Company is currently evaluating the effects of this update. In February 2016, the FASB issued ASU 2016-02 "Leases (Topic 842)" which requires organizations to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. The guidance is effective for public companies with fiscal years beginning after December 15, 2018. The Company is currently evaluating the effects of this update. In May 2014, the FASB issued ASU 2014-9 “Revenue from Contracts with Customers.” Under the new standard, revenue is recognized at the time a good or service is transferred to a customer for the amount of consideration received for that specific good or service. Entities may use a full retrospective approach or report the cumulative effect as of the date of adoption when implementing this standard. On July 9, 2015, the FASB voted to defer the effective date of this ASU by one year to December 15, 2017, for interim and annual reporting periods beginning after that date and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. The Company is currently evaluating the effects of this update. In April 2016 the FASB issued ASU 2016-10 "Revenue from Contracts with Customers Topic 606: Identifying Performance Obligations and Licensing." This Update clarifies the implementation guidance on identifying a performance obligation and licensing and is effective on the same date as ASU 2014-09. The Company is currently evaluating the effects of this update.

Business Combination (Tables)

Business Combination (Tables)	3 Months Ended
	Mar. 31, 2016
Business Combinations [Abstract]
Summary of purchase consideration transferred	The following summarizes the purchase consideration paid to Dow: (in thousands) Calculation of Purchase Price (As Originally Reported) Measurement Period Adjustments Calculation of Purchase Price as Adjusted Cash consideration $ 635,000 $ 635,000 Stock consideration (1) 210,000 210,000 Warrant consideration (2) 19,020 19,020 Deferred payment (3) 17,172 (2,000 ) 15,172 VAT and transfer tax reimbursable to Dow (4) 9,263 9,263 Tax amortization benefit contingency (5) 145,174 11,006 156,180 Working capital payment to Dow 15,057 15,057 Total purchase price $ 1,026,366 $ 33,326 $ 1,059,692 (1) The Company issued 17,500,000 shares of common stock valued at $12.00 per share as of July 31, 2015. (2) In connection with the Business Combination, the Company entered into a Warrant Purchase Agreement whereby it agreed to issue to Dow a certain number of warrants on or about April 30, 2016. The Company calculated the fair value of the 6,000,000 warrants expected to be issued to Dow at $3.17 per warrant as of July 31, 2015. (3) Pursuant to the Purchase Agreement, the Company agreed to pay Dow a deferred payment of $50 million subject to the achievement of a specified average Business EBITDA level over the two year period from January 1, 2016 to December 31, 2017. The Company estimated the fair value of the deferred payment using the Black-Scholes option pricing model. (4) Pursuant to the Purchase Agreement, the Company was required to reimburse Dow for any value-added or transfer taxes paid by Dow in conjunction with the Business Combination. (5) In connection with the Business Combination, the Company entered into a Tax Receivables Agreement with Dow. The Company estimated the fair value of future cash payments based upon its estimate that the undiscounted cash payments to be made total approximately $343 million and are based on an estimated intangible write-up amortized over 15 years , tax effected at 37% , with each amortized amount then discounted to present value utilizing an appropriate market discount rate to arrive at the estimated fair value of the cash payments and the associated liability.
Purchase price allocation	The preliminary purchase price allocation is as follows: Preliminary Purchase Price Allocation (in thousands) Measurement Period Adjustments Preliminary Purchase Price Allocation (As Adjusted) Cash and cash equivalents $ 9,459 $ 9,459 Accounts receivable and other receivables 30,710 174 30,884 Inventories 129,062 (7,779 ) 121,283 Prepaid expenses and other current assets 359 617 976 Total current assets 169,590 (6,988 ) 162,602 Property and equipment 4,364 4,364 Identifiable intangible assets 836,044 5,501 841,545 Noncurrent deferred tax asset 401 10,607 11,008 Other assets 862 862 Total identifiable assets acquired 1,011,261 9,120 1,020,381 Accounts payable (364 ) (364 ) Accrued and other current liabilities (7,746 ) (1,679 ) (9,425 ) Pension and deferred compensation (712 ) 74 (638 ) Other long-term liabilities (1,823 ) (1,823 ) Current deferred tax liability — Deferred tax liability (14,772 ) 4,254 (10,518 ) Other liabilities (1,033 ) 1,033 — Net identifiable assets acquired 984,811 12,802 997,613 Goodwill 41,555 20,524 62,079 Total purchase price $ 1,026,366 $ 33,326 $ 1,059,692
Intangible assets acquired and useful lives	The preliminary values (in thousands) allocated to identifiable intangible assets and their estimated useful lives are as follows: (in thousands, except useful life data) Fair Value Useful life Software $ 45 4 years Developed technology 757,000 12 to 22 years Customer relationships 8,000 24 years In-process research and development 39,000 Indefinite Life Service provider network 2,000 Indefinite Life Trade name 35,500 Indefinite Life Total intangible assets $ 841,545 Weighted average life of finite-lived intangible assets 19.7

