XNYS:KWR Quaker Chemical Corp Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
 

 
 
FORM 10-Q
 
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2012

OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 001-12019
 





QUAKER CHEMICAL CORPORATION
(Exact name of Registrant as specified in its charter)
 





 
     
Pennsylvania
 
23-0993790
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
     
One Quaker Park, 901 E. Hector Street,
Conshohocken, Pennsylvania
 
19428 – 2380
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: 610-832-4000

Not Applicable
Former name, former address and former fiscal year, if changed since last report.
 






Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes   x     No   ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


 
Large accelerated filer  ¨    
 
Accelerated filer  x
 
 
Non-accelerated filer  ¨ (Do not check if smaller reporting company)
Smaller reporting Company ¨
 



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
     
Number of Shares of Common Stock
Outstanding on March 31, 2012
 
 
12,950,752

 
 

 

 
         
 
  
 
  
Page
PART I.
  
FINANCIAL INFORMATION
  
 
Item 1.
  
Financial Statements (unaudited)
  
 
 
  
  
3
 
  
  
4
     
5
 
  
  
6
 
  
  
7
Item 2.
  
  
21
Item 3.
  
  
25
Item 4.
  
  
26
PART II.
  
  
27
Item 1.
   
27
Item 2.
   
27
Item 6.
  
  
28
Signatures
  
28


FINANCIAL INFORMATION

Item 1.                                Financial Statements (Unaudited).

Quaker Chemical Corporation
 
Condensed Consolidated Balance Sheet



   
Unaudited
 
   
(Dollars in thousands,
 
   
except par value
 
   
and share amounts)
 
   
March 31, 2012
   
December 31, 2011*
 
 
 
ASSETS
               
Current assets
               
        Cash and cash equivalents
 
$
18,964
   
$
16,909
 
        Accounts receivable, net
   
162,464
     
150,676
 
        Inventories
               
                Raw materials and supplies
   
44,711
     
41,771
 
                Work-in-process and finished goods
   
30,877
     
32,987
 
        Prepaid expenses and other current assets
   
17,024
     
17,206
 
                Total current assets
   
274,040
     
259,549
 
Property, plant and equipment, at cost
   
217,580
     
214,695
 
        Less accumulated depreciation
   
(133,589)
     
(131,779)
 
                Net property, plant and equipment
   
83,991
     
82,916
 
Goodwill
   
59,064
     
58,152
 
Other intangible assets, net
   
31,303
     
31,783
 
Investments in associated companies
   
7,458
     
7,942
 
Deferred income taxes
   
29,368
     
29,823
 
Other assets
   
37,181
     
35,356
 
                Total assets
 
$
522,405
   
$
505,521
 
                 
LIABILITIES AND EQUITY
               
Current liabilities
               
        Short-term borrowings and current portion of long-term debt
 
$
607
   
$
636
 
        Accounts and other payables
   
76,257
     
68,125
 
        Accrued compensation
   
9,906
     
16,987
 
        Other current liabilities
   
22,889
     
20,901
 
               Total current liabilities
   
109,659
     
106,649
 
Long-term debt
   
47,900
     
46,701
 
Deferred income taxes
   
7,236
     
7,094
 
Other non-current liabilities
   
86,946
     
89,351
 
               Total liabilities
   
251,741
     
249,795
 
Equity
               
         Common stock $1 par value; authorized 30,000,000 shares; issued and outstanding
               
            2012 – 12,950,752 shares; 2011 – 12,911,508 shares
   
12,951
     
12,912
 
         Capital in excess of par value
   
90,836
     
89,725
 
         Retained earnings
   
184,764
     
175,932
 
         Accumulated other comprehensive loss
   
(25,902)
     
(29,820)
 
               Total Quaker shareholders’ equity
   
262,649
     
248,749
 
Noncontrolling interest
   
8,015
     
6,977
 
Total equity
   
270,664
     
255,726
 
         Total liabilities and equity
 
$
522,405
   
$
505,521
 

*
Condensed from audited financial statements

The accompanying notes are an integral part of these condensed consolidated financial statements.


 
Condensed Consolidated Statement of Income

   
Unaudited
 
   
(Dollars in thousands,
 
   
except per
 
   
share and share amounts)
 
   
Three Months Ended March 31,
 
   
2012
   
2011
 
Net sales
  $ 177,638     $ 159,865  
Cost of goods sold
    117,843       107,131  
Gross profit
    59,795       52,734  
Selling, general and administrative expenses
    43,093       38,634  
Operating income
    16,702       14,100  
Other income, net
    341       539  
Interest expense
    (1,174 )     (1,218 )
Interest income
    123       272  
Income before taxes and equity in net income of associated companies
    15,992       13,693  
Taxes on income before equity in net income of associated companies
    3,445       2,822  
Income before equity in net income of associated companies
    12,547       10,871  
Equity in net income of associated companies
    146       359  
Net income
    12,693       11,230  
Less: Net income attributable to noncontrolling interest
    747       630  
Net income attributable to Quaker Chemical Corporation
  $ 11,946     $ 10,600  
Per share data:
               
Net income attributable to Quaker Chemical Corporation Common Shareholders – basic
  $ 0.92     $ 0.92  
Net income attributable to Quaker Chemical Corporation Common Shareholders – diluted
  $ 0.91     $ 0.91  
Dividends declared
  $ 0.24     $ 0.235  
                 

The accompanying notes are an integral part of these condensed consolidated financial statements.


 
Condensed Consolidated Statement of Comprehensive Income


   
Unaudited
 
   
(Dollars in thousands
 
   
except per
 
   
share and and share amounts)
 
   
Three Months Ended March 31,
 
   
2012
   
2011
 
Net income
  $ 12,693     $ 11,230  
                 
Other compreshensive income, net of tax
               
Currency translation adjustments
    3,635       3,821  
Defined benefit retirement plans
    470       324  
Current period change in fair value of derivatives
    96       96  
Unrealized gain on available-for-sale securities
    8       6  
Other comprehensive income
    4,209       4,247  
                 
Comprehensive income
    16,902       15,477  
Less: comprehensive income attributable to noncontrolling interest
    (1,038 )     (638 )
Comprehensive income attributable to Quaker Chemical Corporation
  $ 15,864     $ 14,839  

The accompanying notes are an integral part of these condensed consolidated financial statements.



