NOTE 4 – GOODWILL

The following table summarizes goodwill at the balance sheet dates:


(in millions)	Total
At December 31, 2017
Gross cost ⁽¹⁾	$	598.3
Accumulated impairment losses		(236.5	)

Net book amount	$	361.8

Acquisition		7.9
Exchange effect		(2.6	)
At June 30, 2018
Gross cost ⁽¹⁾	$	603.6
Accumulated impairment losses		(236.5	)

Net book amount	$	367.1

⁽¹⁾	Gross cost for 2018 and 2017 is net of $298.5 million of historical accumulated amortization.

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 $9.0 million, subject to working capital adjustments, with an initial payment at closing of $5.8 million funded from existing cash and debt facilities. The remaining payment is performance related and contingently payable over the next eighteen months based on a multiple of BioSuite’s earnings before interest, taxes, depreciation and amortization. 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	$	7.9
Receivables		0.4
Inventory		0.5
Payables		(1.9	)
Extinguishment of existing liabilities		2.1

Purchase price, net of cash acquired	$	9.0

The measurement period for the valuation of assets acquired and liabilities assumed ends as soon as information on the facts and circumstances that existed as of the acquisition date becomes available, but does not exceed twelve months. Adjustment to the purchase price allocation may require a recasting of the amounts allocated to goodwill retroactive to the period in which the acquisition occurred.