Inventories (Tables)

Inventories (Tables)	3 Months Ended
	Mar. 31, 2016
Inventory Disclosure [Abstract]
Schedule of Inventory	Inventories at March 31, 2016 and December 31, 2015 consisted of the following: (in thousands) March 31, December 31, 2015 Raw material $ 1,164 $ 819 Work-in-process 8,702 8,142 Finished goods (1) 12,359 33,784 Supplies 1,601 1,431 Total inventories $ 23,826 $ 44,176 (1) The amount shown above includes the unamortized fair value adjustment of $12.0 million and $30.5 million at March 31, 2016 and December 31, 2015, respectively.

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2016
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment [Table Text Block]	Property and equipment consisted of the following: (in thousands, except for useful life data) Useful life (years) March 31, December 31, Leasehold improvements 13-20 $ 533 $ 380 Equipment 1-12 3,861 3,946 Construction in progress 1,819 539 6,213 4,865 Less: accumulated depreciation (414 ) (259 ) $ 5,799 $ 4,606

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of changes in the carrying amount of goodwill	Changes in the carrying amount of goodwill for the three months ended March 31, 2016 are as follows: (in thousands) Goodwill Balance as of December 31, 2015 $ 56,006 Measurement-period adjustments 6,073 Balance as of March 31, 2016 $ 62,079
Schedule of other intangible assets	The Company’s other intangible assets at March 31, 2016 and December 31, 2015 consisted of the following: March 31, 2016 December 31, 2015 (in thousands) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Other intangible assets: Developed technology $ 757,000 $ (26,176 ) $ 730,824 $ 757,000 $ (16,360 ) $ 740,640 In-process research and development 39,000 — 39,000 39,000 — 39,000 Trade name 35,500 — 35,500 35,500 — 35,500 Service provider network 2,000 — 2,000 2,000 — 2,000 Customer relationships 8,000 (222 ) 7,778 8,000 (139 ) 7,861 Software 60 (8 ) 52 60 (5 ) 55 Total intangible assets $ 841,560 $ (26,406 ) $ 815,154 $ 841,560 $ (16,504 ) $ 825,056
Schedule of other intangible assets	The Company’s other intangible assets at March 31, 2016 and December 31, 2015 consisted of the following: March 31, 2016 December 31, 2015 (in thousands) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Other intangible assets: Developed technology $ 757,000 $ (26,176 ) $ 730,824 $ 757,000 $ (16,360 ) $ 740,640 In-process research and development 39,000 — 39,000 39,000 — 39,000 Trade name 35,500 — 35,500 35,500 — 35,500 Service provider network 2,000 — 2,000 2,000 — 2,000 Customer relationships 8,000 (222 ) 7,778 8,000 (139 ) 7,861 Software 60 (8 ) 52 60 (5 ) 55 Total intangible assets $ 841,560 $ (26,406 ) $ 815,154 $ 841,560 $ (16,504 ) $ 825,056
Estimated annual amortization expense for finite-lived intangible assets	7. Goodwill and Intangible Assets Changes in the carrying amount of goodwill for the three months ended March 31, 2016 are as follows: (in thousands) Goodwill Balance as of December 31, 2015 $ 56,006 Measurement-period adjustments 6,073 Balance as of March 31, 2016 $ 62,079 The Company’s other intangible assets at March 31, 2016 and December 31, 2015 consisted of the following: March 31, 2016 December 31, 2015 (in thousands) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Other intangible assets: Developed technology $ 757,000 $ (26,176 ) $ 730,824 $ 757,000 $ (16,360 ) $ 740,640 In-process research and development 39,000 — 39,000 39,000 — 39,000 Trade name 35,500 — 35,500 35,500 — 35,500 Service provider network 2,000 — 2,000 2,000 — 2,000 Customer relationships 8,000 (222 ) 7,778 8,000 (139 ) 7,861 Software 60 (8 ) 52 60 (5 ) 55 Total intangible assets $ 841,560 $ (26,406 ) $ 815,154 $ 841,560 $ (16,504 ) $ 825,056 The weighted-average amortization period for the finite-lived intangible assets is 19.3 years. The weighted-average amortization period for developed technology, customer relationships and software is 19.2 , 23.8 and 3.6 years, respectively. Goodwill and intangible assets at March 31, 2016 are based on the preliminary purchase price allocation of the AgroFresh Business, which is based on preliminary valuations performed to determine the fair value of the acquired assets as of the acquisition date. The amounts allocated to goodwill and other intangible assets are subject to final adjustment to reflect the final valuations. These final valuations could have a material impact on other intangible assets and goodwill. See Note 3 for further discussion of the acquisition of the AgroFresh Business. Estimated annual amortization expense for finite-lived intangible assets subsequent to March 31, 2016 is as follows: (in thousands) Amount 2016 (remaining) $ 29,698 2017 39,597 2018 39,597 2019 39,597 2020 39,597 Thereafter 550,508 $ 738,594

