Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2015

7.Goodwill and Intangible Assets

Changes in the carrying amount of goodwill for the nine months ended September 30, 2015 are as follows:

(in thousands)	Goodwill
Balance as of December 31, 2014 (Predecessor)	$	155,953
Elimination of Predecessor goodwill	(155,953		)
Goodwill as a result of the Business Combination	41,555

Balance as of September 30, 2015 (Successor)	$	41,555

The Company’s other intangible assets at September 30, 2015 and December 31, 2014 consisted of the following:

	Successor							Predecessor
	September 30, 2015							December 31, 2014
(in thousands)	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net

Other intangible assets:
Developed technology	$	790,500	$	(6,760	)	$	783,740	$	—	$	—		$	—
Intellectual property	—		—			—		150,000		(86,250		)	63,750
Trade name	35,500		—			35,500		6,000		(3,450		)	2,550
Service provider network	2,000		—			2,000		—		—			—
Customer relationships	8,000		(55		)	7,945		108,834		(78,224		)	30,610
Software	44		—			44		788		(737		)	51

Total intangible assets	$	836,044	$	(6,815	)	$	829,229	$	265,622	$	(168,661	)	$	96,961

The weighted-average amortization period for the finite-lived intangible assets is 19.73 years. The weighted-average amortization period for developed technology, customer relationships and software is 19.68, 23.83 and 4.00 years, respectively.

Goodwill and intangible assets at September 30, 2015 are based on the preliminary purchase price allocation of the AgroFresh Business, which is based on preliminary valuations performed to determine the fair value of the acquired assets as of the acquisition date. The amounts allocated to goodwill and other intangible assets are subject to final adjustment to reflect the final valuations. These final valuations could have a material impact on other intangible assets and goodwill. See Note 3 for further discussion of the acquisition of the AgroFresh Business.

Estimated annual amortization expense for finite-lived intangible assets subsequent to September 30, 2015 is as follows:

(in thousands)	Amount
2015 (remaining)	$	10,225
2016	40,902
2017	40,902
2018	40,902
2019	40,899
Thereafter	617,899

	$	791,729

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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