Business Acquisitions

3 Months Ended

Mar. 31, 2017

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

Note 13 – Business Acquisitions

In November 2016, the Company acquired Lubricor Inc. and its affiliated entities (“Lubricor”), a metalworking fluids manufacturer headquartered in Waterloo, Ontario for its North America reportable operating segment for 16.0 million CAD, or approximately $12.0 million. In May 2016, the Company acquired a business that is associated with dust control products for the mining industry for its North America reportable operating segment for $1.9 million. 

During the first quarter of 2017, the Company identified and recorded an adjustment to the allocation of the purchase price for the Lubricor acquisition. The adjustment was the result of finalizing a post-closing settlement based on the Company’s assessment of additional information related to assets acquired and liabilities assumed. As of March 31, 2017, the allocation of the purchase price for the 2016 acquisitions have not been finalized and the one-year measurement periods have not ended. Further adjustments may be necessary as a result of the Company’s on-going assessment of additional information related to the fair value of assets acquired and liabilities assumed.

The following table presents the current allocations of the purchase prices of the assets acquired and liabilities assumed in all of the Company’s acquisitions in 2016:

2016 Acquisitions
Current assets (includes cash acquired)		$	3,443
Property, plant and equipment			2,574
Intangibles
	Customer lists and rights to sell		5,041
	Trademarks, formulations and
	product technology		2,543
	Other intangibles		127
Goodwill			3,355
	Total assets purchased		17,083
Current liabilities			(1,198)
Other long-term liabilities			(2,019)
	Total liabilities assumed		(3,217)
	Gross cash paid for acquisition	$	13,866
	Less: cash acquired		105
	Net cash paid for acquisition	$	13,761

In July 2015, the Company acquired Verkol, S.A.U., a leading specialty grease and other lubricants manufacturer based in northern Spain, included in its EMEA reportable operating segment, for 37.7 million EUR, or approximately $41.4 million. This included a post-closing adjustment of 1.3 million EUR, or approximately $1.4 million that was accrued as of December 31, 2015 and paid during the first quarter of 2016. The purchase included cash acquired of 14.1 million EUR, or approximately $15.4 million, and assumed long-term debt of 2.2 million EUR, or approximately $2.4 million.

The results of operations of the acquired businesses and assets are included in the Condensed Consolidated Statements of Income from their respective acquisition dates.  Transaction expenses associated with these acquisitions are included in SG&A in the Company’s Condensed Consolidated Statements of Income.  Certain pro forma and other information are not presented, as the operations of the acquired businesses are not material to the overall operations of the Company for the periods presented.