Accrued and Other Current Lia32

Accrued and Other Current Liabilities (Tables)	3 Months Ended
	Mar. 31, 2016
Payables and Accruals [Abstract]
Accrued and other current liabilities	The Company’s accrued and other current liabilities consisted of the following: (in thousands) March 31, December 31, 2015 Warrant consideration $ 6,000 $ 6,000 Tax amortization benefit contingency 11,797 12,332 Working capital settlement 15,057 15,057 Additional consideration due seller 9,263 — Accrued compensation and benefits 4,250 4,815 Accrued rebates payable 4,802 6,225 Insurance premium financing payable — 865 Severance 1,578 — Other 7,661 2,301 $ 60,408 $ 47,595

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2016
Debt Disclosure [Abstract]
Schedule of debt	The Company’s debt consisted of the following: (in thousands) March 31, December 31, Total Term Loan outstanding $ 409,952 $ 410,536 Less: Amounts due within one year 4,250 4,250 Total long-term debt due after one year $ 405,702 $ 406,286
Schedule of principal repayments under the Term Loan	Scheduled principal repayments under the Term Loan subsequent to March 31, 2016 are as follows: (in thousands) Amount 2016 (remaining) $ 3,188 2017 4,250 2018 4,250 2019 4,250 2020 4,250 Thereafter 401,625 $ 421,813

Noncurrent Liabilities (Tables)

Noncurrent Liabilities (Tables)	3 Months Ended
	Mar. 31, 2016
Liabilities, Other than Long-term Debt, Noncurrent [Abstract]
Other Non-Current Liabilities	The Company’s other noncurrent liabilities consisted of the following: (in thousands) March 31, December 31, 2015 Tax amortization benefit contingency $ 144,348 $ 137,288 Deferred payment 21,133 22,700 Other 4,811 4,642 $ 170,292 $ 164,630

Earnings Per Share (Tables)

Earnings Per Share (Tables)	3 Months Ended
	Mar. 31, 2016
Earnings Per Share [Abstract]
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]	The following represents amounts that could potentially dilute basic earnings per share in the future: Stock-based compensation awards (1) : Stock options 584,375 Restricted stock units 343,753 Restricted stock to directors 21,784 Warrants: Private placement warrants 6,160,000 Public warrants 9,823,072 (1) SARs and Phantom Options are payable in cash and will have no impact on number of shares outstanding

