Acquisition (Notes)

6 Months Ended

Jun. 30, 2019

Acquisition

On January 4, 2019, we completed the acquisition of Hefei Gaomei Cleaning Machines Co., Ltd. and Anhui Rongen Environmental Protection Technology Co., Ltd. (collectively "Gaomei"), privately held designers and manufacturers of commercial cleaning solutions based in China. The financial results for Gaomei have been included in the consolidated financial results since the date of closing.

The following table summarizes the preliminary fair value measurement of the assets acquired and liabilities assumed as of the date of acquisition:



ASSETS
Current Assets	$	7.7
Intangible Assets Subject to Amortization:
Trade Name	1.8
Customer Lists	13.8
Other Assets	1.4
Total Identifiable Assets Acquired	24.7
LIABILITIES
Current Liabilities	(5.3		)
Long-Term Liabilities	(3.8		)
Total Identifiable Liabilities Assumed	(9.1		)
Goodwill	11.5
Total Purchase Price	$	27.1

The fair value measurements were final at June 30, 2019, with the exception of the fair value of inventory, goodwill, intangible assets, certain current liabilities, income taxes payable, deferred income taxes, and uncertain tax positions.

The total purchase price includes the following:


•	$11.3 million was paid during the first quarter of 2019 upon close of the transaction;


•	$11.3 million which will be paid in January 2020; and

•

The remaining purchase price of $4.5 million represents the estimated fair value of contingent consideration at the acquisition date. The payment is based on a probability-weighted scenario analysis of achieving certain levels of gross profit growth over a three year period. Consideration of $0.0 million to $42.4 million will be paid in March 2021 if the gross profit growth targets are met. As of June 30, 2019, the contingent consideration had a fair value of $6.6 million.

None of the goodwill is expected to be deductible for income tax purposes. The expected lives of the acquired amortizable intangible assets range from 10 years to 15 years and are being amortized on a straight-line basis.