 
Condensed Consolidated Statement of Cash Flows

   
Unaudited
 
   
(Dollars in thousands)
 
   
For the Three Months Ended
 
   
March 31,
 
   
2012
   
2011
 
Cash flows from operating activities
           
Net income
  $ 12,693     $ 11,230  
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
               
Depreciation
    3,057       2,656  
Amortization
    746       486  
Equity in undistributed earnings of associated companies, net of dividends
    38       (262 )
Deferred compensation and other, net
    (103 )     1,967  
Stock-based compensation
    1,186       868  
Gain on disposal of property, plant and equipment
    (14 )     (40 )
Insurance settlement realized
    (483 )     (365 )
Pension and other postretirement benefits
    (2,357 )     (4,910 )
Decrease in cash from changes in current assets and current liabilities, net of acquisitions:
               
Accounts receivable
    (9,764 )     (12,478 )
Inventories
    352       (8,309 )
Prepaid expenses and other current assets
    (557 )     (2,397 )
Accounts payable and accrued liabilities
    1,938       4,455  
Net cash provided by (used in) operating activities
    6,732       (7,099 )
                 
Cash flows from investing activities
               
Investments in property, plant and equipment
    (3,178 )     (3,475 )
Proceeds from disposition of assets
    64       170  
Insurance settlement received and interest earned
    18       22  
Change in restricted cash, net
    465       343  
Net cash used in investing activities
    (2,631 )     (2,940 )
                 
Cash flows from financing activities
               
Proceeds from long-term debt
    1,350       10,000  
Repayment of long-term debt
    (189 )     (231 )
Dividends paid
    (3,105 )     (2,701 )
Stock options exercised, other
    (1,288 )     (50 )
Excess tax benefit related to stock option exercises
    546       78  
Net cash (used in) provided by financing activities
    (2,686 )     7,096  
Effect of exchange rate changes on cash
    640       741  
Net increase (decrease) in cash and cash equivalents
    2,055       (2,202 )
Cash and cash equivalents at beginning of period
    16,909       25,766  
Cash and cash equivalents at end of period
  $ 18,964     $ 23,564  
                 
Supplemental cash flow disclosures:
               
Non-cash activities:
               
Excess tax benefit related to stock option exercises
  $ 706     $  

The accompanying notes are an integral part of these condensed consolidated financial statements.

 
6

Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(Unaudited)


Note 1 – Condensed Financial Information
 
The condensed consolidated financial statements included herein are unaudited and have been prepared in accordance with generally accepted accounting principles in the United States for interim financial reporting and the United States Securities and Exchange Commission regulations. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the financial statements reflect all adjustments (consisting only of normal recurring adjustments) which are necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods. The results for the three months ended March 31, 2012 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2011.
 
During the first quarter of 2012, the Company adopted the Financial Accounting Standards Board’s (“FASB’s”) guidance regarding presentation of comprehensive income.  The guidance requires that comprehensive income be presented with the Condensed Consolidated Statement of Income or as a separate statement immediately following the Condensed Consolidated Statement of Income, and can no longer be presented as part of the Consolidated Statement of Changes in Equity.  The Company adopted the guidance using the two statement approach, and the adoption of this guidance did not have a material impact on the Company’s results or financial condition.
 
As part of the Company’s chemical management services, certain third-party product sales to customers are managed by the Company. Where the Company acts as the principal, revenue is recognized on a gross reporting basis at the selling price negotiated with customers. Where the Company acts as an agent, such revenue is recorded using net reporting as service revenues, at the amount of the administrative fee earned by the Company for ordering the goods. Third-party products transferred under arrangements resulting in net reporting totaled $11,229 and $11,964 for the three months ended March 31, 2012 and 2011, respectively.

Note 2 – Recently Issued Accounting Standards
 
The FASB updated its guidance in December 2011 regarding disclosures pertaining to the netting and offsetting of derivatives and financial instruments on an entity’s Consolidated Balance Sheet.  Disclosures required under the updated guidance include presenting gross amounts of assets and liabilities related to financial instruments that may have been historically offset on the Consolidated Balance Sheet.  The guidance is effective for annual and interim fiscal periods beginning on or after January 1, 2013.   The Company is currently evaluating the effect of this guidance.
 

Note 3 – Income Taxes and Uncertain Income Tax Positions
 
The Company’s first quarter of 2012 effective tax rate was 21.5%, as compared to an effective tax rate of 20.6% for the first quarter of 2011.  Both quarters’ effective tax rates reflect the expiration of applicable statutes of limitations for uncertain tax positions of approximately $0.12 and $0.11 per diluted share for 2012 and 2011, respectively.
 
The FASB’s guidance regarding accounting for uncertainty in income taxes prescribes the recognition threshold and measurement attributes for financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return. The guidance further requires the determination of whether the benefits of tax positions will be more likely than not sustained upon audit based upon the technical merits of the tax position. For tax positions that are determined to be more likely than not sustained upon audit, a company recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not determined to be more likely than not sustained upon audit, a company does not recognize any portion of the benefit in the financial statements. Additionally, the guidance provides for derecognition, classification, penalties and interest, accounting in interim periods, disclosure and transition.
 
As of March 31, 2012, the Company’s cumulative liability for gross unrecognized tax benefits was $12,482.  At December 31, 2011, the Company’s cumulative liability for gross unrecognized tax benefits was $12,719.
 
The Company continues to recognize interest and penalties associated with uncertain tax positions as a component of taxes on income before equity in net income of associated companies in its Condensed Consolidated Statement of Income. The Company recognized ($215) for interest and $95 for penalties on its Condensed Consolidated Statement of Income for the three months ended March 31, 2012, and ($125) for interest and $279 for penalties during the three months ended March 31, 2011. As of March 31, 2012, the Company had accrued $2,109 for cumulative interest and $1,428 for cumulative penalties, and $2,268 for cumulative interest and $1,298 for cumulative penalties at December 31, 2011.
 

 
 
 
 
7

 
Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Dollars in thousands, except per share amounts)
(Unaudited)


During the first quarter of 2012, the Company derecognized uncertain tax positions due to the expiration of the applicable statutes of limitations for certain tax years of approximately $1,072.
 
The Company estimates that during the year ended December 31, 2012 it will reduce its cumulative liability for gross unrecognized tax benefits by approximately $1,700 to $1,800 due to the expiration of the statute of limitations with regard to certain tax positions. This estimated reduction in the cumulative liability for unrecognized tax benefits does not consider any increase in liability for unrecognized tax benefits with regard to existing tax positions or any increase in cumulative liability for unrecognized tax benefits with regard to new tax positions for the year ended December 31, 2012.
 
The Company and its subsidiaries are subject to U.S. Federal income tax, as well as the income tax of various state and foreign tax jurisdictions. Tax years that remain subject to examination by major tax jurisdictions include the Netherlands and the United Kingdom from 2006, Brazil and Spain from 2007, the United States from 2008, China from 2009, Italy from 2010, and various domestic state tax jurisdictions from 1993.