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2016
Fair Value Disclosures [Abstract]
Tabular disclosure of financial instruments measured at fair value on a recurring basis	The following table presents the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis as of March 31, 2016 and December 31, 2015. (in thousands) Level 1 Level 2 Level 3 Total Warrant consideration (1) — 6,000 — 6,000 Tax amortization benefit contingency (2) — — 156,145 156,145 Deferred acquisition payment (3) — — 21,133 21,133 Total $ — $ 6,000 $ 177,278 $ 183,278 (in thousands) Level 1 Level 2 Level 3 Total Warrant consideration (1) — 6,000 — 6,000 Tax amortization benefit contingency (2) — — 149,620 149,620 Deferred acquisition payment (3) — — 22,700 22,700 Total $ — $ 6,000 $ 172,320 $ 178,320 (1) These liabilities relate to warrants to purchase the Company's common stock and future obligations to deliver additional such warrants in relation to the Business Combination. The inputs used in the fair value measurement were directly observable quoted prices for identical assets in an inactive market. (2) The fair value of the tax amortization benefit contingency is measured using an income approach based on the Company's best estimate of the undiscounted cash payments to be made, tax effected at 37% and discounted to present value utilizing an appropriate market discount rate. The valuation technique used did not change during the three months ended March 31, 2016. (3) The fair value of the deferred acquisition payment is measured using a Black-Scholes option pricing model and based on the Company's best estimate of the Company's average Business EBITDA, as defined in the Purchase Agreement, over the two year period from January 1, 2016 to December 31, 2017. The valuation technique used did not change during the three months ended March 31, 2016.
Changes in Financial Instruments Measured at Level 3 Fair Value on a Recurring Basis	The following tables present the changes during the periods presented in the Company's Level 3 financial instruments that are measured at fair value on a recurring basis. These instruments relate to contingent consideration payable to Dow in connection with the Business Combination. (in thousands) Tax amortization benefit contingency Deferred acquisition payment Total Balance, December 31, 2015 $ 149,620 $ 22,700 $ 172,320 Measurement period adjustment 2,223 (2,000 ) 223 Accretion 4,302 3,533 7,835 Mark to market adjustment — (3,100 ) (3,100 ) Balance March 31, 2016 $ 156,145 $ 21,133 $ 177,278

Description of Business (Detail

Description of Business (Details)	Mar. 31, 2016country
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating countries (over 40)	40

Business Combination (Details)

Business Combination (Details) - USD ($) $ in Thousands	Apr. 30, 2016	Jul. 31, 2015	Jul. 31, 2015	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Business Acquisition [Line Items]
Goodwill				$ 62,079		$ 56,006
Pro forma sales					$ 32,300
Pro forma net income (expense)					9,900
AgroFresh Inc.
Business Acquisition [Line Items]
Cash consideration		$ 635,000	$ 635,000	635,000
Contingent consideration		$ 50,000	50,000
Period over which earnout is measured		2 years
Goodwill		$ 41,555	41,555	$ 62,079
Tax Receivables Agreement Entered In Connection With Business Combination | AgroFresh Inc.
Business Acquisition [Line Items]
Percentage of any tax savings owed to seller		85.00%
Warrant Purchase Agreement Entered In Connection With Business Combination | AgroFresh Inc.
Business Acquisition [Line Items]
Number of shares issued as consideration		6,000,000
Contingent Consideration For Achievement Of Specified Average Adjusted Ebitda | AgroFresh Inc.
Business Acquisition [Line Items]
Contingent consideration		$ 50,000	$ 50,000
Period over which earnout is measured		2 years
Common Stock | AgroFresh Inc.
Business Acquisition [Line Items]
Number of shares issued as consideration		17,500,000
Subsequent Event | Warrant Purchase Agreement Entered In Connection With Business Combination | Warrant Purchase Agreement Entered In Connection With Business Combination | AgroFresh Inc.
Business Acquisition [Line Items]
Number of shares issued as consideration	6,000,000
Interest Expense [Member]
Business Acquisition [Line Items]
Pro forma net income (expense)					(8,800)
Amortization of Intangibles [Member]
Business Acquisition [Line Items]
Pro forma net income (expense)					(1,600)
General and Administrative Expense [Member]
Business Acquisition [Line Items]
Pro forma net income (expense)					$ (1,600)

