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Business Acquisitions
6 Months Ended
Jun. 30, 2021
Business Acquisitions [Abstract]  
Business acquisitions disclosure [Text Block]
Note 2 – Business Acquisitions
2021 Acquisitions
In June 2021, the Company acquired certain assets for its chemical
 
maskants product line in the Global Specialty Businesses
reportable segment for
2.3
 
million EUR or approximately $
2.8
 
million.
 
The Company accounted for the acquisition using the asset
acquisition method under ASC 805,
Business Combinations
.
 
In February 2021, the Company acquired a tin-plating
 
solutions business for the steel end market for approximately $
25
 
million.
 
This acquisition is part of each of the Company’s
 
geographic reportable segments.
 
The Company allocated $
19.6
 
million of the
purchase price to intangible assets, comprised of $
18.3
 
million of customer relationships, to be amortized over
19 years
; $
0.9
 
million
of existing product technology to be amortized over
14 years
; and $
0.4
 
million of a licensed trademark to be amortized over
3 years
.
 
In addition, the Company recorded $
5.0
 
million of goodwill related to expected value not allocated
 
to other acquired assets, all of
which is expected to be tax deductible.
 
As of June 30, 2021, the allocation of the purchase price 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.
 
Additionally, in February
 
2021, the Company acquired a
38
% ownership interest in a Germany-based, high-tech
 
provider of
coolant control and delivery systems for approximately
1.4
 
million EUR or approximately $
1.7
 
million.
 
The Company recorded this
investment as an equity method investment within
 
the Condensed Consolidated Financial Statements.
The results of operations of the acquired assets and businesses subsequent
 
to the respective acquisition dates are included in the
Condensed Consolidated Statements of Operations as of June
 
30, 2021.
 
Applicable transaction expenses associated with these
acquisitions are included in Combination, integration
 
and other acquisition-related expenses in the Company’s
 
Condensed
Consolidated Statements of Operations.
 
Certain pro forma and other information is not presented, as the
 
operations of the acquired
assets and businesses are not considered material to the
 
overall operations of the Company for the periods presented.
Previous Acquisitions
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 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 Company anticipates finalizing its post-closing adjustments
 
for the Coral acquisition during 2021 and
currently estimates it will receive approximately $
0.1
 
million to settle such adjustments.
The following table presents the preliminary estimated fair
 
values of Coral net assets acquired:
Measurement
December 22,
December 22,
Period
2020
2020 (1)
Adjustments
(as adjusted)
Cash and cash equivalents
$
958
$
$
958
Accounts receivable
8,473
8,473
Inventories
4,527
4,527
Prepaid expenses and other assets
181
181
Property, plant and
 
equipment
10,467
652
11,119
Intangible assets
30,300
(500)
29,800
Goodwill
2,814
270
3,084
Total assets purchased
57,720
422
58,142
Long-term debt including current portions and finance leases
183
556
739
Accounts payable, accrued expenses and other accrued
 
liabilities
3,482
3,482
Total liabilities assumed
3,665
556
4,221
Total consideration
 
paid for Coral
54,055
(134)
53,921
Less: estimated purchase price settlement
(134)
(134)
Less: cash acquired
958
958
Net cash paid for Coral
$
53,097
$
$
53,097
(1) As previously disclosed in the Company’s
 
2020 Form 10-K
.
Measurement period adjustments recorded during the first
 
six months of 2021 include certain adjustments related
 
to refining
original estimates for assets and liabilities for certain
 
acquired finance leases, as well the adjustment to reflect the expected
 
settlement
of post-closing working capital and net indebtedness true
 
ups to the original purchase price.
 
As of June 30, 2021,
 
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.
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.
 
As of June 30, 2021, the allocation of the purchase price of TEL
 
was finalized and the
one year
measurement period ended.
 
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
 
Europe, Middle East and Africa (“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 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 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 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.