Note 4 – Fair Value Measurements
 
The FASB’s guidance regarding fair value measurements establishes a common definition for fair value to be applied to guidance requiring use of fair value, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements.  The guidance does not require any new fair value measurements, but rather applies to all other accounting guidance that requires or permits fair value measurements.
 
The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
 
 
·
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
 
 
·
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
 
 
·
Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
 
The Company values its interest rate swaps, company-owned life insurance policies, various deferred compensation assets and liabilities, acquisition-related consideration and an obligation related to a non-competition agreement at fair value.  The Company’s assets and liabilities subject to fair value measurement are as follows (in thousands):

         
Fair Value Measurements at March 31, 2012
 
   
Fair Value
   
Using Fair Value Hierarchy
 
   
as of
                   
Assets
 
March 31, 2012
   
Level 1
   
Level 2
   
Level 3
 
Company-owned life insurance
  $ 1,620     $     $ 1,620     $  
Company-owned life insurance - Deferred compensation assets
    469             469        
Other deferred compensation assets
                               
Large capitalization registered investment companies
    62       62              
Mid capitalization registered investment companies
    5       5              
Small capitalization registered investment companies
    9       9              
International developed and emerging markets registered investment
                               
                companies
    35       35              
Fixed income registered investment companies
    9       9              
                                 
Total
  $ 2,209     $ 120     $ 2,089     $  

 
Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Dollars in thousands, except per share amounts)
(Unaudited)

 
         
Fair Value Measurements at March 31, 2012
 
   
Fair Value
   
Using Fair Value Hierarchy
 
   
as of
                   
Liabilities
 
March 31, 2012
   
Level 1
   
Level 2
   
Level 3
 
Deferred compensation liabilities
                       
Large capitalization registered investment companies
  $ 327     $ 327     $     $  
Mid capitalization registered investment companies
    87       87              
Small capitalization registered investment companies
    71       71              
International developed and emerging markets registered investment
                               
                  companies
    177       177              
Fixed income registered investment companies
    48       48              
Fixed general account
    167             167        
Interest rate derivatives
    270             270        
Acquisition-related consideration
    9,204                   9,204  
                                 
Total
  $ 10,351     $ 710     $ 437     $ 9,204  

         
Fair Value Measurements at December 31, 2011
 
   
Fair Value
   
Using Fair Value Hierarchy
 
   
as of
                   
Assets
 
December 31, 2011
   
Level 1
   
Level 2
   
Level 3
 
Company-owned life insurance
  $ 1,508     $     $ 1,508     $  
Company-owned life insurance - Deferred compensation assets
    487             487        
Other deferred compensation assets
                               
Large capitalization registered investment companies
    64       64              
Mid capitalization registered investment companies
    4       4              
Small capitalization registered investment companies
    7       7              
International developed and emerging markets registered investment
                               
                 companies
    32       32              
Fixed income registered investment companies
    8       8              
                                 
Total
  $ 2,110     $ 115     $ 1,995     $  

         
Fair Value Measurements at December 31, 2011
 
   
Fair Value
   
Using Fair Value Hierarchy
 
   
as of
                   
Liabilities
 
December 31, 2011
   
Level 1
   
Level 2
   
Level 3
 
Deferred compensation liabilities
                       
Large capitalization registered investment companies
  $ 318     $ 318     $     $  
Mid capitalization registered investment companies
    83       83              
Small capitalization registered investment companies
    68       68              
International developed and emerging markets registered investment
                               
                 companies
    168       168              
Fixed income registered investment companies
    50       50              
Fixed general account
    177             177        
Interest rate derivatives
    418             418        
Acquisition-related consideration
    8,898                   8,898  
                                 
Total
  $ 10,180     $ 687     $ 595     $ 8,898  

The fair values of Company-owned life insurance (“COLI”) and COLI deferred compensation assets are based on quotes for like instruments with similar credit ratings and terms.  The fair values of other deferred compensation assets and liabilities are based on quoted prices in active markets.  The fair values of interest rate derivatives are based on quoted market prices from various banks for similar instruments.  The fair value of the earnout is based on unobservable inputs and is classified as Level 3.  Significant inputs and assumptions are management’s estimate of the probability of the earnout ultimately being met/paid and the discount rate used to present value the liability.  The fair value of the holdbacks and the obligation related to a non-competition agreement are also based on unobservable inputs and are classified as Level 3.  Significant inputs and assumptions for both the obligation related to the non-competition agreement and the holdbacks are management’s estimate of the discount rate used to present value the liabilities.  
 
 
Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Dollars in thousands, except per share amounts)
(Unaudited)

 
Significant changes in any of those Level 3 inputs and assumptions in isolation would result in increases or decreases to the fair value measurements for the holdbacks, the earnout and the non-competition agreement.
 
Changes in the fair value of the Level 3 liabilities during the three months ended March 31, 2012 were as follows:

               
Non-competition
           
   
Earnout
   
Hold-back
   
Agreement
   
Hold-back
     
   
Summit
   
Tecniquimia
   
Obligation
   
GW Smith
 
Total
 
Balance at December 31 2011
  $ 5,444     $ 1,877     $ 675     $ 902   $ 8,898  
Interest accretion
    198       62       13       33     306  
Balance at March 31,  2012
  $ 5,642     $ 1,939     $ 688     $ 935   $ 9,204  

Quantitative information about the Company’s Level 3 fair value measurements at March 31, 2012 were as follows:

   
Fair value at March 31, 2012
 
Valuation technique
 
Unobservable input
 
Input value
 
Summit earnout
 
 5,642
 
Discounted cash flow
 
Discount rate
 
14.5%
 
Tecniquimia holdback
 
 1,939
 
Discounted cash flow
 
Discount rate
 
14.0%
 
Non-competition agreement obligation
 
 688
 
Discounted cash flow
 
Discount rate
 
14.0%
 
G.W. Smith holdback
 
 935
 
Discounted cash flow
 
Discount rate
 
15.0%
 
 
The fair value of the Summit earnout is based on the weighted average probability of the outcome of different payout scenarios.  As March 31, 2012, the weighted average probabilities applied to the payout scenarios ranged from 15% to 50%, depending on the Company's estimate of the likelihood of each payout.
Note 5 – Hedging Activities
 
The Company is exposed to the impact of changes in interest rates, foreign currency fluctuations, changes in commodity prices and credit risk.  The Company does not use derivative instruments to mitigate the risks associated with foreign currency fluctuations, changes in commodity prices or credit risk.  Quaker uses interest rate swaps to mitigate the impact of changes in interest rates.  The swaps convert a portion of the Company’s variable interest rate debt to fixed interest rate debt and are designated as cash flow hedges and reported on the balance sheet at fair value.  The effective portions of the hedges are reported in Other Comprehensive Income (“OCI”) until reclassified to earnings during the same period the hedged item affects earnings.  The Company has no derivatives designated as fair value hedges and only has derivatives designated as hedging instruments under the FASB’s guidance.  The notional amount of the Company’s interest rate swaps was $15,000 as of March 31, 2012 and December 31, 2011.
 
