Business Acquisitions

9 Months Ended

Sep. 30, 2011

Business Acquisition Entity Acquired And Reason For Acquisition [Abstract]

Business Combination Disclosure [Text Block]

Note 10 – Business Acquisitions

In July 2010, the Company completed the acquisition of the assets of D.A. Stuart's U.S. aluminum hot rolling oil business from Houghton International for $6,793. This acquisition strategically strengthens the Company's position in the non-ferrous industry, as the acquired product portfolio is complementary to its existing business. The Company allocated $2,351 to intangible assets, comprised of customer lists, to be amortized over 15 years; trade names, to be amortized over 10 years; and a trademark, to be amortized over one year. In addition, the Company recorded $3,133 of goodwill, all of which will be tax-deductible, and was assigned to the metalworking process chemicals segment.

In December 2010, the Company completed the acquisition of Summit Lubricants, Inc. for approximately $29,116, subject to certain post closing adjustments. The Company paid an additional $717 in the second quarter of 2011 to complete post closing adjustments. Summit Lubricants manufactures and distributes specialty greases and lubricants and is complementary to the Company's existing business. The Company allocated $17,100 to intangible assets, comprised of formulations, to be amortized over 15 years; customer lists, to be amortized over 20 years; a non-competition agreement, to be amortized over 5 years; and a trademark, which was assigned an indefinite life. In addition, the Company recorded $3,804 of goodwill, all of which will be tax deductible, and was assigned to the metalworking process chemicals segment. Liabilities assumed include an earnout to be paid to the former shareholders if certain earnings targets are met by the end of 2013.

In July 2011, the Company purchased the remaining 60% ownership interest in TecniQuimia Mexicana, S.A. de C.V., the Company's Mexican equity affiliate for approximately $10,500. As part of the acquisition, the Company recorded a one-time non-cash gain in other income of approximately $2,718 to revalue the previously held ownership interest in TecniQuimia to its fair value. The acquisition strengthens the Company's position in the growing Mexican market. The Company allocated $3,556 of intangible assets, comprised of trade names and trademarks, to be amortized over 5 years; and customer lists, to be amortized over 20 years. In addition, the Company recorded $6,773 of goodwill, none of which will be tax deductible, and was assigned to the metalworking process chemicals segment. Liabilities assumed include a hold-back of consideration to be paid to the former shareholders at one year from the purchase date, absent the occurrence of unforeseen obligations.

The following tables show the allocation of the purchase price of the assets and liabilities acquired as of September 30, 2011 and December 31, 2010. The pro forma results of operations and certain other items related to the acquisitions have not been provided because the effects were not material:

		Quaker
2011		Tecniquimia
Current assets		$	8,946
Fixed assets			4,308
Intangibles			3,556
Goodwill			6,773
Other long-term assets			1,355
	Total assets purchased		24,938
Current liabilities			(2,224)
Long-term liabilities			(6,869)
Present value of hold-back			(1,754)
	Total liabilities assumed		(10,847)
Additional minimum pension liability			987
	Total equity assumed		987
Fair value of previously held equity interest			(4,578)
Cash paid for acquisitions		$	10,500

		D.A.		Summit
2010		Stuart		Lubricants			Total
Current assets		$	1,176	$	6,198		$	7,374
Fixed assets			133		9,430			9,563
Intangibles			2,351		17,100			19,451
Goodwill			3,133		3,804	*		6,937
	Total assets purchased		6,793		36,532			43,325
Current liabilities			0		(1,349)			(1,349)
Earnout			0		(5,350)			(5,350)
	Total liabilities assumed		0		(6,699)			(6,699)
Cash paid for acquisitions		$	6,793	$	29,833	*	$	36,626

* - Included in the 2010 acquisition of Summit is a $717 post closing adjustment paid in the second quarter of 2011.

Subsequent to September 30, 2011, the Company acquired G.W. Smith& Sons, Inc. for approximately $13,324 in cashsubject to a post-closing working capital adjustment and a $1,000 hold-back of consideration. G.W. Smith manufactures and distributes high quality die casting lubricants and metalworking fluids and is complementary to the Company's existing business.