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ACQUISITIONS
3 Months Ended
Mar. 31, 2018
ACQUISITIONS [Abstract]  
ACQUISITIONS
15. ACQUISITIONS

On January 22, 2018, the Company acquired the remaining 73% ownership in Innuvate Health Sciences, LLC ("Innuvate"), which owns a 92% interest in a nutritional product manufacturer.  Prior to this acquisition, the Company owned 27% of Innuvate and accounted for it using the equity method. The remaining 8% ownership in the manufacturer will continue to be held by an unrelated third party. Under the terms of the agreement, the Company paid $23.5 million in cash and shares of the Company in exchange for the 73% ownership in Innuvate, subject to adjustment for certain closing items. Innuvate is a contract manufacturer that specializes in softgel and hardshell capsule manufacturing.

On February 12, 2018, the Company acquired the remaining 65% ownership in Treviso, LLC ("Treviso"), making Treviso a wholly owned subsidiary of the Company. Treviso is a personal care product manufacturer. Prior to this acquisition, the Company owned 35% of Treviso and accounted for it using the equity method. Under the terms of the purchase agreement, the Company has paid $83.9 million in cash and shares of the Company in exchange for the 65% ownership in Treviso, subject to adjustment for certain closing items. Treviso is a liquid contract manufacturing laboratory for premium personal care products.
 
On February 12, 2018, the Company acquired 100% ownership in L&W Holdings, Inc. ("L&W") making L&W a wholly owned subsidiary of the Company. L&W is a packaging supplier company. Under the terms of the purchase agreement, the Company paid $25.0 million in shares of the Company in exchange for 100% ownership in L&W, subject to adjustment for certain closing items. L&W specializes in the distribution and packaging of products in the cosmetic and nutritional industries.
 
The following table summarizes the fair value of consideration transferred for the acquisitions disclosed above (in thousands):
  
Innuvate
  
Treviso
  
L&W Holdings
  
Total
 
             
Total cash consideration 
 
$
17,587
  
$
14,648
  
$
  
$
32,235
 
Shares issued in conjunction with acquisition
  
5,863
   
69,252
   
25,000
   
100,115
 
Total consideration 
 
 
23,450
  
 
83,900
  
 
25,000
   
132,350
 
Previously held equity interest in equity method
Investments(1)
  
8,748
   
30,281
   
   
39,029
 
     Total 
 
$
32,198
  
$
114,181
  
$
25,000
  
$
171,379
 


(1)
The acquisitions of Innuvate and Treviso are considered step acquisitions, and accordingly, the Company remeasured its pre-existing 27% equity interest in Innuvate and 35% of Treviso immediately prior to completion of the acquisition to its estimated fair value of approximately $39.0 million. As a result of the remeasurement, the Company recorded a gain of approximately $13.6 million within other income (expense), during the first quarter of 2018, representing the excess of the approximate $39.0 million estimated fair value of its pre-existing 27% equity interest in Innuvate and 35% equity interest of Treviso over its transaction date carrying value of approximately $25.4 million.

The following table summarizes the fair value of the assets acquired for the acquisitions disclosed above (in thousands):
 
  
Innuvate
  
Treviso
  
L&W Holdings
 
  
Life
  
Amount
  
Life
  
Amount
  
Life
  
Amount
 
                   
Total current assets 
  
$
6,219
  
 
 
  
$
19,659
  
 
 
  
$
7,353
 
Fixed assets 
      
9,291
       
33,282
       
114
 
Customer list 
 
9 years
   
5,100
  
9 years
   
16,500
  
7 years
   
6,500
 
Order backlog 
 
5 months
   
200
  
10 months
   
4,700
  
4 months
   
900
 
Trademarks 
 
7 years
   
900
  
6 years
   
1,300
  
5 years
   
600
 
Total current liabilities 
      
(3,942
)
      
(3,740
)
      
(1,495
)
Other non-current liabilities 
      
       
       
(1,731
)
Total identifiable net assets acquired
     
 
17,768
      
 
71,701
      
 
12,241
 
Goodwill 
      
17,230
       
42,480
       
12,759
 
Fair value of noncontrolling interest
      
(2,800
)
      
       
 
Total consideration and value to be allocated to net assets
     
$
32,198
      
$
114,181
      
$
25,000
 
 
The fair values assigned to identifiable intangible assets acquired were determined primarily by using an income approach which was based on assumptions and estimates made by management. Significant assumptions utilized in the income approach were based on company-specific information and projections which are not observable in the market and are thus considered Level 3 measurements as defined by authoritative guidance. The excess of the purchase price over the fair value of the identified assets and liabilities has been recorded as goodwill.
 
Pro forma and historical results of operations for the acquired companies have not been presented because they are not material, either individually or in the aggregate, to the company's consolidated financial statements.