Information about the Company’s interest rate derivatives is as follows:

     
Fair Value
 
     
March 31,
   
December 31,
 
 
Balance Sheet Location
 
2012
   
2011
 
Derivatives designated as cash flow hedges:
             
Interest rate swaps
Other current liabilities
  $ 270     $ 418  
      $ 270     $ 418  

Cash Flow Hedges
 
Interest Rate Swaps
 
               
     
Three Months Ended
 
     
March 31,
 
     
2012
   
2011
 
               
Amount of Gain Recognized in Accumulated OCI on Derivative (Effective Portion)
    $ 96     $ 96  
                   
Amount and Location of Loss Reclassified from Accumulated OCI into Income
                 
(Effective Portion)
Interest Expense
  $ (158 )   $ (163 )
                   
Amount and Location of Loss Recognized in Income on Derivative (Ineffective
                 
Portion and Amount Excluded from Effectiveness Testing)
Other Income
  $     $  

 
Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Dollars in thousands, except per share amounts)
(Unaudited)

 
Note 6 – Stock-Based Compensation
 
The Company recognized share based compensation expense in selling, general and administrative expenses in its Condensed Consolidated Statement of Income as follows:
 

   
March 31,
 
   
2012
   
2011
 
Stock options
  $ 128     $ 105  
Nonvested stock awards
    380       312  
Employee stock purchase plan
    11       12  
Non-elective and elective 401(k) matching contribution in stock
    652       407  
Director stock ownership plan
    15       32  
Total share-based compensation expense
  $ 1,186     $ 868  

Based on historical experience, the Company has assumed a forfeiture rate of 13% on the nonvested stock. The Company will record additional expense if the actual forfeiture rate is lower than estimated, and will record a recovery of prior expense if the actual forfeiture is higher than estimated.
 
The Company has a long-term incentive program (“LTIP”) for key employees which provides for the granting of options to purchase stock at prices not less than market value on the date of the grant. Most options become exercisable between one and three years after the date of the grant for a period of time determined by the Company not to exceed seven years from the date of grant.  Common stock awards issued under the LTIP program are subject only to time vesting over a three to five-year period. In addition, as part of the Company’s Global Annual Incentive Plan (“GAIP”), nonvested shares may be issued to key employees, which generally vest over a two to five-year period.
 
As of March 31, 2012 and March 31, 2011, the Company recorded $1,252 and $78, respectively, of excess tax benefits in capital in excess of par value on its Condensed Consolidated Balance Sheets, related to stock option exercises. Based on estimated taxes payable, the Company recognized $546 and $78 of these benefits as cash inflows from financing activities in its Condensed Consolidated Statement of Cash Flows, which represented the Company’s estimate of cash savings through March 31, 2012 and March 31, 2011, respectively.
 
Stock option activity under all plans is as follows:

     
Weighted Average
Weighted
Average
 
Number of
 
Exercise Price per
Remaining
Contractual
 
Shares
 
Share
Term (years)
Balance at December 31, 2011
253,342
 
$
16.43
   
Options granted
37,965
   
38.13
   
Options exercised
(34,380)
   
6.93
   
Options forfeited
   
   
Balance at March 31, 2012
256,927
 
$
20.91
 
4.9
Exercisable at March 31, 2012
160,554
 
$
14.76
 
4.3

As of March 31, 2012, the total intrinsic value of options outstanding was approximately $4,750, and the total intrinsic value of exercisable options was $3,955.  Intrinsic value is calculated as the difference between the current market price of the underlying security and the strike price of a related option.
 

 
 
 
11

 
Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Dollars in thousands, except per share amounts)
(Unaudited)


A summary of the Company’s outstanding stock options at March 31, 2012 is as follows: 

           
Weighted
 
Weighted
 
Number
 
Weighted
         
Number
Average
 
Average
 
Exercisable
 
Average
Range of
Outstanding
Contractual
 
Exercise
 
at
 
Exercise
Exercise Prices
at 3/31/2012
Life
 
Price
 
3/31/2012
 
Price
$
3.81
-
$
7.63
74,646
3.9
 
$
6.93
 
74,646
 
$
6.93
$
7.64
-
$
15.25
   
 
   
$
15.26
-
$
19.07
93,988
4.8
   
18.82
 
60,134
   
18.82
$
19.08
-
$
22.88
13,493
2.8
   
19.45
 
13,493
   
19.45
$
22.89
-
$
34.32
   
 
   
$
34.33
-
$
38.13
74,800
6.4
   
37.76
 
12,281
   
37.37
         
256,927
4.9
   
20.91
 
160,554
   
14.76

As of March 31, 2012, unrecognized compensation expense related to options granted during 2010 was $179, for options granted during 2011 was $319 and for options granted in 2012 was $616.
 
During the first quarter of 2012, the Company granted 37,965 stock options under the Company’s LTIP plan that are subject only to time vesting over a three-year period.  For the purposes of determining the fair value of stock option awards, the Company uses the Black-Scholes option pricing model and the assumptions set forth in the table below:

 
2012
 
Dividend Yield
3.09
%
Expected Volatility
69.90
%
Risk-free interest rate
0.61
%
Expected term (years)
4.0
 

Approximately $14 of expense was recorded on these options during the first three months of 2012.  The fair value of these awards is amortized on a straight-line basis over the vesting period of the awards.

Activity of shares granted under the Company’s LTIP plan is shown below:

           
     
Weighted
 
     
Average Grant
 
 
Number of
 
Date Fair Value
 
 
Shares
 
(per share)
 
Nonvested awards, December 31, 2011
169,863
 
$
20.66
 
Granted
27,340
 
$
38.13
 
Vested
(68,741)
 
$
8.01
 
Forfeited
 
$
 
Nonvested awards, March 31, 2012
128,462
 
$
31.14
 

The fair value of the nonvested stock is based on the trading price of the Company’s common stock on the date of grant. The Company adjusts the grant date fair value for expected forfeitures based on historical experience for similar awards.  As of March 31, 2012, unrecognized compensation expense related to these awards was $2,203 to be recognized over a weighted average remaining period of 2.28 years.
 

