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Business Acquisitions
9 Months Ended
Sep. 30, 2021
Business Acquisitions [Abstract]  
Business acquisitions disclosure [Text Block]
Note 2 – Business Acquisitions
2021 Acquisitions
In September 2021, the Company acquired the remaining interest in Grindaix-GmbH
 
(“Grindaix”), a Germany-based, high-tech
provider of coolant control and delivery systems for approximately
2.4
 
million EUR or approximately $
2.9
 
million for its Global
Specialty Businesses reportable segment.
 
Previously, in February 2021,
 
the Company acquired a
38
% ownership interest in Grindaix
for approximately
1.4
 
million EUR or approximately $
1.7
 
million.
 
The Company recorded its initial investment as an equity method
investment within the Condensed Consolidated Financial Statements and
 
accounted for the purchase of the remaining interest as a step
acquisition whereby the Company remeasured the previously held
 
equity method investment to its fair value.
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 in various jurisdictions in which we
 
operate.
 
As of September 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.
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 September 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.
In November 2021, the Company closed two additional acquisitions that expand
 
its strategic product offerings and increase the
Company’s presence in its core metalworking
 
industries.
 
The total initial purchase price for these acquisitions was approximately $
10
million, subject to post-closing adjustments as well as certain earn-out
 
provisions that could total approximately $
4
 
million.
 
Transaction expenses associated with these
 
acquisitions are included in Combination, integration and other acquisition-related
expenses in the Condensed Consolidated Statements of Operations.
 
The results of operations of these two acquisitions are not
included in the Consolidated Statements of Operations because the date of
 
closing for each was subsequent to September 30, 2021.
 
Preliminary purchase price allocation of assets acquired and liabilities assumed
 
have not been presented as that information is not
available as of the date of these Condensed Consolidated Financial Statements.
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 the fourth
quarter of 2021.
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 nine 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 September 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 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
September 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 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.