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Business Combinations
9 Months Ended
Sep. 30, 2020
Business Combination Separately Recognized Transaction [Abstract]  
Business Combination Disclosure [Text Block]
Note 2 – Business Combinations
 
Houghton
On
August 1, 2019
, the Company completed the Combination, whereby the Company
 
acquired all of the issued and outstanding
shares of
Houghton
 
from Gulf Houghton Lubricants, Ltd. and certain other selling
 
shareholders in exchange for a combination of cash
and shares of the Company’s
 
common stock in accordance with the Share Purchase Agreement,
 
dated April 4, 2017.
 
Houghton is a
leading global provider of specialty chemicals and technical
 
services for metalworking and other industrial applications.
 
The
Company believes that combining the Legacy Quaker
 
and Houghton products and service offerings allows Quaker
 
Houghton to better
serve its customers in its various end markets.
 
The Combination was subject to certain regulatory
 
and shareholder approvals.
 
At a shareholder meeting held during 2017, the
Company’s shareholders
 
approved the issuance of new shares of the Company’s
 
common stock at closing of the Combination.
 
Also
in 2017, the Company received regulatory approvals for
 
the Combination from China and Australia.
 
The Company received
regulatory approvals from the European Commission
 
(“EC”) during the second quarter of 2019 and the U.S. Federal
 
Trade
Commission (“FTC”) in July 2019.
 
The approvals from the FTC and the EC required the concurrent
 
divestiture of certain steel and
aluminum related product lines of Houghton, which
 
were sold by Houghton on August 1, 2019 for approximately
 
$
37
 
million in cash.
 
The final remedy agreed with the EC and the FTC was consistent
 
with the Company’s
 
previous expectation that the total divested
product lines would be approximately
3
% of the combined company’s
 
net sales.
The following table summarizes the fair value of consideration
 
transferred in the Combination:
Cash transferred to Houghton shareholders (a)
$
170,829
Cash paid to extinguish Houghton debt obligations
702,556
Fair value of common stock issued as consideration (b)
789,080
Total fair value
 
of consideration transferred
$
1,662,465
a)
 
A portion is held in escrow by a third party,
 
subject to indemnification rights that lapse upon the achievement
 
of certain
milestones.
(b)
 
Amount was determined based on approximately
4.3
 
million shares, comprising
24.5
% of the common stock of the Company
immediately after the closing, and the closing price per
 
share of Quaker Chemical Corporation common stock
 
of $
182.27
 
on
August 1, 2019.
The Company accounted for the Combination under the
 
acquisition method of accounting.
 
This method requires the recording of
acquired assets, including separately identifiable
 
intangible assets, at their fair value on the acquisition date.
 
Any excess of the
purchase price over the estimated fair value of
 
the identifiable net assets acquired is recorded as goodwill.
 
The determination of the
estimated fair value of assets acquired,
 
including indefinite and definite-lived intangible assets,
 
requires management’s
 
judgment
 
and
often involves the use of significant estimates and assumptions,
 
including assumptions with respect to future cash inflows and
outflows, discount rates, customer attrition rates, royalty
 
rates, asset lives and market multiples, among other items.
 
Fair values were
determined by management using a variety of methodologies
 
and resources, including external independent valuation
 
experts.
 
The
valuation methods included physical appraisals, discounted
 
cash flow analyses, excess earnings, relief from royal
 
ty, and other
appropriate valuation techniques to determine the fair value
 
of assets acquired and liabilities assumed.
The following table presents the final estimated fair
 
values of Houghton net assets acquired:
Measurement
August 1,
Period
August 1, 2019
2019 (1)
Adjustments
(as adjusted)
Cash and cash equivalents
$
75,821
$
$
75,821
Accounts receivable, net
178,922
178,922
Inventories, net
95,193
95,193
Prepaid expenses and other assets
10,652
666
11,318
Property, plant and
 
equipment
115,529
(66)
115,463
Right of use lease assets
10,673
10,673
Investments in associated companies
66,447
66,447
Other non-current assets
4,710
1,553
6,263
Intangible assets
1,028,400
1,028,400
Goodwill
494,915
4,625
499,540
Total assets purchased
2,081,262
6,778
2,088,040
Short-term borrowings, not refinanced at closing
9,297
9,297
Accounts payable, accrued expenses and other accrued liabilities
150,078
1,127
151,205
Deferred tax liabilities
205,082
4,098
209,180
Long-term lease liabilities
6,607
6,607
Other non-current liabilities
47,733
1,553
49,286
Total liabilities assumed
418,797
6,778
425,575
Total consideration
 
paid for Houghton
1,662,465
1,662,465
Less: cash acquired
75,821
75,821
Less: fair value of common stock issued as consideration
789,080
789,080
Net cash paid for Houghton
$
797,564
$
$
797,564
(1) As
 
previously disclosed in the Company’s
 
2019 Form 10-K.
As of September 30, 2020, the allocation of the purchase
 
price for the Combination has been finalized and the
one-year
measurement period has ended.
 