Business Combination (Details 2

Business Combination (Details 2) - USD ($) $ / shares in Units, $ in Thousands	Jul. 31, 2015	Jul. 31, 2015	Mar. 31, 2016
Purchase consideration
VAT and transfer tax reimbursable to Dow (4)			$ 9,263
Working capital payment to Dow			15,057
AgroFresh Inc.
Purchase consideration
Cash consideration	$ 635,000	$ 635,000	635,000
Stock consideration (1)		210,000	210,000
Warrant consideration (2)		19,020	19,020
Deferred payment, adjustment			(2,000)
VAT and transfer tax reimbursable to Dow, adjustment			9,263
Tax amortization benefit contingency, adjustment			11,006
Working capital payment to Dow, Adjustment			15,057
Total purchase price		1,026,366	1,059,692
Total purchase price, adjustment			33,326
Contingent consideration	$ 50,000	50,000
Period over which earnout is measured	2 years
AgroFresh Inc. | Contingent Consideration For Achievement Of Specified Average Adjusted Ebitda
Purchase consideration
Deferred payment (3)		17,172	15,172
Contingent consideration	$ 50,000	50,000
Period over which earnout is measured	2 years
AgroFresh Inc. | Contingent Consideration Under Tax Receivables Agreement
Purchase consideration
Tax amortization benefit contingency (5)		145,174	$ 156,180
Contingent consideration	$ 343,000	$ 343,000
Period of amortization on estimated intangible write-up (in years)	15 years
Tax effect rate (as a percent)	37.00%
AgroFresh Inc. | Common Stock
Purchase consideration
Number of shares issued as consideration	17,500,000
Issue price of stock (in dollars per share)	$ 12	$ 12
AgroFresh Inc. | Warrant Purchase Agreement Entered In Connection With Business Combination
Purchase consideration
Number of shares issued as consideration	6,000,000
Issue price of warrants (in dollars per share)	$ 3.17

Business Combination (Details 3

Business Combination (Details 3) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015	Jul. 31, 2015
Preliminary purchase price allocation
Goodwill	$ 62,079	$ 56,006
AgroFresh Inc.
Preliminary purchase price allocation
Cash and cash equivalents	9,459		$ 9,459
Accounts receivable and other receivables	30,884		30,710
Accounts receivable and other receivables, adjustmentt	174
Inventories	121,283		129,062
Inventories, adjustment	(7,779)
Prepaid expenses and other current assets	976		359
Prepaid expenses and other current assets, adjustment	617
Total current assets	162,602		169,590
Total current assets, adjustment	(6,988)
Property and equipment	4,364		4,364
Identifiable intangible assets	841,545		836,044
Identifiable intangible assets, adjustment	5,501
Noncurrent deferred tax asset	11,008		401
Noncurrent deferred tax asset, adjustment	10,607
Other assets	862		862
Total identifiable assets acquired	1,020,381		1,011,261
Total identifiable assets acquired, adjustment	9,120
Accounts payable	(364)		(364)
Accrued and other current liabilities	(9,425)		(7,746)
Accrued and other current liabilities, adjustment	(1,679)
Pension and deferred compensation	(638)		(712)
Pension and deferred compensation, adjustment	74
Other long-term liabilities	(1,823)		(1,823)
Current deferred tax liability	0
Deferred tax liability	(10,518)		(14,772)
Deferred tax liability, adjustment	4,254
Other liabilities	0		(1,033)
Other liabilities, adjustment	1,033
Net identifiable assets acquired	997,613		984,811
Net identifiable assets acquired, adjustment	12,802
Goodwill	62,079		41,555
Goodwill, adjustment	20,524
Total purchase price	1,059,692		$ 1,026,366
Total purchase price, adjustment	$ 33,326

Business Combination (Details 4

Business Combination (Details 4) - AgroFresh Inc. - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Jul. 31, 2015
Business Acquisition [Line Items]
Total intangible assets	$ 841,545	$ 836,044
Weighted average life of finite-lived intangible assets	19 years 8 months 12 days
In process research and development
Business Acquisition [Line Items]
Indefinite-lived intangibles	$ 39,000
Service provider network
Business Acquisition [Line Items]
Indefinite-lived intangibles	2,000
Trade name
Business Acquisition [Line Items]
Indefinite-lived intangibles	35,500
Computer Software, Intangible Asset
Business Acquisition [Line Items]
Finite-lived intangibles	$ 45
Useful life (in years)	4 years
Developed Technology Rights
Business Acquisition [Line Items]
Finite-lived intangibles	$ 757,000
Developed Technology Rights | Minimum
Business Acquisition [Line Items]
Useful life (in years)	12 years
Developed Technology Rights | Maximum
Business Acquisition [Line Items]
Useful life (in years)	22 years
Customer relationships
Business Acquisition [Line Items]
Finite-lived intangibles	$ 8,000
Useful life (in years)	24 years