 
Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Dollars in thousands, except per share amounts)
(Unaudited)


During the first quarter of 2012, the Company granted restricted stock units under the Company’s LTIP plan.  Activity of restricted stock units granted is shown below:
 

           
     
Weighted
 
     
Average Grant
 
 
Number of
 
Date Fair Value
 
 
units
 
(per unit)
 
Nonvested awards, December 31, 2011
 
$
 
Granted
2,100
 
$
38.13
 
Vested
 
$
 
Forfeited
 
$
 
Nonvested awards, March 31, 2012
2,100
 
$
38.13
 

The fair value of the nonvested restricted stock units is based on the trading price of the Company’s common stock on the date of grant. The Company adjusts the fair value for expected forfeitures based on historical experience for similar awards. As of March 31, 2012, unrecognized compensation expense related to these awards was $68 to be recognized over a weighted average remaining period of 3.0 years.

Activity of shares granted under the Company’s GAIP plan is shown below:

     
Weighted
 
     
Average Grant
 
 
Number of
 
Date Fair Value
 
 
Shares
 
(per share)
 
Nonvested awards, December 31, 2011
62,250
 
$
7.72
 
Granted
 
$
 
Vested
(59,850)
 
$
7.72
 
Forfeited
(2,400)
 
$
7.72
 
Nonvested awards, March 31, 2012
 
$
 

As of March 31, 2012, these shares were fully vested and all related compensation expense was realized.
 
Employee Stock Purchase Plan
 
In 2000, the Board adopted an Employee Stock Purchase Plan (“ESPP”) whereby employees may purchase Company stock through a payroll deduction plan. Purchases are made from the plan and credited to each participant’s account at the end of each month, the “Investment Date.” The purchase price of the stock is 85% of the fair market value on the Investment Date. The plan is compensatory and the 15% discount is expensed on the Investment Date. All employees, including officers, are eligible to participate in this plan. A participant may withdraw all uninvested payment balances credited to a participant’s account at any time. An employee whose stock ownership of the Company exceeds five percent of the outstanding common stock is not eligible to participate in this plan.
 
2003 Director Stock Ownership Plan
 
In March 2003, the Company’s Board of Directors approved a stock ownership plan for each member of the Company’s Board to encourage the Directors to increase their investment in the Company. The Plan was effective on the date it was approved and remains in effect for a term of ten years or until it is earlier terminated by the Board. The maximum number of shares of Common Stock which may be issued under the Plan is 75,000, subject to certain conditions that the Compensation/Management Development Committee (the “Committee”) may elect to adjust the number of shares. As of March 31, 2012, the Committee has not made any elections to adjust the shares under this plan. Each Director is eligible to receive an annual retainer for services rendered as a member of the Board of Directors. Currently, each Director who owns less than 7,500 shares of Company Common Stock is required to receive 75% of the annual retainer in Common Stock and 25% of the annual retainer in cash. Each Director who owns 7,500 or more shares of Company Common Stock may elect to receive payment of a percentage (up to 100%) of the annual retainer in shares of common stock. Currently, the annual retainer is $40.  The number of shares issued in payment of the fees is calculated based on an amount equal to the average of the closing prices per share of Common Stock as reported on the composite tape of the New York Stock Exchange for the two trading days immediately preceding the retainer payment date. The retainer payment date is June 1.

Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Dollars in thousands, except per share amounts)
(Unaudited)

Note 7 – Earnings Per Share
 
The Company follows FASB’s guidance regarding the calculation of earnings per share (“EPS”) for nonvested stock awards with rights to non-forfeitable dividends.  The guidance requires nonvested stock awards with rights to non-forfeitable dividends to be included as part of the basic weighted average share calculation under the two-class method.
 
The following table summarizes EPS calculations:

   
Three Months Ended March 31,
 
   
2012
   
2011
 
Basic earnings per common share
           
Net income attributable to Quaker Chemical Corporation
  $ 11,946     $ 10,600  
Less: income allocated to participating securities
    (193 )     (203 )
Net income available to common shareholders
  $ 11,753     $ 10,397  
Basic weighted average common shares outstanding
    12,730,682       11,289,286  
Basic earnings per common share
  $ 0.92     $ 0.92  
                 
Diluted earnings per common share
               
Net income attributable to Quaker Chemical Corporation
  $ 11,946     $ 10,600  
Less: income allocated to participating securities
    (192 )     (200 )
Net income available to common shareholders
  $ 11,754     $ 10,400  
Basic weighted average common shares outstanding
    12,730,682       11,289,286  
Effect of dilutive securities, common shares outstanding
    121,210       177,349  
Diluted weighted average common shares outstanding
    12,851,892       11,466,635  
Diluted earnings per common share
  $ 0.91     $ 0.91  

The following number of stock options and restricted stock units are not included in the diluted earnings per share calculation since the effect would have been anti-dilutive: 20,178 and 12,165 for the three months ended March 31, 2012 and March 31, 2011, respectively.


Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Dollars in thousands, except per share amounts)
(Unaudited)

 
Note 8 – Business Segments
 
The Company organizes its segments by type of product sold.  The Company’s reportable segments are as follows:
 
Metalworking process chemicals – industrial process fluids for various heavy industrial and manufacturing applications.
Coatings – temporary and permanent coatings for metal and concrete products and chemical milling maskants.
Other chemical products – other various chemical products.

Segment data includes direct segment costs as well as general operating costs.  Any inter-segment transactions are immaterial for each period presented.
 
The table below presents information about the reported segments:
 
             
   
Three Months Ended
 
   
March 31,
 
   
2012
   
2011
 
Metalworking Process Chemicals
           
Net sales
  $ 165,975     $ 150,733  
Operating income for reportable segments
    30,975       26,935  
Coatings
               
Net sales
    10,523       8,482  
Operating income for reportable segments
    2,513       1,963  
Other Chemical Products
               
Net sales
    1,140       650  
Operating income for reportable segments
    142       35  
Total
               
Net sales
    177,638       159,865  
Operating income for reportable segments
    33,630       28,933  
Non-operating charges
    (16,182 )     (14,347 )
Amortization
    (746 )     (486 )
Consolidated operating income
    16,702       14,100  
Interest expense
    (1,174 )     (1,218 )
Interest income
    123       272  
Other income, net
    341       539  
Consolidated income before taxes and equity in net income of associated companies
  $ 15,992     $ 13,693  

Operating income comprises revenue less related costs and expenses. Non-operating items primarily consist of general corporate expenses identified as not being a cost of operation, interest expense, interest income, and license fees from non-consolidated affiliates.


