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Business Acquisitions
9 Months Ended
Sep. 30, 2022
Business Acquisitions [Abstract]  
Business acquisitions [Text Block]
Note 2 – Business Acquisitions
2022 Acquisitions
 
Subsequent to the date of these financial statements, in October 2022,
 
the Company acquired a business that provides pickling and
rinsing products and services, which is part of the EMEA reportable segment,
 
for approximately
3.5
 
million EUR or approximately
$
3.5
 
million.
 
This acquisition, along with the Company’s
 
January 2022 acquisition in the Americas (described below), which had
similar specializations and product offerings in pickling
 
inhibitor technologies, strengthens Quaker Houghton’s
 
position in pickling
inhibitors and additives, enabling the Company to better support
 
and optimize production processes for customers across the Metals
industry.
In January 2022, the Company acquired a business that provides pickling
 
inhibitor technologies, drawing lubricants and stamping
oil, and various other lubrication, rust preventative, and cleaner applications,
 
which is part of the 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.
 
During the third quarter
of 2022 the Company finalized post-closing adjustments that resulted in
 
the Company paying less than $
0.1
 
million of additional
purchase consideration.
 
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.
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, which is part of the Global Specialty Businesses
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.
The results of operations of the January 2022 acquisitions subsequent to
 
the respective acquisition dates are included in the
unaudited Condensed Consolidated Statements of Income for the nine month
 
period ended September 30, 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 acquisitions are not considered material
 
to the overall operations of the Company for the periods
presented.
 
The results of operations of the October acquisition is not included in the Consolidated Statements of
 
Operations because
the date of closing was subsequent to September 30, 2022.
 
Preliminary purchase price allocation of assets acquired and liabilities
assumed for this business acquired has not been presented as that information
 
is not available as of the date of these Condensed
Consolidated Financial Statements.
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 that are payable at various times from 2022 through 2025.
 
The earn-out provisions could total a maximum of $
4.5
 
million.
 
In September 2022, the Company paid $
2.5
 
million related to certain of these earnout provisions.
 
The Company recorded an
incremental earn-out expense of $
0.1
 
million during the three and nine months ended September 30, 2022 related to
 
these earnout
provisions, recorded within the financial
 
statement caption “Combination, integration and other acquisition-related
 
expenses” on the
Company’s Condensed Consolidated
 
Statements of Income.
 
As of September 30, 2022, the Company has remaining earnout liabilities
recorded on its Condensed Consolidated Balance Sheet of $
1.6
 
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
.
 
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.
 
During
the third quarter of 2022 the Company finalized post-closing adjustments
 
that resulted in the Company receiving less than $
0.1
million.
 
In November 2021, the Company acquired a business that provides hydraulic
 
fluids, coolants, cleaners, and rust preventative oils
in Türkiye 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 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 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 September 30, 2022, the allocation of the purchase price of all of the Company’s
 
2022 acquisitions, the acquisition in
Türkiye and Baron have 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 December 2020, the Company acquired Coral Chemical Company,
 
LLC (“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.
 
During the second quarter of 2022, after failing to reach resolution,
 
the Sellers filed suit
asserting certain amounts owed related to tax attributes of the acquisition.
 
During the third quarter of 2022, there have been no
material changes to the facts and circumstances of the claim asserted by the
 
Sellers, and the Company continues to believe the
potential range of exposure for this claim is $
0
 
to $
1.5
 
million.