Acquisitions

12 Months Ended

Dec. 31, 2019

16.	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. 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 remaining 65% ownership in Treviso, subject to adjustment for certain closing items. On February 28, 2017, the Company initially purchased a 35% membership interest in Treviso, for a purchase price of $21.0 million. The purchase price included $12.6 million in cash and $8.4 million in the Company’s stock (169,560 shares based on the closing stock price of $49.54 per share on February 28, 2017). 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
Net assets acquired:	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

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.