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ACQUISITIONS | 12 Months Ended
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Dec. 31, 2020
Business Combinations [Abstract] |
ACQUISITIONS | ACQUISITIONS Business Combinations On April 1, 2020, we completed our acquisition (the “Fusion Acquisition”) of 100% of the equity interests of Fusion Packaging, Inc. (“Fusion”) for a purchase price of approximately $163.8 million (net of $1.0 million of cash acquired), which was funded by a draw on our revolving credit facility and cash on hand. Fusion, based in Dallas, TX, is a global leader in the design, engineering and distribution of luxury packaging for the beauty industry. As part of the Fusion Acquisition, we are also obligated to pay to the selling equity holders of Fusion certain contingent consideration based on 2022 cumulative financial performance metrics as defined in the purchase agreement. Based on a projection as of the acquisition date, we estimated the aggregate fair value for this contingent consideration arrangement to be $19.1 million utilizing a Black-Scholes valuation model. During the fourth quarter of 2020, a $3.6 million fair value true-up was recorded as an adjustment to the opening balance of goodwill and contingent consideration liability. As of December 31, 2020, we have estimated the aggregate fair value for this contingent consideration arrangement to be $26.9 million. As of the acquisition date, $5.7 million was held in restricted cash pending the finalization of a working capital adjustment and indemnity escrow. During the third quarter of 2020, $2.0 million related to the working capital escrow was released from restriction, resulting in a refund from seller of $294 thousand and a corresponding decrease to our purchase price and associated goodwill balance. Fusion contributed net sales of $53.4 million and pretax loss of $1.5 million since acquisition for the period ended December 31, 2020 which have been included in the Consolidated Financial Statements within our Beauty + Home segment. Included in pretax loss is $6.9 million of fair value adjustment amortization for inventory sold during 2020 and contingent consideration liability adjustments. On October 31, 2019, we completed our acquisition (the “Noble Acquisition”) of 100% of the equity interests of Noble International Holdings, Inc., Genia Medical, Inc. and JBCB Holdings, LLC (collectively referred to as “Noble”). Noble, based in Orlando, FL, is a leading provider in developing patient-centric advanced drug delivery system training devices including autoinjector, prefilled syringe, onbody and respiratory devices for the world’s leading biopharmaceutical companies and original equipment manufacturers. The purchase price was approximately $62.3 million (net of $1.6 million of cash acquired) and was funded by cash on hand. As part of the Noble Acquisition, we are also obligated to pay to the selling equityholders of Noble certain contingent consideration based on 2024 cumulative financial performance metrics defined in the purchase agreement. Based on projection as of the acquisition date, we estimated the aggregate fair value for this contingent consideration arrangement to be $2.9 million utilizing the Black-Scholes valuation model. As of December 31, 2020, we have estimated the aggregate fair value for this contingent consideration arrangement to be $4.2 million. As of December 31, 2019, $5 million was held in restricted cash pending the finalization of a working capital adjustment and indemnity escrow. During the first quarter of 2020, $1.0 million related to the working capital escrow was released from restriction, resulting in an additional $463 thousand payment due to the seller and a corresponding increase to our purchase price and associated goodwill balance. The results of Noble’s operations have been included in the Consolidated Financial Statements within our Pharma segment since the date of acquisition. On June 5, 2019, we completed our acquisition (the “Nanopharm Acquisition”) of all of the outstanding capital stock of Nanopharm Ltd. (“Nanopharm”). Nanopharm, located in Newport, UK, is a science-driven, leading provider of orally inhaled and nasal drug product design and development services. The purchase price was approximately $38.1 million (net of $1.8 million of cash acquired) and was funded by cash on hand. The results of Nanopharm’s operations have been included in the Consolidated Financial Statements within our Pharma segment since the date of acquisition. On May 31, 2019, we completed our acquisition (the “Gateway Acquisition”) of all of the outstanding equity interests of Gateway Analytical LLC (“Gateway”). Gateway, located in Gibsonia, PA, provides industry-leading particulate detection and predictive analytical services to customers developing injectable medicines. The purchase price was approximately $7.0 million and was funded by cash on hand. As part of the Gateway Acquisition, we are also obligated to pay to the selling equityholder of Gateway certain contingent consideration based on 2020 and 2022 performance targets defined in the purchase agreement. Based on projections as of the acquisition date, we estimated the aggregate fair value for this contingent consideration arrangement to be $3.0 million. During the second quarter 2020, $1.5 million of the contingent consideration accrual was paid as a result of the business meeting their first performance target. During the third quarter 2020, an additional $1.3 million was paid out in full satisfaction of the remaining earn out consideration and a gain of $235 thousand was realized. The results of Gateway’s operations have been included in the Consolidated Financial Statements within our Pharma segment since the date of acquisition. For the year ended December 31, 2020, we recognized $4.6 million in transaction costs related to the Fusion Acquisition. For the year ended December 31, 2019, we recognized $3.4 million in transaction costs related to the acquisitions of Noble, Nanopharm and Gateway. These costs are reflected in the selling, research & development and administration section of the Consolidated Statements of Income and within acquisition-related costs as disclosed in Note 18 – Segment Information. The following table summarizes the assets acquired and liabilities assumed as of the acquisition date at estimated fair value.