Related Party Transactions (Det

Related Party Transactions (Details) - Dow $ in Millions	3 Months Ended
	Mar. 31, 2016USD ($)
Related party transactions
Payment amount for services	$ 2.8
Outstanding payable	1.5
Ongoing costs of the Transition Services Agreement
Related party transactions
Payment amount for services	2.3
Other expenses
Related party transactions
Outstanding payable	0.6
Seconded employees
Related party transactions
Outstanding payable	0.9
Rent | Ongoing costs of the Transition Services Agreement
Related party transactions
Payment amount for services	0.4
Other Expense | Ongoing costs of the Transition Services Agreement
Related party transactions
Payment amount for services	$ 0.1

Inventories (Detail)

Inventories (Detail) - USD ($) $ in Thousands		Mar. 31, 2016	Dec. 31, 2015
Inventory [Line Items]
Raw material		$ 1,164	$ 819
Work-in-process		8,702	8,142
Finished goods	[1]	12,359	33,784
Supplies		1,601	1,431
Total inventories		23,826	44,176
Inventory fair value adjustments		$ 12,000
Predecessor
Inventory [Line Items]
Inventory fair value adjustments			$ 30,500
[1]	The amount shown above includes the unamortized fair value adjustment of $12.0 million and $30.5 million at March 31, 2016 and December 31, 2015, respectively.

Property and Equipment (Detail)

Property and Equipment (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Sep. 30, 2015	Mar. 31, 2015	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 6,213			$ 4,865
Less: accumulated depreciation	(414)			(259)
Property and equipment, net	5,799			4,606
Selling, General and Administrative Expenses
Property, Plant and Equipment [Line Items]
Depreciation expense	200
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	533			380
Leasehold improvements | Minimum
Property, Plant and Equipment [Line Items]
Useful life (in years)		13 years
Leasehold improvements | Maximum
Property, Plant and Equipment [Line Items]
Useful life (in years)		20 years
Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,861			3,946
Equipment | Minimum
Property, Plant and Equipment [Line Items]
Useful life (in years)		1 year
Equipment | Maximum
Property, Plant and Equipment [Line Items]
Useful life (in years)		12 years
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,819			$ 539
Predecessor | Selling, General and Administrative Expenses
Property, Plant and Equipment [Line Items]
Depreciation expense			$ 100

Goodwill and Intangible Asset45

Goodwill and Intangible Assets (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Goodwill
Carrying amount of goodwill	$ 56,006
Measurement-period adjustments	6,073
Carrying amount of goodwill	62,079
Other intangible assets:
Total intangible assets	841,560	$ 841,560
Accumulated Amortization	(26,406)	(16,504)
Net, finite-lived	738,594
Total intangible assets, net	$ 815,154	825,056
Weighted average
Other intangible assets:
Useful life (in years)	19 years 3 months 11 days
In process research and development
Other intangible assets:
Gross carrying amount, indefinite-lived	$ 39,000	39,000
Trade name
Other intangible assets:
Gross carrying amount, indefinite-lived	35,500	35,500
Service provider network
Other intangible assets:
Gross carrying amount, indefinite-lived	2,000	2,000
Developed Technology Rights
Other intangible assets:
Gross carrying amount, finite-lived	757,000	757,000
Accumulated Amortization	(26,176)	(16,360)
Net, finite-lived	$ 730,824	740,640
Developed Technology Rights | Weighted average
Other intangible assets:
Useful life (in years)	19 years 2 months 23 days
Customer relationships
Other intangible assets:
Gross carrying amount, finite-lived	$ 8,000	8,000
Accumulated Amortization	(222)	(139)
Net, finite-lived	$ 7,778	7,861
Customer relationships | Weighted average
Other intangible assets:
Useful life (in years)	23 years 9 months 29 days
Software
Other intangible assets:
Gross carrying amount, finite-lived	$ 60	60
Accumulated Amortization	(8)	(5)
Net, finite-lived	$ 52	$ 55
Software | Weighted average
Other intangible assets:
Useful life (in years)	3 years 6 months 29 days