 
15

Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Dollars in thousands, except per share amounts)
(Unaudited)


Note 9 – Equity and Noncontrolling Interest
 
The following table presents the changes in equity and noncontrolling interest, net of tax, for the three months ended March 31, 2012 and March 31, 2011:
 

                     
Accumulated
             
         
Capital in
         
Other
             
   
Common
   
excess of
   
Retained
   
Comprehensive
   
Noncontrolling
       
   
stock
   
par value
   
earnings
   
Loss
   
interest
   
Total
 
Balance at December 31, 2011
  $ 12,912     $ 89,725     $ 175,932     $ (29,820 )   $ 6,977     $ 255,726  
Net income
                11,946             747       12,693  
Currency translation adjustments
                      3,344       291       3,635  
Defined benefit retirement plans
                      470             470  
Current period changes in fair value of derivatives
                      96             96  
Unrealized gain on available-for-sale securities
                      8             8  
Dividends ($0.24 per share)
                (3,114 )                 (3,114 )
Share issuance and equity-based compensation plans
    39       (141 )                       (102 )
Excess tax benefit from stock option exercises
          1,252                         1,252  
Balance at March 31, 2012
  $ 12,951     $ 90,836     $ 184,764     $ (25,902 )   $ 8,015     $ 270,664  
                                                 
Balance at December 31, 2010
  $ 11,492     $ 38,275     $ 144,347     $ (13,736 )   $ 6,721     $ 187,099  
Net income
                10,600             630       11,230  
Currency translation adjustments
                      3,813       8       3,821  
Defined benefit retirement plans
                      324             324  
Current period changes in fair value of derivatives
                      96             96  
Unrealized gain on available-for-sale securities
                      6             6  
Dividends ($0.235 per share)
                (2,710 )                 (2,710 )
Share issuance and equity-based compensation plans
    39       779                         818  
Excess tax benefit from stock option exercises
          78                         78  
Balance at March 31, 2011
  $ 11,531     $ 39,132     $ 152,237     $ (9,497 )   $ 7,359     $ 200,762  

The items in Accumulated Other Comprehensive Loss are net of tax benefits of $280 and $167 for defined benefit retirement plans and $52 and $51 for current period changes in fair value of derivatives for the three months ended March 31, 2012 and March 31, 2011, respectively.

Note 10 – Business Acquisitions and Divestitures
 
In October 2011, the Company acquired G.W. Smith & Sons, Inc. for approximately $14,518. G.W Smith manufactures and distributes high quality die casting lubricants, and also distributes metalworking fluids.  The Company allocated $6,260 of intangible assets, comprising trade names and formulations, to be amortized over 15 years; a trademark to be amortized over 5 years; a non-competition agreement to be amortized over 5 years; and customer lists to be amortized over 16 years.  In addition, the Company recorded $1,120 of goodwill, all of which will be tax deductible and was assigned to the metalworking process chemical segment.   Liabilities assumed include a hold-back of consideration to be paid to the former shareholder at one year from the acquisition date, absent the occurrence of unforeseen obligations.
 
In July 2011, the Company acquired the remaining 60% ownership interest in Tecniquimia Mexicana, S.A. de C.V., the Company’s Mexican equity affiliate, for approximately $10,500.  The acquisition strengthened the Company’s position in the growing Mexican market. The Company allocated $3,556 of intangible assets, comprising trade names and trademarks, to be amortized over 5 years; and customer lists, to be amortized over 20 years.  In addition, the Company recorded $6,773 of goodwill, none of which will be tax deductible, and was assigned to the metalworking process chemicals segment.  Liabilities assumed include a hold-back of consideration to be paid to the former shareholders at one year from the purchase date, absent the occurrence of unforeseen obligations.
 
In December 2010, the Company completed the acquisition of Summit Lubricants, Inc., which manufactures and distributes specialty greases and lubricants, for approximately $29,116, which was subject to certain post closing adjustments.  During 2011, the Company paid an additional $717 to finalize the post closing adjustments and recorded non-cash adjustments to fixed assets and goodwill to finalize its valuation of the assets acquired and liabilities assumed at the acquisition date. The Company allocated $17,100 to intangible assets, comprising formulations, to be amortized over 15 years; customer lists, to be amortized over 20 years; a non-competition agreement, to be amortized over 5 years; and a trademark, which was assigned an indefinite life.  In addition, the Company recorded $3,423 of goodwill, all of which will be tax deductible, and was assigned to the metalworking process chemicals segment.  Liabilities assumed include an earnout to be paid to the former shareholders if certain earnings targets are met by the end of 2013.
 
 
Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Dollars in thousands, except per share amounts)
(Unaudited)

 
The following table shows the allocation of the purchase price of the assets and liabilities acquired during 2011.  The pro forma results of operations have not been provided because the effects were not material:

   
Quaker
   
GW Smith
 
2011 Acquisitions
 
Tecniquimia
   
& Sons, Inc.
 
Current assets
  $ 8,946     $ 6,138  
Fixed assets
    4,308       2,869  
Intangibles
    3,556       6,260  
Goodwill
    6,773       1,120  
Other long-term assets
    1,355       1  
Total assets purchased
    24,938       16,388  
Current liabilities
    (2,224 )     (1,001 )
Long-term liabilities
    (6,869 )      
Present value of hold-back
    (1,754 )     (869 )
Total liabilities assumed
    (10,847 )     (1,870 )
Additional minimum pension liability
    987        
Total equity assumed
    987        
Fair value of previously held equity interest
    (4,578 )      
         Cash paid for acquisitions
  $ 10,500     $ 14,518  

Included in the 2011 acquisitions of Quaker Tecniquimia and G.W. Smith & Sons, Inc. was approximately $258 of cash acquired.

Note 11 – Goodwill and Other Intangible Assets
 
The changes in carrying amount of goodwill for the three months ended March 31, 2012 are as follows.  The Company has recorded no impairment charges in the past:

 
Metalworking
             
 
Process
             
 
Chemicals
   
Coatings
   
Total
 
Balance as of December 31, 2011
$ 50,071     $ 8,081     $ 58,152  
Currency translation adjustments
  912             912  
Balance as of March 31, 2012
$ 50,983     $ 8,081     $ 59,064  

Gross carrying amounts and accumulated amortization for definite-lived intangible assets as of March 31, 2012 and December 31, 2011 are as follows:

   
Gross Carrying
   
Accumulated
 
   
Amount
   
Amortization
 
   
2012
   
2011
   
2012
   
2011
 
Amortized intangible assets
                       
Customer lists and rights to sell
  $ 30,645     $ 30,435     $ 6,866     $ 6,386  
Trademarks and patents
    4,799       4,685       2,116       1,991  
Formulations and product technology
    5,278       5,278       3,185       3,090  
Other
    5,309       5,309       3,661       3,557  
Total
  $ 46,031     $ 45,707     $ 15,828     $ 15,024  

The Company recorded $746 and $486 of amortization expense in the three months ended March 31, 2012 and 2011, respectively.

