Business Acquisitions

12 Months Ended

Dec. 31, 2011

Business Acquisition Entity Acquired And Reason For Acquisition [Abstract]

Business Combination Disclosure [Text Block]

Note 18 – Business Acquisitions

In October 2011, the Company acquired G.W. Smith & Sons, Inc. for approximately $14,518. G.W Smith manufactures and distributes high quality die casting lubricants, and,also, distributes metalworking fluids. The Company allocated $6,260 of intangible assets, comprising trade names and formulations, to be amortized over 15 years; a trademark to be amortized over 5 years; a non-competition agreement to be amortized over 5 years; and customer lists to be amortized over 16 years. In addition, the Company recorded $1,120 of goodwill, all of which will be tax deductible and was assigned to the metalworking process chemical segment. Liabilities assumed include a hold-back of consideration to be paid to the former shareholder at one year from the acquisition date, absent the occurrence of unforeseen obligations.

In July 2011, the Company acquired 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, comprising 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.

In December 2010, the Company completed the acquisition of Summit Lubricants, Inc., whichmanufactures and distributes specialty greases and lubricants,for approximately $29,116, which was subject to certain post closing adjustments. The Company paid an additional $717 during 2011 to finalize the post closing adjustments. The Company allocated $17,100 to intangible assets, comprising 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 $3,423 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. During 2011, the Company recorded a pre-tax gain of approximately $595 in other income on its Consolidated Statement of Income to adjust this contingent consideration liability to its updated fair value.

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. The Company allocated $2,351 to intangible assets, comprising 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.

The following tables show the allocation of the purchase price of the assets and liabilities acquired during 2011 and 2010. The pro-forma results of operations have not been provided because the effects were not material for all acquisitions:

		Quaker		GW Smith
2011 Acquisitions		Tecniquimia		& Sons, Inc.		Total
Current assets		$	8,946	$	6,138	$	15,084
Fixed assets			4,308		2,869		7,177
Intangibles			3,556		6,260		9,816
Goodwill			6,773		1,120		7,893
Other long-term assets			1,355		1		1,356
	Total assets purchased		24,938		16,388		41,326
Current liabilities			(2,224)		(1,001)		(3,225)
Long-term liabilities			(6,869)		0		(6,869)
Present value of hold-back			(1,754)		(869)		(2,623)
	Total liabilities assumed		(10,847)		(1,870)		(12,717)
Additional minimum pension liability			987		0		987
	Total equity assumed		987		0		987
Fair value of previously held equity interest			(4,578)		0		(4,578)
Cash paid for acquisitions		$	10,500	$	14,518	$	25,018

Included in the 2011 acquisitions of Quaker Tecniquimia and G.W. Smith & Sons, Inc. was approximately $258 of cash acquired.

		D.A.		Summit
2010 Acquisitions		Stuart		Lubricants		Total
Current assets		$	1,176	$	6,198	$	7,374
Fixed assets			133		9,811		9,944
Intangibles			2,351		17,100		19,451
Goodwill			3,133		3,423		6,556
	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 during 2011. Also, the Company finalized its valuation of the assets acquired and liabilities assumed at the acquisition date and recorded related non-cash adjustments to fixed assets and goodwill.

In the fourth quarter of 2006, the Company acquired the remaining interest in its Chinese joint venture. In accordance with the purchase agreement, payments for the acquisition were required as follows: $614 within five business days of closing, $825 one year from the closing date, $825 two years from the closing date, and $889 three years from the closing date. The Company recorded the present value of the remaining payments as debt at the time of acquisition. The Company made the final payment in the fourth quarter of 2009. In addition, the Company allocated $797 to intangible assets, comprising customer lists to be amortized over ten years; and a non-competition agreement to be amortized over two years. The Company also recorded $230 of goodwill, which was assigned to the metalworking process chemicals segment.

In March 2005, the Company acquired the remaining 40% interest in its Brazilian joint venture for $6,700. In addition, annual $1,000 payments for four years were paid subject to the former minority partners' compliance with the terms of the purchase agreement. The final payment was made in February 2009. All four payments were recorded as goodwill and assigned to the metalworking process chemicals segment. Additionally, in connection with the acquisition, the Company allocated $1,475 to intangible assets, comprisingcustomer lists of $600 to be amortized over 20 years; and non-competition agreements of $875 to be amortized over five years. The Company also recorded $610 of goodwill, which was assigned to the metalworking process chemicals segment.