Goodwill and Intangible Asset46

Goodwill and Intangible Assets (Details 2) $ in Thousands	Mar. 31, 2016USD ($)
Estimated annual amortization expense
2016 (remaining)	$ 29,698
2,017	39,597
2,018	39,597
2,019	39,597
2,020	39,597
Thereafter	550,508
Net, finite-lived	$ 738,594

Accrued and Other Current Lia47

Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Payables and Accruals [Abstract]
Warrant consideration	$ 6,000	$ 6,000
Tax amortization benefit contingency	11,797	12,332
Working capital settlement	15,057	15,057
Additional consideration due seller	9,263	0
Accrued compensation and benefits	4,250	4,815
Accrued rebates payable	4,802	6,225
Insurance premium financing payable	0	865
Severance	1,578	0
Other	7,661	2,301
Accrued and other current liabilities	$ 60,408	$ 47,595

Debt (Details)

Debt (Details) - USD ($) $ in Thousands	Jul. 31, 2015	Mar. 31, 2016	Dec. 31, 2015
Credit facility
Less: Amounts due within one year		$ 4,250	$ 4,250
Total long-term debt due after one year		405,702	406,286
Accretion of debt financing costs included in interest expense		500
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		409,952	410,536
Less: Amounts due within one year		4,250	4,250
Total long-term debt due after one year		405,702	$ 406,286
Debt issuance costs incurred	$ 12,900
Deferred issuance costs, net		11,900
Face amount	$ 425,000
Amortization per year (as a percent)	1.00%
Revolving loan
Credit facility
Debt issuance costs incurred	$ 1,300
Maximum borrowing available	25,000
Letter-of-credit sub-facility
Credit facility
Maximum borrowing available	$ 10,000
Letters of credit outstanding		2,100
Credit facility amount outstanding		$ 0

Debt (Details 2)

Debt (Details 2) $ in Thousands	Mar. 31, 2016USD ($)
Schedule of principal repayments under the Term Loan
2016 (remaining)	$ 3,188
2,017	4,250
2,018	4,250
2,019	4,250
2,020	4,250
Thereafter	401,625
Total	$ 421,813

Noncurrent Liabilities (Details

Noncurrent Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Other Non-Current Liabilities [Line Items]
Other	$ 4,811	$ 4,642
Other noncurrent liabilities	170,292	164,630
Contingent Consideration Under Tax Receivables Agreement
Other Non-Current Liabilities [Line Items]
Contingent consideration	144,348	137,288
Contingent Consideration For Achievement Of Specified Average Adjusted Ebitda
Other Non-Current Liabilities [Line Items]
Contingent consideration	$ 21,133	$ 22,700

Severance (Details)

Severance (Details) $ in Millions	3 Months Ended
	Mar. 31, 2016USD ($)
Selling, General and Administrative Expenses | Chief Executive Officer and President
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Officers' compensation	$ 1.4

Stockholders' Equity (Details)

Stockholders' Equity (Details)	1 Months Ended	3 Months Ended
	Jul. 31, 2015shares	Mar. 31, 2016itemdirector$ / sharesshares	Dec. 31, 2015shares
Stockholders' Equity
Authorized common stock (in shares)		400,000,000	400,000,000
Number of votes entitled by holders of common stock for each share of common stock | item		1
Common stock, shares issued		50,562,176	49,940,548
Common stock, shares outstanding		49,900,795	49,528,214
Number of shares issuable upon exercise of warrants		15,983,072
Exercise price (in dollars per share) | $ / shares		$ 11.50
Number of warrants outstanding		15,983,072
Rohm and Haas
Stockholders' Equity
Number of shares of Series A Preferred Stock issued as condition to consummation of business combination	1
Number of directors preferred stockholder is entitled to appoint if minimum ownership percentage of common stock is maintained | director		1
Minimum percentage of outstanding shares of voting and non-voting common stock to be held to entitle preferred stockholder to appoint director		10.00%
Public
Stockholders' Equity
Number of warrants outstanding		9,823,072
Number of warrants repurchased		1,201,928
Private placement
Stockholders' Equity
Number of warrants outstanding		6,160,000

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) $ in Millions	3 Months Ended
	Mar. 31, 2016USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation, nonvested awards, compensation cost not yet recognized	$ 4.9
Period for recognition of compensation on unvested stock option	2 years 4 months 24 days
Selling, General and Administrative Expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 1.2
Chief Executive Officer and President | Selling, General and Administrative Expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Net charge, modification and vesting of restricted stock	$ 0.6