 
17

Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Dollars in thousands, except per share amounts)
(Unaudited)


Estimated annual aggregate amortization expense for the current year and subsequent five years is as follows:

For the year ended December 31, 2012
  $ 2,889  
For the year ended December 31, 2013
  $ 2,712  
For the year ended December 31, 2014
  $ 2,482  
For the year ended December 31, 2015
  $ 2,482  
For the year ended December 31, 2016
  $ 2,022  
For the year ended December 31, 2017
  $ 1,604  

The Company has two indefinite-lived intangible assets totaling $1,100 for trademarks at March 31, 2012.

Note 12 – Pension and Other Postretirement Benefits
 
The components of net periodic benefit cost for the three months ended March 31, 2012 and March 31, 2011 are as follows:

 
Three Months Ended March 31,
 
             
Other
 
             
Postretirement
 
 
Pension Benefits
   
Benefits
 
 
2012
   
2011
   
2012
   
2011
 
Service cost
$ 624     $ 571     $ 4     $ 5  
Interest cost and other
  1,470       1,522       71       89  
Expected return on plan assets
  (1,375 )     (1,424 )            
Other amortization, net
  719       460       31       31  
Net periodic benefit cost
$ 1,438     $ 1,129     $ 106     $ 125  

Employer Contributions:
 
The Company previously disclosed in its financial statements for the year ended December 31, 2011, that it expected to make minimum cash contributions of $6,826 to its pension plans and $747 to its other postretirement benefit plan in 2012. As of March 31, 2012, $3,555 and $335 of contributions have been made to the Company’s pension plans and its other postretirement benefit plans, respectively.

Note 13 – Commitments and Contingencies
 
In April of 1992, the Company identified certain soil and groundwater contamination at AC Products, Inc. (“ACP”), a wholly owned subsidiary. In voluntary coordination with the Santa Ana California Regional Water Quality Board, ACP has been remediating the contamination, the principal contaminant of which is perchloroethylene (“PERC”). On or about December 18, 2004, the Orange County Water District (“OCWD”) filed a civil complaint in Superior Court in Orange County, California against ACP and other parties potentially responsible for groundwater contamination. OCWD was seeking to recover compensatory and other damages related to the investigation and remediation of the contamination in the groundwater. Effective October 17, 2007, ACP and OCWD settled all claims related to this litigation. Pursuant to the settlement agreement with OCWD, ACP agreed to pay $2,000.  In addition to the $2,000 payment, ACP agreed to operate the two existing groundwater treatment systems associated with its extraction wells P-2 and P-3 so as to hydraulically contain groundwater contamination emanating from ACP’s site until such time as the concentrations of PERC are below the current Federal maximum contaminant level for four consecutive quarterly sampling events. As of March 31, 2012, the Company believes that the range of potential-known liabilities associated with ACP contamination, including the water and soil remediation program, is approximately $1,200 to $2,400, for which the Company has sufficient reserves.
 
The low and high ends of the range are based on the length of operation of the two extraction wells as determined by groundwater modeling with planned higher maintenance costs in later years if a longer treatment period is required. Costs of operation include the operation and maintenance of the extraction wells, groundwater monitoring and program management. The duration of the well operation was estimated based on historical trends in concentrations in the monitoring wells within the proximity of the applicable extraction wells. Also factored into the model was the impact of water injected into the underground aquifer from a planned water treatment system to be installed by OCWD adjacent to P-2. Based on the modeling, it is estimated that P-2 will operate for another two to five years and P-3 will operate for another two to five years. Operation and maintenance costs were based on historical expenditures and estimated inflation. As mentioned above, a significantly higher maintenance expense was factored into the range if the system operates for the longer period.
 
 
Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Dollars in thousands, except per share amounts)
(Unaudited)

 
The Company believes, although there can be no assurance regarding the outcome of other unrelated environmental matters, that it has made adequate accruals for costs associated with other environmental problems of which it is aware. Approximately $257 and $493 was accrued at March 31, 2012 and December 31, 2011, respectively, to provide for such anticipated future environmental assessments and remediation costs.
 
An inactive subsidiary of the Company that was acquired in 1978 sold certain products containing asbestos, primarily on an installed basis, and is among the defendants in numerous lawsuits alleging injury due to exposure to asbestos. The subsidiary discontinued operations in 1991 and has no remaining assets other than the proceeds from insurance settlements received.  To date, the overwhelming majority of these claims have been disposed of without payment and there have been no adverse judgments against the subsidiary. Based on a continued analysis of the existing and anticipated future claims against this subsidiary, it is currently projected that the subsidiary’s total liability over the next 50 years for these claims is approximately $4,900 (excluding costs of defense). Although the Company has also been named as a defendant in certain of these cases, no claims have been actively pursued against the Company, and the Company has not contributed to the defense or settlement of any of these cases pursued against the subsidiary. These cases were handled by the subsidiary’s primary and excess insurers who had agreed in 1997 to pay all defense costs and be responsible for all damages assessed against the subsidiary arising out of existing and future asbestos claims up to the aggregate limits of the policies. A significant portion of this primary insurance coverage was provided by an insurer that is now insolvent, and the other primary insurers have asserted that the aggregate limits of their policies have been exhausted. The subsidiary challenged the applicability of these limits to the claims being brought against the subsidiary. In response, two of the three carriers entered into separate settlement and release agreements with the subsidiary in late 2005 and in the first quarter of 2007 for $15,000 and $20,000, respectively. The payments under the latest settlement and release agreement were structured to be received over a four-year period with annual installments of $5,000, the final installment of which was received in the first quarter of 2010. The proceeds of both settlements are restricted and can only be used to pay claims and costs of defense associated with the subsidiary’s asbestos litigation. During the third quarter of 2007, the subsidiary and the remaining primary insurance carrier entered into a Claim Handling and Funding Agreement, under which the carrier will pay 27% of defense and indemnity costs incurred by or on behalf of the subsidiary in connection with asbestos bodily injury claims for a minimum of five years beginning July 1, 2007. The agreement continues until terminated and can only be terminated by either party by providing the other party with a minimum of two years prior written notice.  At the end of the term of the agreement, the subsidiary may choose to again pursue its claim against this insurer regarding the application of the policy limits. The Company also believes that, if the coverage issues under the primary policies with the remaining carrier are resolved adversely to the subsidiary and all settlement proceeds were used, the subsidiary may have limited additional coverage from a state guarantee fund established following the insolvency of one of the subsidiary’s primary insurers. Nevertheless, liabilities in respect of claims may exceed the assets and coverage available to the subsidiary.
 