Houghton assets acquired and liabilities assumed have been assigned
 
to each of the Company’s
reportable segments on a specific identification or allocated
 
basis, as applicable.
 
Measurement period adjustments recorded during
2020 related primarily to increasing the valuation allowances
 
against the deferred tax assets associated with foreign
 
tax credits
acquired as part of the Combination as additional information
 
became available and was used to update the Company’s
 
initial
estimates of expenses allocated to foreign source income
 
and expected creditable foreign taxes.
 
In addition, measurement period
adjustments included
 
the recognition of additional other non-current assets and other non-current
 
liabilities based on additional
information
 
obtained regarding certain tax audits and associated rights to
 
indemnification, and certain non-income tax liabilities
payable upon closing of the Combination in certain
 
countries.
Commencing August 1, 2019, the Company’s
 
Consolidated Statements of Operations included the results of
 
Houghton.
 
Net sales
of Houghton subsequent to closing of the Combination
 
and included in the Company’s
 
Consolidated Statements of Operations for the
three and nine months ending September 30, 2019
 
were $
119.5
 
million.
 
The following unaudited pro forma consolidated financial
information has been prepared as if the Combination
 
had taken place on January 1, 2018.
 
The unaudited pro forma results include
certain adjustments to each company’s
 
historical actual results, including: (i) additional depreciation
 
and amortization expense based
on the initial estimates of fair value step up and estimated
 
useful lives of depreciable fixed assets, definite-lived intangible assets and
investment in associated companies acquired; (ii)
 
adoption of required accounting guidance and alignment of related
 
accounting
policies, (iii) elimination of transactions between Legacy
 
Quaker and Houghton; (iv) elimination of results associated with the
divested product lines; (v) adjustment to interest expense,
 
net, to reflect the impact of the financing and capital structure of
 
the
combined Company; and (vi) adjustment for certain
 
Combination, integration and other acquisition-related costs to
 
reflect such costs
as if they were incurred in the period immediately following
 
the pro-forma closing of the Combination on January
 
1, 2018.
 
The
adjustments described in (vi) include an expense recorded
 
in COGS associated with selling inventory acquired in the
 
Combination
which was adjusted to fair value as part of purchase accounting,
 
restructuring expense incurred associated with the Company’s
 
global
restructuring program initiated post-closing of the Combination
 
and certain other integration costs incurred post-closing included
 
in
combination and other acquisition-related expenses.
 
These costs have not been presented in the unaudited pro forma
 
table below as
these costs on a pro forma basis were incurred during the
 
three and nine months ended September 30, 2018.
 
Unaudited pro forma
results are not necessarily indicative of the results that would
 
have occurred if the acquisition had occurred on the
 
date indicated, or
that may result in the future for various reasons, including
 
the potential impact of revenue and cost synergies on
 
the business.
Three
Nine
Months Ended
Months Ended
Unaudited Pro Forma
 
September 30,
September 30,
(as if the Combination occurred on
 
January 1, 2018)
2019
2019
Net sales
$
386,396
$
1,170,981
Net income attributable to Quaker Chemical Corporation
22,491
70,533
Combination, integration and other acquisition-related
 
expenses have been and are expected to continue to be significant.
 
The
Company incurred total costs of approximately $
6.9
 
million and $
23.4
 
million for the three and nine months ended September 30,
2020,
 
respectively, primarily
 
for professional fees related to Houghton integration activities.
 
Comparatively,
 
the Company incurred
total costs of approximately $
15.1
 
million and $
25.9
 
million during the three and nine months ended September 30,
 
2019,
respectively, primarily
 
for various professional fees and integration planning and
 
regulatory approval as well as professional fees
associated with closing the Combination.
 
These costs also include $
0.8
 
million of accelerated depreciation charges during
 
the nine
months ended September 30, 2020 and $
0.4
 
million and $
2.1
 
million of interest costs to maintain the bank commitment
 
(“ticking
fees”) for the Combination during the three and nine
 
months ended September 30, 2019, respectively.
 