| 2020 |  | 2019
Assets |  |  |
Cash and equivalents | $ | 1,010 |  |  | $ | 3,427 |
Accounts receivable | 4,380 |  |  | 3,504 |
Inventories | 386 |  |  | — |
Prepaid and other | 1,090 |  |  | 2,478 |
Property, plant and equipment | 2,885 |  |  | 4,267 |
Goodwill | 103,130 |  |  | 59,143 |
Intangible assets | 79,900 |  |  | 52,980 |
Operating lease right-of-use assets | 4,744 |  |  | — |
Other miscellaneous assets | 65 |  |  | 430 |
Liabilities |  |  |
Accounts payable, accrued and other liabilities | 5,641 |  |  | 5,388 |
Deferred income taxes | — |  |  | 2,592 |
Operating lease liabilities | 4,207 |  |  | — |
Deferred and other non-current liabilities | 322 |  |  | 1,598 |
Net assets acquired | $ | 187,420 |  |  | $ | 116,651 |
The following table is a summary of the fair value estimates of the acquired identifiable intangible assets and weighted-average useful lives as of the acquisition date:
| 2020 |  | 2019
| Weighted-Average Useful Life (in years) |  | Estimated Fair Value of Asset |  | Weighted-Average Useful Life (in years) |  | Estimated Fair Value of Asset
Acquired technology | 4 |  | $ | 4,600 |  |  | 8 |  | $ | 9,160 |
Customer relationships | 13 |  | 62,300 |  |  | 11 |  | 39,379 |
Trademarks and trade names | 4 |  | 10,300 |  |  | 4 |  | 2,457 |
License agreements and other | 0.25 |  | 2,700 |  |  | 1 |  | 1,984 |
Total |  |  | $ | 79,900 |  |  |  |  | $ | 52,980 |
Goodwill in the amount of $103.1 million and $59.1 million was recorded related to the 2020 and 2019 acquisitions, respectively. For 2020, $103.1 million is included in the Beauty + Home segment and, for 2019, $59.1 million is included in the Pharma segment. Goodwill is calculated as the excess of the consideration transferred over the net assets acquired and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill largely consists of unique relationships, brand equity and proprietary technology that has been established creating niches such as turnkey solutions for the beauty market related to the Fusion Acquisition, analytical services for drug developers related to the Nanopharm Acquisition and Gateway Acquisition and patient onboarding related to the Noble Acquisition, as well as the abilities of the acquired companies to maintain their competitive advantage from a technical viewpoint. Goodwill will not be amortized, but will be tested for impairment at least annually. For 2020 acquisitions, goodwill of $80.6 million will be deductible for tax purposes. For 2019 acquisitions, goodwill of $32.8 million will be deductible for tax purposes. The unaudited pro forma results presented below include the effects of the Fusion Acquisition as if it had occurred as of January 1, 2019. The unaudited pro forma results reflect certain adjustments to the acquisition, such as intangible asset amortization, fair value adjustments for inventory, and financing costs related to the change in our debt structure. The pro forma results do not include any synergies or other expected benefits of the acquisition. Accordingly, the unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been completed on the dates indicated.
Years Ended December 31, | 2020 |  | 2019
Net Sales | $ | 2,937,303 |  |  | $ | 2,937,218 |
Net Income Attributable to AptarGroup Inc. | 215,619 |  |  | 247,263 |
Net Income per common share — basic | 3.35 |  |  | 3.89 |
Net Income per common share — diluted | 3.23 |  |  | 3.74 |
Asset Acquisition On October 16, 2020, we completed our acquisition of the assets of Cohero Health, Inc. ("Cohero Health") for $2.4 million. The net assets acquired and the results of Cohero Health's operations have been included in the Consolidated Financial Statements within our Pharma segment since the date of acquisition. Based in New York, Cohero Health develops innovative digital tools and technologies to improve respiratory care, reduce avoidable costs and optimize medication utilization. On August 2, 2019, we completed our asset acquisition (the “Bapco Acquisition”) of the remaining 80% ownership interest in the capital stock of Bapco Closures Holdings Limited (“Bapco”), for $3.8 million (net of $2.9 million of cash acquired). The 20% ownership investment previously held in Bapco is now included within the intangible assets acquired. Bapco provides innovative closures sealing technology that provides package integrity and tamper evidence. The results of Bapco’s operations have been included in the Consolidated Financial Statements within our Food + Beverage segment since the date of acquisition.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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