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Business Combination
12 Months Ended
Dec. 31, 2020
Business Combinations [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
 
royalty, 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
178,922
178,922
Inventories
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.
During 2020, the allocation of the purchase price for
 
the Combination was finalized and the
one-year
 
measurement period has
ended.
 
Houghton assets acquired and liabilities assumed were assigned to
 
each of the Company’s reportable
 
segments on a specific
identification or allocated basis, as applicable.
 
Prior to finalizing the purchase price allocation, certain measurement
 
period
adjustments were 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.
 
The Company allocated $
1,028.4
 
million of the purchase price to intangible assets, including certain
 
measurement period
adjustments, comprised of $
242.0
 
million of trademarks and tradename, to which management has
 
assigned indefinite lives; $
677.3
million of customer relationships, to be amortized over
15
 
to
18
 
years; and $
109.1
 
million of existing product technology,
 
to be
amortized over
20
 
years.
 
In addition, the Company recorded $
499.5
 
million of goodwill, including measurement period adjustments,
related to expected value not allocated to other acquired
 
assets, none of which will be tax deductible.
 
See Note 16 of Notes to
Consolidated Financial Statements.
 
Factors contributing to the purchase price that resulted in
 
goodwill included the acquisition of
management, business processes and personnel that
 
will allow Quaker Houghton to better serve its customers.
 
The expanded portfolio
is expected to generate significant cross-selling opportunities and
 
allow further expansion into certain emerging
 
growth markets.
 
 
Commencing August 1, 2019, the Company’s
 
Consolidated Statements of Income included the results of
 
Houghton.
 
Net sales of
Houghton subsequent to closing of the Combination and included
 
in the Company’s Consolidated
 
Statements of Income for the year
ended December 31, 2019 were $
299.8
 
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 amort
 
ization 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 costs of goods sold (“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 been presented in the unaudited pro forma
 
table below as these
costs on a pro forma basis were incurred during the year
 
ended December 31, 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.
For the years ending
Unaudited Pro Forma
 
 
December 31,
(as if the Combination occurred on
 
January 1, 2018)
2019
2018
Net sales
$
1,562,427
$
1,654,588
Net income attributable to Quaker Chemical Corporation
94,537
35,337
Combination,
 
integration and other acquisition-related expenses have been
 
and are expected to continue to be significant.
 
The
Company incurred total costs of $
30.3
 
million, $
38.0
 
million and $
19.5
 
million for the years ended December 31, 2020, 2019 and
2018
 
related to the Combination,
 
integration and other acquisition-related activities.
 
These costs included certain legal, financial and
other advisory
 
and consultant costs related to due diligence, regulatory approvals
 
and closing the Combination,
 
as well as integration
planning and post-closing integration activities including
 
internal control readiness and remediation.
 
These costs also include interest
costs to maintain the bank commitment (“ticking fees”)
 
for the Combination during each of the years ended December
 
31, 2019 and
2018,
 
accelerated depreciation charges during the year
 
s
 
ended December 31, 2020 and 2019, a loss on the sale of a held-for-sale
 
asset
during the year ended December 31, 2020, and a gain
 
on the sale of a held-for-sale asset during the year ended
 
December 31, 2018.
 
As of December 31, 2020 and 2019, the Company
 
had current liabilities related to the Combination and other acquisition-related
activities of $
7.5
 
million and $
6.6
 
million, respectively,
 
primarily recorded within other accrued liabilities on its Consolidated
 
Balance
Sheets.
Norman Hay
In
October 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
15,471
15,471
Inventories
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
(1) 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.
During 2020, the allocation of the purchase price for
 
Norman Hay was finalized and the
one-year
 
measurement period has ended.
 
The Company allocated $
51.1
 
million of the purchase price to intangible assets, comprised
 
of $
36.9
 
million of customer relationships,
to be amortized over
13
 
to
17
 
years; $
7.5
 
million of existing product technology,
 
to be amortized over
20
 
years; $
6.3
 
million of
trademarks, to be amortized over
16
 
to
17
 
years; and $
0.4
 
million of non-compete agreements, to be amortized over
2
 
to
11
 
years.
 
In
addition, the Company recorded $
29.3
 
million of goodwill related to expected value not allocated to
 
other acquired assets, none of
which will be tax deductible.
 