The Company had current
liabilities related to the Combination, integration and
 
other acquisition-related activities of $
9.1
 
million and $
6.6
 
million as of
September 30, 2020,
 
and December 31, 2019,
 
respectively, primarily recorded
 
within other accrued liabilities on its Condensed
Consolidated Balance Sheets.
Norman Hay
On
October 1, 2019
, the Company completed its acquisition of the operating divisions
 
of
Norman Hay plc
 
(“Norman Hay”), a
private U.K. company that provides specialty chemicals, operating
 
equipment, and services to industrial end markets.
 
The acquisition
adds new technologies in automotive, original equipment
 
manufacturer (“OEM”), and aerospace, as well as engineering expertise
which is expected to strengthen the Company’s
 
existing equipment solutions platform.
 
The acquired Norman Hay assets and
liabilities were assigned to the Global Specialty Businesses reportable
 
segment.
 
The original purchase price was
80.0
 
million GBP,
 
on
a cash-free and debt-free basis, subject to routine and customary
 
post-closing adjustments related to working capital and net
indebtedness levels.
The following table presents the final estimated fair
 
values of Norman Hay net assets acquired:
Measurement
October 1,
Period
October 1, 2019
2019 (1)
Adjustments
(as adjusted)
Cash and cash equivalents
$
18,981
$
$
18,981
Accounts receivable, net
15,471
15,471
Inventories, net
8,213
(49)
8,164
Prepaid expenses and other assets
4,203
138
4,341
Property, plant and
 
equipment
14,981
14,981
Right of use lease assets
10,608
10,608
Intangible assets
51,088
51,088
Goodwill
29,384
(82)
29,302
Total assets purchased
152,929
7
152,936
Long-term debt included current portions
485
485
Accounts payable, accrued expenses and other accrued liabilities
13,488
(732)
12,756
Deferred tax liabilities
12,746
905
13,651
Long-term lease liabilities
8,594
8,594
Total liabilities assumed
35,313
173
35,486
Total consideration
 
paid for Norman Hay
117,616
(166)
117,450
Less: estimated purchase price settlement (2)
3,287
(3,287)
Less: cash acquired
18,981
18,981
Net cash paid for Norman Hay
$
95,348
$
3,121
$
98,469
As previously disclosed in the Company’s
 
2019 Form 10-K.
(2)
 
The Company finalized its post-closing adjustments for the
 
Norman Hay acquisition and paid approximately
2.5
 
million GBP
during the first quarter of 2020 to settle such adjustments.
As of September 30, 2020, the allocation of the purchase
 
price for Norman Hay has been finalized.
Other Acquisitions
In May 2020, the Company acquired Tel
 
Nordic ApS (“TEL”), a company that specializes in lubricants and engineering
 
primarily
in high pressure aluminum die casting for its Europe,
 
Middle East and Africa (“EMEA”) reportable segment.
 
Consideration paid was
in the form of a convertible promissory note in the amount
 
of
20.0
 
million DKK, or approximately $
2.9
 
million, which was
subsequently converted into shares of the Company’s
 
common stock.
 
An adjustment to the purchase price of approximately
0.4
million DKK, or less than $
0.1
 
million, was made as a result of finalizing a post-closing
 
settlement in the second quarter of 2020.
 
The
Company allocated approximately $
2.4
 
million of the purchase price to intangible assets to be amortized
 
over
17
 
years.
 
In addition,
the Company recorded approximately $
0.5
 
million of goodwill, related to expected value not allocated to
 
other acquired assets, none
of which will be tax deductible.
 
The allocation of the purchase price of TEL has not been
 
finalized and the
one-year
 
measurement
period has 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.
In March 2020, the Company acquired the remaining
49
% ownership interest in one of its South African affiliates,
 
Quaker
Chemical South Africa Limited (“QSA”) for
16.7
 
million ZAR, or approximately $
1.0
 
million, from its joint venture partner PQ
Holdings South Africa.
 
QSA is a part of the Company’s
 
EMEA reportable segment.
 
As this acquisition was a change in an existing
controlling ownership, the Company recorded $
0.7
 
million of excess purchase price over the carrying value of
 
the noncontrolling
interest in Capital in excess of par value.
 
In 2018 the Company purchased certain formulations and product
 
technology for the mining
industry for $
1.0
 
million, with $
0.5
 
million of the purchase price paid at signing and the remaining
 
$
0.5
 
million of the purchase price
paid during the first quarter of 2019.