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BUSINESS COMBINATIONS
 9 Months Ended
Sep. 30, 2017
Business Combinations [Abstract]  
BUSINESS COMBINATIONS

3.

BUSINESS COMBINATIONS:

On June 23, 2016, the Company entered into an agreement to acquire Adesis, a privately held contract research organization (CRO) with 43 employees specializing in organic and organometallic synthetic research, development, and commercialization. Adesis is a technology vendor to companies in the pharmaceutical, fine chemical, biomaterials, and catalyst industries, and has worked with the Company over the last few years to help advance and accelerate a number of the Company’s product offerings. The transaction closed on July 11, 2016. Under the terms of the agreement, the Company’s subsidiary, UDC, Inc., acquired all outstanding shares of Adesis in a merger for $33.9 million in cash, and up to an additional $2.4 million in cash contingent upon Adesis’ achievement of certain milestones within two years of the acquisition. The acquisition was funded through use of existing cash and investments.

Purchase Price Allocation

The Company accounted for Adesis using the acquisition method of accounting in accordance with applicable U.S. GAAP whereby the total purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on respective fair values. The contingent consideration arrangement requires the Company to pay up to $1.2 million of additional consideration to the former shareholders of Adesis if revenues exceed certain threshold levels at the end of each twelve-month period ending December 31, 2016 and December 31, 2017. For the year ended December 31, 2016, the additional cash consideration earned by the former shareholders of Adesis was $1.2 million. The fair value of the contingent consideration was derived using a Monte Carlo simulation model based on management’s projections of future revenue levels. The following table summarizes the values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

 

Cash consideration

 

$

33,872

 

Contingent consideration

 

 

1,670

 

 

 

$

35,542

 

Allocation of purchase price:

 

 

 

 

Current assets, including cash of $492

 

$

2,204

 

Property and equipment

 

 

1,869

 

Accounts payable and accrued liabilities

 

 

(906

)

Net tangible assets

 

 

3,167

 

Identifiable intangible assets

 

 

16,840

 

Goodwill

 

 

15,535

 

Total purchase price

 

$

35,542

 

 

The purchase price exceeded the fair value of the net tangible assets and identifiable intangible assets acquired and, as a result, the Company recorded goodwill in connection with this transaction. This difference includes a going concern element that represents the Company’s ability to earn a higher rate of return on this group of assets than would be expected on the separate assets as determined during the valuation process.

Transaction costs of $360,000 were recorded and charged to selling, general and administrative expense on the accompanying consolidated statements of operations during 2016.

Intangible Assets Identified

The following table presents the intangible assets identified in the transaction:

 

Category

 

Estimated fair value

(in thousands)

 

 

Estimated useful life

(in years)

 

Customer relationships

 

 

10,520

 

 

 

11.5

 

Internally-developed IP, processes and recipes

 

 

4,820

 

 

 

15.0

 

Trade name/Trademarks

 

 

1,500

 

 

 

10.0

 

Total identifiable intangible assets

 

$

16,840

 

 

 

 

 

 

The fair value of the customer relationships asset was determined using the income approach through an excess earnings analysis which estimates value based on the present value of future economic benefits. The customer relationships intangible asset represents relationships between Adesis and its customers. The fair value of the internally-developed IP, processes and recipes was determined by utilizing the relief-from-royalty methodology. The fair value of the Adesis trade name asset was determined using the income approach through a relief-from-royalty analysis. The determination of useful lives was based upon consideration of market participant assumptions and transaction specific factors.