Factors contributing to the purchase price that resulted
 
in goodwill included the acquisition of
management, business processes and personnel that
 
will allow Quaker Houghton to better serve its customers.
 
The results of operations of Norman Hay are included
 
in the Consolidated Statements of Income as of October 1, 2019.
 
Transaction expenses associated with
 
this acquisition are included in Combination,
 
integration and other acquisition-related expenses
in the Company’s Consolidated
 
Statements of Income.
 
Certain pro forma and other information is not presented, as the operations
 
of
Norman Hay are not considered material to the overall
 
operations of the Company for the periods presented.
Coral Chemical Company
In
December 2020
, the Company completed its acquisition of
Coral Chemical Company
 
(“Coral”), a privately held, U.S.-based
provider of metal finishing fluid solutions.
 
The acquisition provides
 
technical expertise and product solutions for pre-treatment,
metalworking and wastewater treatment applications
 
to the beverage cans and general industrial end markets.
 
The acquired Coral
assets and liabilities were assigned to the Americas and Global
 
Specialty Businesses reportable segments.
 
The original purchase price
was approximately $
54.1
 
million, subject to routine and customary post-closing adjustments related
 
to working capital and net
indebtedness levels.
The following table presents the preliminary estimated fair
 
values of Coral net assets acquired:
December 22,
2020
Cash and cash equivalents
$
958
Accounts receivable
8,473
Inventories
4,527
Prepaid expenses and other assets
181
Property, plant and
 
equipment
10,467
Intangible assets
30,300
Goodwill
2,814
Total assets purchased
57,720
Long-term debt included current portions
183
Accounts payable, accrued expenses and other accrued liabilities
3,482
Total liabilities assumed
3,665
Total consideration
 
paid for Coral
54,055
Less: cash acquired
958
Net cash paid for Coral
$
53,097
The Company allocated $
30.3
 
million of the purchase price to intangible assets, comprised
 
of $
22.0
 
million of customer
relationships, to be amortized over
21
 
to
24
 
years; $
4.7
 
million of existing product technology,
 
to be amortized over
14
 
to
15
 
years;
$
3.6
 
million of trademarks, to be amortized over
17
 
years.
 
In addition, the Company recorded $
2.8
 
million of goodwill related to
expected value not allocated to other acquired assets, none
 
of which will be tax deductible.
 
Factors contributing to the purchase price
that resulted in goodwill included the acquisition of
 
management, business processes and personnel that will
 
allow Quaker Houghton
to better serve its customers.
 
As of December 31, 2020, the allocation of the purchase
 
price for Coral 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.
 
The preliminary purchase price allocations are based
upon the valuation of assets and these estimates and assumptions
 
are subject to change as the Company obtains additional information
during the measurement period.
 
These assets pending finalization include fixed assets and intangible
 
assets which could also result in
adjustments to goodwill.
 
The results of operations of Coral subsequent to the
 
acquisition date are included in the Consolidated Statements of
 
Income as of
December 31, 2020.
 
Transaction expenses associated with this acquisition
 
are included in Combination,
 
integration and other
acquisition-related expenses in the Company’s
 
Consolidated Statements of Income.
 
Certain pro forma and other information is not
presented, as the operations of Coral are not considered
 
material to the overall operations of the Company for the
 
periods presented.
Other Acquisitions
In February 2021, the Company acquired certain assets related
 
to tin-plating solutions in the steel end market for approximately
$
25
 
million.
 
The results of operations of the acquired assets are not
 
included in the Consolidated Statements of Income, because the
date of closing was after December 31, 2020.
 
Transaction expenses associated with this acquisition
 
that were incurred during the year
ended December 31, 2020 are included in Combination,
 
integration and other acquisition-related expenses in the Company’s
Consolidated Statements of Income.
 
A preliminary purchase price allocation of assets acquired
 
and liabilities assumed has not been
presented as that information is not available as of
 
the date of these Consolidated Financial Statements.
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 March 2018, the Company purchased certain formulations
 
and product technology for the mining industry for $
1.0
 
million.
 
The Company allocated the entire purchase price to intangible
 
assets representing formulations and product technology,
 
to be
amortized over
10
 
years.
 
In accordance with the terms of the applicable purchase agreement,
 
$
0.5
 
million of the purchase price was
paid at signing, and the remaining $
0.5
 
million of the purchase price was paid during the first quarter of 2019.