Business Acquisitions

3 Months Ended

Mar. 31, 2012

Business Acquisition Entity Acquired And Reason For Acquisition [Abstract]

Business Combination Disclosure [Text Block]

Note 10 – Business Acquisitions and Divestitures

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. The acquisition strengthened 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., which manufactures and distributes specialty greases and lubricants, for approximately $29,116, which was subject to certain post closing adjustments. During 2011, the Company paid an additional $717 to finalize the post closing adjustments and recorded non-cash adjustments to fixed assets and goodwill to finalize its valuation of the assets acquired and liabilities assumed at the acquisition date. 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.

The following table shows the allocation of the purchase price of the assets and liabilities acquired during 2011. The pro forma results of operations have not been provided because the effects were not material:

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

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