Acquisition of BioSuite, LLC

12 Months Ended

Dec. 31, 2018

Note 4. Acquisition of BioSuite, LLC

On May 31, 2018, the Company acquired BioSuite, LLC (“BioSuite”), a specialized formulator of biocide and biostat solutions for the oil and gas industry. We purchased BioSuite for total consideration of $8.6 million, with an initial payment at closing of $5.8 million funded from existing cash and debt facilities followed by a reduction for working capital adjustments of $0.4 million in the third quarter. The remaining payment is performance related based on a multiple of BioSuite’s earnings before interest, taxes, depreciation and amortization over a twelve month period. Based on the current forecast we anticipate a further payment of $3.2 million payable on November 30, 2019.

The following table summarizes the calculations of the total purchase price and the estimated allocation of the purchase price to the assets acquired and liabilities assumed for the business:


(in millions)	BioSuite
Goodwill	$	7.5
Receivables		0.4
Inventory		0.5
Payables		(1.9	)
Extinguishment of existing liabilities		2.1

Purchase price, net of cash acquired	$	8.6

Of the $7.5 million goodwill recorded, $4.3 million is amortizable for income tax purposes over a 15 year period.

We have finalized our review of the valuation of assets acquired and liabilities assumed with no measurement period adjustments required.