Business Acquisitions

9 Months Ended

Sep. 30, 2012

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

Note 10 – Business Acquisitions

In July 2012, the Company acquired NP Coil Dexter Industries, S.r.l. for approximately $2,748, including short-term debt and long-term debt of approximately $44 and $854, respectively. NP Coil Dexter is a European manufacturer and supplier of metal surface treatment products. The Company allocated $3,825 of intangible assets, comprised of trademarks and formulations, to be amortized over 10 years; two customer lists to be amortized over 8 and 4 years, respectively; and a non-competition agreement to be amortized over 5 years. In addition, the Company recorded $2,180 of goodwill, none 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 shareholders at eighteen months from the acquisition date, absent the occurrence of unforeseen obligations.

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, comprised of 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 of $1,000to be paid to the former shareholder at one year from the acquisition date, which was paid subsequent to September 30, 2012.

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 strengthened 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 $6,773of goodwill, none of which will be tax deductible, and was assigned to the metalworking process chemicals segment. Liabilities assumed included a hold-back of consideration to be paid to the former shareholders at one year from the purchase date, which was settled during the third quarter of 2012 with a payment ofapproximately $2,000 to Tecniquimia's former shareholders.

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 $17,100to 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 $3,423of 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 2012 and 2011. The pro forma results of operations have not been provided because the effects were not material:

		NP Coil Dexter
2012		Industries, S.r.l.
Current assets		$	5,536
Fixed assets			1,211
Intangibles			3,825
Goodwill			2,180
Other long-term assets			389
	Total assets purchased		13,141
Short-term debt			(44)
Other current liabilities			(7,310)
Long-term debt			(854)
Other long-term liabilities			(1,258)
Present value of hold-back			(927)
	Total liabilities assumed		(10,393)
Cash paid for an acquisition		$	2,748

		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 2012 acquisition of NP Coil Dexter Industries, S.r.l. was approximately $113 of cash acquired. Included in the 2011 acquisitions of Tecniquimia Mexicana, S.A. de C.V.and G.W. Smith & Sons, Inc. was approximately $236and $22of cash acquired, respectively.

Certain pro forma and other disclosures have not been provided as of September 30, 2012, because the effects were not material.