SCHEDULE I - CONDENSED FINANCIAL INFORMATION

AgroFresh Solutions, Inc.

Parent Company Information

Condensed Balance Sheets

(In thousands)



	Successor
	December 31, 2016		December 31, 2015
ASSETS
Accounts receivable from subsidiary	$	4,114	$	1,100
Investment in subsidiaries	333,003		424,721
Claims for income tax refunds	16		—
Deferred income tax asset	—		18,423
TOTAL ASSETS	$	337,133	$	444,244

LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable to subsidiaries	$	1,909	$	334
Income taxes payable	—		6
Total liabilities	1,909		340
Total stockholders’ equity	335,224		443,904
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	337,133	$	444,244

See accompanying notes to condensed financial statements.

SCHEDULE I - CONDENSED FINANCIAL INFORMATION

AgroFresh Solutions, Inc.

Parent Company Information

Condensed Statements of Operations and Comprehensive Income (Loss)

(In thousands)



(in thousands)	Year Ended December 31, 2016			August 1, 2015 Through December 31, 2015
Net sales	$	—		$	—
Selling, general and administrative expenses	27			2,256
Loss in earnings of subsidiaries	(93,132		)	(30,598		)
Loss before taxes	(93,159		)	(32,854		)
Benefit for income taxes	18,401			(18,417		)
Net loss	$	(111,560	)	$	(14,437	)

See accompanying notes to condensed financial statements.

SCHEDULE I - CONDENSED FINANCIAL INFORMATION

AgroFresh Solutions, Inc.

Parent Company Information

Condensed Statements of Cash Flows

(In thousands)



(in thousands)	Year Ended December 31, 2016			August 1, 2015 Through December 31, 2015
Cash flows from operating activities:
Net cash used in operating activities	1,818			(37,006		)

Cash flows from investing activities:
Net cash provided by (used in) investing activities	—			—

Cash flows from financing activities:
Payment of deferred underwriting costs	—			(7,777		)
Proceeds from private placement	—			50,000
Repayment of related party note payable	—			(380		)
Repurchase of stock for treasury	(1,487		)	(2,397		)
Payment of withholding taxes on stock-based compensation	(331		)	—
Repurchase of warrants	—			(2,524		)
Net cash provided by financing activities	(1,818		)	36,922

Net decrease in cash and equivalents during the period	—			(84		)
Cash and cash equivalents, beginning of period	—			84
Cash and cash equivalents, end of period	$	—		$	—

See accompanying notes to condensed financial statements.

SCHEDULE I - CONDENSED FINANCIAL INFORMATION

AgroFresh Solutions, Inc.

Parent Company Information

Notes to Condensed Financial Statements

1. Basis of Presentation

AgroFresh Solutions, Inc. (the “Parent Company”), formerly known as Boulevard Acquisition Corp., was formed to effect the acquisition of the AgroFresh business from Dow, resulting in AgroFresh Inc. becoming a wholly-owned, indirect subsidiary. The Parent Company had no material activities prior to the acquisition of AgroFresh Inc. on July 31, 2015.

The accompanying Condensed Financial Statements include the accounts of the Parent Company and, on an equity basis, its direct and indirect subsidiaries and affiliates. Accordingly, these condensed financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, the Parent Company’s investments in subsidiaries are presented under the equity method of accounting. These parent-only financial statements should be read in conjunction with the consolidated financial statements of AgroFresh Solutions, Inc.

The condensed parent-only financial statement have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted net assets of the subsidiaries of the Company exceed 25% of the consolidated net assets of the Company.

2. Commitments and Contingencies

As discussed in Note 11 to the consolidated and combined financial statements, in connection with the consummation of the Business Combination, AgroFresh Inc. as the borrower and its parent, AF Solutions Holdings LLC, a wholly-owned subsidiary of the Parent Company, as the guarantor, entered into the Credit Facility with Bank of Montreal. The Credit Facility consists of a $425.0 million Term Loan and a $25.0 million Revolving Loan. The Revolving Loan includes a $10.0 million letter-of-credit sub-facility, issuances against which reduce the available capacity for borrowing. 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 LLC, including the common stock of AgroFresh Inc.

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. Maturities of long-term debt for the five years following December 31, 2016 are $15.3 million in 2017, $4.3 million in 2018, $4.3 million in 2019, $4.3 million in 2020, and $390.6 million in 2021.

The Credit Facility imposes an overall cap on the total amount of dividends the Parent Company can pay, together with the total amount of shares and warrants the Parent Company can repurchase, of $12.0 million per fiscal year, and imposes certain other conditions on the Parent Company’s ability to pay dividends.

3. Dividends

The ability of the Parent Company’s operating subsidiaries to pay dividends may be restricted due to the terms of the subsidiaries’ financing arrangements (see Note 11 to the consolidated and combined financial statements).