XML 21 R11.htm IDEA: XBRL DOCUMENT v3.10.0.1
Note 4 - Acquisitions
9 Months Ended
Sep. 30, 2018
Business Combinations [Abstract]  
Acquisitions

(4)

Acquisitions

On September 12, 2018, the Company completed the acquisition of 100% of Halo Pharma (“Halo”), a finished dosage form Contract Development and Manufacturing Organization. The deal was structured as a stock purchase for consideration of $425,000.  The Company utilized cash on hand and borrowings under the credit facility to pay the purchase price.  Cambrex acquired two GMP compliant facilities, one in Whippany, NJ, the other in Mirabel, Quebec.

The addition of Halo adds formulation development and finished dosage manufacturing capabilities to the Company’s existing global API manufacturing network. These newly acquired facilities provide formulation development and clinical and commercial manufacturing services, specializing in oral solids, liquids, creams, sterile and non-sterile ointments. The facilities core competencies include developing and manufacturing highly complex and difficult to produce formulations, products for pediatric indications and controlled substances.

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the acquisition date. Cambrex is in the process of obtaining third-party valuations of certain tangible and intangible assets; thus the provisional measurements of property, plant and equipment, intangible assets, goodwill and deferred income taxes are subject to change.

 

 

 

September 12, 2018

 

 

Cash

 

$

2,792

 

 

Account receivable and Contract assets

 

 

14,045

 

 

Inventory

 

 

8,298

 

 

Other current assets

 

 

1,110

 

 

Property, plant and equipment

 

 

78,364

 

 

Goodwill

 

 

228,504

 

 

Intangible assets

 

 

180,000

 

 

Total assets acquired

 

 

513,113

 

 

Current liabilities

 

 

16,058

 

 

Noncurrent liabilities

 

 

69,666

 

 

Total liabilities assumed

 

$

85,724

 

 

Transaction costs have been expensed and totaled $6,460 for the three and nine months ended September 30, 2018. These costs have been recorded to “Acquisition and integration expenses” on the Company’s income statement.

The consolidated income statement from the acquisition date to the period ending September 30, 2018 included revenue of $5,154 and net income of $86. These results include integration costs of $394.