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Note 4 - Acquisitions
3 Months Ended
Mar. 31, 2019
Business Combinations [Abstract]  
Acquisitions

(4)

Acquisitions

On January 2, 2019, the Company completed the acquisition of 100% of Avista Pharma Solutions (“Avista”), a contract development, manufacturing, and testing organization with sites located in Durham, NC, Longmont, CO, Agawam, MA and Edinburgh, Scotland U.K. The purchase price of $252,000 was funded with a combination of cash on hand and borrowings under the credit facility. See Note 8 for details on the amended and restated credit facility.

Avista offers a broad suite of scientifically differentiated services ranging from early stage API and drug product development and cGMP manufacturing to stand-alone analytical, microbiology testing and solid state sciences.

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.

 

 

 

January 2, 2019

 

Cash

 

$

4,125

 

Trade receivables

 

 

6,786

 

Contract assets

 

 

4,243

 

Inventories

 

 

21

 

Other current assets

 

 

1,159

 

Property, plant and equipment

 

 

34,172

 

Right of use assets

 

 

31,497

 

Goodwill

 

 

148,481

 

Intangible assets (Customer relationships)

 

 

73,000

 

Other non-current assets

 

 

532

 

Total assets acquired

 

 

304,016

 

Operating lease liabilities, current

 

 

2,053

 

Other current liabilities

 

 

11,422

 

Operating lease liabilities, non-current

 

 

29,444

 

Other non-current liabilities

 

 

8,826

 

Total liabilities assumed

 

$

51,745

 

 

Transaction costs have been recorded as “Acquisition and integration expenses” on the Company’s income statement and totaled $3,771 for the three months ended March 31, 2019. Other acquisition and integration related expenses of $2,285 for the three months ended March 31, 2019 have also been recorded to “Acquisition and integration expenses” on the Company’s income statement.

The consolidated income statement for the three months ending March 31, 2019 includes revenue from Avista of $17,172, and a net loss of $1,740. These results include integration costs of $1,206, primarily consisting of a one-time charge for severance.

On September 12, 2018, the Company completed the acquisition of 100% of Halo Pharma, a finished dosage form contract development and manufacturing organization. During the three months ended March 31, 2019, the opening balance sheet was adjusted to reflect a change in the valuation of property, plant and equipment resulting in a decrease in goodwill of $1,940.