Earnings Per Share (Details)

Earnings Per Share (Details)	3 Months Ended
	Mar. 31, 2016shares
Employee Stock Option
Earnings Per Share [Line Items]
Amounts that could potentially dilute basic EPS in the future	584,375	[1]
Restricted Stock Units
Earnings Per Share [Line Items]
Amounts that could potentially dilute basic EPS in the future	343,753
Warrants | Private placement
Earnings Per Share [Line Items]
Amounts that could potentially dilute basic EPS in the future	6,160,000
Warrants | Public
Earnings Per Share [Line Items]
Amounts that could potentially dilute basic EPS in the future	9,823,072
Director
Earnings Per Share [Line Items]
Amounts that could potentially dilute basic EPS in the future	21,784
[1]	SARs and Phantom Options are payable in cash and will have no impact on number of shares

Income Taxes (Details)

Income Taxes (Details)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Income Tax [Line Items]
Effective tax rate (as a percent)	37.80%
Statutory rate (as a percent)	35.00%
Predecessor
Income Tax [Line Items]
Effective tax rate (as a percent)		74.10%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Recurring - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2016	Dec. 31, 2015
Financial instruments measured at fair value on a recurring basis
Warrant consideration	[1]	$ 6,000	$ 6,000
Total		183,278	178,320
Contingent Consideration Under Tax Receivables Agreement
Financial instruments measured at fair value on a recurring basis
Contingent consideration	[2]	156,145	149,620
Contingent Consideration For Achievement Of Specified Average Adjusted Ebitda
Financial instruments measured at fair value on a recurring basis
Contingent consideration	[3]	21,133	22,700
Level 2
Financial instruments measured at fair value on a recurring basis
Warrant consideration	[1]	6,000	6,000
Total		6,000	6,000
Level 3
Financial instruments measured at fair value on a recurring basis
Total		177,278	172,320
Level 3 | Contingent Consideration Under Tax Receivables Agreement
Financial instruments measured at fair value on a recurring basis
Contingent consideration	[2]	$ 156,145	149,620
Tax effect rate (as a percent)		37.00%
Level 3 | Contingent Consideration For Achievement Of Specified Average Adjusted Ebitda
Financial instruments measured at fair value on a recurring basis
Contingent consideration	[3]	$ 21,133	$ 22,700
[1]	These liabilities relate to warrants to purchase the Company's common stock and future obligations to deliver additional such warrants in relation to the Business Combination. The inputs used in the fair value measurement were directly observable quoted prices for identical assets in an inactive market.
[2]	The fair value of the tax amortization benefit contingency is measured using an income approach based on the Company's best estimate of the undiscounted cash payments to be made, tax effected at 37% and discounted to present value utilizing an appropriate market discount rate. The valuation technique used did not change during the three months ended March 31, 2016.
[3]	The fair value of the deferred acquisition payment is measured using a Black-Scholes option pricing model and based on the Company's best estimate of the Company's average Business EBITDA, as defined in the Purchase Agreement, over the two year period from January 1, 2016 to December 31, 2017. The valuation technique used did not change during the three months ended March 31, 2016.

Fair Value Measurements (Deta57

Fair Value Measurements (Details 2) - Contingent consideration $ in Thousands	3 Months Ended
	Mar. 31, 2016USD ($)
Financial instruments measured at Level 3 fair value on a recurring basis rollforward
Balance, beginning period	$ 172,320
Measurement period adjustment	223
Accretion	7,835
Mark to market adjustment	(3,100)
Balance, ending period	177,278
Contingent Consideration Under Tax Receivables Agreement
Financial instruments measured at Level 3 fair value on a recurring basis rollforward
Balance, beginning period	149,620
Measurement period adjustment	2,223
Accretion	4,302
Mark to market adjustment	0
Balance, ending period	156,145
Contingent Consideration For Achievement Of Specified Average Adjusted Ebitda
Financial instruments measured at Level 3 fair value on a recurring basis rollforward
Balance, beginning period	22,700
Measurement period adjustment	(2,000)
Accretion	3,533
Mark to market adjustment	(3,100)
Balance, ending period	$ 21,133