XML 20 R10.htm IDEA: XBRL DOCUMENT v3.22.1
Business Acquisitions
3 Months Ended
Mar. 31, 2022
Business Acquisitions [Abstract]  
Business acquisitions disclosure [Text Block]
Note 2 – Business Acquisitions
2022 Acquisitions
 
In January 2022, the Company acquired a business that provides pickling
 
inhibitor technologies for the steel industry,
 
drawing
lubricants and stamping oil for metalworking, and various other lubrication,
 
rust preventative, and cleaner applications, for its
Americas reportable segment for approximately $
8.0
 
million.
 
This business broadens the Company’s
 
product offerings within its
existing metals and metalworking business in the Americas region.
 
The Company allocated $
5.6
 
million of the purchase price to
intangible assets, comprised of $
5.1
 
million of customer relationships to be amortized over
14
 
years; and $
0.5
 
million of existing
product technologies to be amortized over
14
 
years.
 
In addition, the Company recorded $
1.8
 
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 the
Company operates.
 
In January 2022, the Company acquired a business related to the sealing and impregnation
 
of metal castings for the automotive
sector, as well as impregnation resin and
 
impregnation systems for metal parts, for its Global Specialty Business reportable segment
for approximately
1.2
 
million EUR or approximately $
1.4
 
million.
 
This business expands the Company's geographic presence in
Germany as well as broadens its product offerings and
 
service capabilities within its existing impregnation business acquired
 
as part of
the Norman Hay acquisition in 2019.
The results of operations of the 2022 acquired assets and businesses subsequent
 
to the respective acquisition dates are included in
the unaudited Condensed Consolidated Statements of Income for the quarter ended
 
March 31, 2022.
 
Applicable transaction expenses
associated with these acquisitions are included in Combination,
 
integration and other acquisition-related expenses in the Company’s
unaudited Condensed Consolidated Statements of Income.
 
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 November 2021, the Company acquired Baron Industries (“Baron”),
 
a privately held Company that provides vacuum
impregnation services of castings, powder metals and electrical components
 
for its Global Specialty Businesses reportable segment for
$
11.0
 
million, including an initial cash payment of $
7.1
 
million, subject to post-closing adjustments as well as certain earn-out
provisions initially estimated at $
3.9
 
million that are payable at different times from 2022 through
 
2025.
 
The earn-out provisions
could total a maximum of $
4.5
 
million.
 
The Company allocated $
8.0
 
million of the purchase price to intangible assets, $
1.1
 
million of
property, plant and
 
equipment and $
1.5
 
million of other assets acquired net of liabilities assumed, which includes $
0.3
 
million of cash
acquired.
 
In addition, the Company recorded $
0.4
 
million of goodwill, all of which is expected to be tax deductible.
 
Intangible assets
comprised $
7.2
 
million of customer relationships to be amortized over
15 years
; and $
0.8
 
million of existing product technology to be
amortized over
13 years
.
 
 
In November 2021, the Company acquired a business that provides
 
hydraulic fluids, coolants, cleaners, and rust preventative oils
in Turkey for its EMEA reportable segment for
3.2
 
million EUR or approximately $
3.7
 
million.
 
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 its Global Specialty Businesses reportable
 
segment for
2.4
 
million EUR or
approximately $
2.9
 
million, which is gross of approximately $
0.3
 
million of cash acquired.
 
Previously, in February
 
2021, the
Company acquired a
38
% ownership interest in Grindaix for
1.4
 
million EUR or approximately $
1.7
 
million.
 
The Company recorded
its initial investment as an equity method investment within the 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 milling maskants
 
product line in the Global Specialty
Businesses reportable segment for
2.3
 
million EUR or approximately $
2.8
 
million.
 
In February 2021, the Company acquired a tin-plating solutions business for
 
the steel end market for $
25.0
 
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, all of which is expected to be tax deductible in various jurisdictions in which
 
we
operate.
 
Factors contributing to the purchase price that resulted in goodwill included the
 
acquisition of business processes and
personnel that will allow Quaker Houghton to better serve its customers.
 
As of March 31, 2022, the allocation of the purchase price of these acquisitions have
 
not been finalized and the one-year
measurement period has not ended, with the exception of the tin-plating
 
solutions business acquired in February 2021, the
measurement period for which ended in February 2022.
 
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 December 2020, the Company acquired Coral Chemical Corporation (“Coral”),
 
a privately held U.S.-based provider of metal
finishing fluid solutions.
 
Subsequent to the acquisition, the Company and the sellers of Coral (the “Sellers”) have
 
worked to finalize
certain post-closing adjustments.
 
In April 2022, after failing to reach resolution, the Sellers filed suit asserting certain
 
amounts owed
related to tax attributes of the acquisition.
 
Based on the facts and circumstances of the claim asserted by the Sellers, the Company
believes the potential range of exposure for this claim is $
0
 
to $
1.5
 
million.