If the subsidiary’s assets and insurance coverage were to be exhausted, claimants of the subsidiary may actively pursue claims against the Company because of the parent-subsidiary relationship. Although asbestos litigation is particularly difficult to predict, especially with respect to claims that are currently not being actively pursued against the Company, the Company does not believe that such claims would have merit or that the Company would be held to have liability for any unsatisfied obligations of the subsidiary as a result of such claims. After evaluating the nature of the claims filed against the subsidiary and the small number of such claims that have resulted in any payment, the potential availability of additional insurance coverage at the subsidiary level, the additional availability of the Company’s own insurance and the Company’s strong defenses to claims that it should be held responsible for the subsidiary’s obligations because of the parent-subsidiary relationship, the Company believes it is not probable that the Company will incur any material losses. All of the asbestos cases pursued against the Company challenging the parent-subsidiary relationship are in the early stages of litigation. The Company has been successful to date having claims naming it dismissed during initial proceedings. Since the Company may be in this early stage of litigation for some time, it is not possible to estimate additional losses or range of loss, if any.
 
As initially disclosed in the Company’s second quarter 2010 Form 10-Q, one of the Company’s subsidiaries may have paid certain value-added-taxes (“VAT”) incorrectly and, in certain cases, may not have collected sufficient VAT from certain customers.  The VAT rules and regulations at issue are complex, vary among the jurisdictions and can be contradictory, in particular as to how they relate to the subsidiary’s products and to sales between jurisdictions.
 
Since its inception, the subsidiary had been consistent in its VAT collection and remittance practices and had never been contacted by any tax authority relative to VAT. Now the subsidiary has determined that for certain products, a portion of the VAT was incorrectly paid and that the total VAT due exceeds the amount originally collected and remitted by the subsidiary.  In 2010, three jurisdictions contacted the subsidiary and since then, the subsidiary has either participated in an amnesty program or entered into a settlement whereby it paid a reduced portion of the amounts owed in resolution of those jurisdictions’ claims.  The subsidiary has modified its VAT invoicing and payment procedures to eliminate or mitigate future exposure.
 
 
Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Dollars in thousands, except per share amounts)
(Unaudited)

 
In analyzing the subsidiary’s exposure, it is difficult to estimate both the probability and the amount of any potential liabilities due to a number of factors, including: the decrease in exposure over time due to applicable statutes of limitations and actions taken by the subsidiary, the joint liability of customers and suppliers for a portion of the VAT, the availability of a VAT refund for VAT incorrectly paid through an administrative process, any amounts which may have been or will be paid by customers, as well as the timing and structure of any tax amnesties or settlements.  In addition, interest and penalties on any VAT due can be a multiple of the base tax. The subsidiary may contest any tax assessment administratively and/or judicially for an extended period of time, but may ultimately resolve its disputes through participation in tax amnesty programs, which are a common practice for settling tax disputes in the jurisdictions in question and which have historically occurred on a regular basis, resulting in significant reductions of interest and penalties. Also, the timing of payments and refunds of VAT may not be contemporaneous, and, if additional VAT is owed, it may not be fully recoverable from customers. As a result, this matter has the potential to have a material adverse impact on the Company’s financial position, liquidity and capital resources and the results of operations.
 
In 2010, the Company recorded a net charge of $4,132, which consisted of a net $3,901 charge related to two tax dispute settlements entered into by the subsidiary, as well as a net $231 charge representing management’s best estimate based on the information available to it, including the factors noted above, of the amount that ultimately may be paid related to the other jurisdiction that has made inquiries.  At March 31, 2012 and December 31, 2011, the Company had no accrual for remaining payments to be made under tax dispute settlements entered into by the subsidiary.
 
The charges taken by the Company in 2010 assume a successful recovery of the VAT incorrectly paid, as well as reductions in interest and penalties from anticipated future amnesty programs or settlements.  On a similar basis, if all other potentially impacted jurisdictions were to initiate audits and issue assessments, the remaining exposure, net of refunds, could be from $0 to $17,000 with one jurisdiction representing approximately 81 percent of this additional exposure, assuming the continued availability of future amnesty programs or settlements to reduce the interest and penalties.  If there are future assessments but no such future amnesty programs or settlements, the potential exposure could be higher.
 
The Company is party to other litigation which management currently believes will not have a material adverse effect on the Company’s results of operations, cash flows or financial condition.
 


Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.


Quaker Chemical Corporation is a leading global provider of process chemicals, chemical specialties, services, and technical expertise to a wide range of industries—including steel, aluminum, automotive, mining, aerospace, tube and pipe, coatings and construction materials. Our products, technical solutions, and chemical management services (“CMS”) enhance our customers’ processes, improve their product quality, and lower their costs.
 
The Company’s 11% revenue growth in the first quarter of 2012 compared to the first quarter of 2011 was due to an 8% increase in price and selling mix and a 5% increase in volume, including acquisitions, partially offset by decreases related to foreign exchange rate translation.   Gross profit increased approximately $7.1 million, or 13%, compared to the first quarter of 2011, with gross margin increasing from 33.0% to 33.7%.   The Company implemented price increases in 2011 to help restore margins that were affected by escalating raw material costs.
 
Selling, general and administrative expenses (“SG&A”) increased approximately $4.5 million from the first quarter of 2011 primarily related to acquisitions and higher selling, inflationary and other costs on increased business activity, which were partially offset by decreases due to foreign exchange rate translation and lower incentive compensation costs.  SG&A as a percentage of sales was 24.3% for the first quarter of 2012, which was consistent with the first quarter of 2011 but lower than the fourth quarter of 2011 percentage of 26.1%.
 
The results for the first quarter 2012 and the first quarter 2011 include tax benefits of $0.12 and $0.11 per diluted share, respectively, related to the expiration of applicable statutes of limitations for uncertain tax positions.
 
The net result was earnings per diluted share of $0.91, including dilution of $0.08 per share related to the Company’s second quarter 2011 equity offering, as compared to earnings per diluted share of $0.91 for the first quarter of 2011.  The Company has benefited from the ongoing recovery of manufacturing in North America, additional new business and from its recent acquisitions, but it has also experienced a slow down in its markets in Europe and China.  Looking forward, the Company expects the global economic environment to remain mixed, with continued softness in many regions. In addition, the Company is experiencing higher raw material costs, which began to escalate toward the end of the first quarter of 2012.  To address the rising raw material costs, the Company will be implementing price increases over the next several months, but anticipates a lag impact in recovering its margins.  Despite these factors, the Company still expects that 2012 will be another good year.
 
CMS Discussion

The Company currently has numerous CMS contracts around the world.  Under its traditional CMS approach, the Company effectively acts as an agent, and the revenues and costs from these sales are reported on a net sales or “pass-through” basis.  Under an alternative structure for certain contracts, the contracts are structured differently in that the Company’s revenue received from the customer is a fee for products and services provided to the customer, which are indirectly related to the actual costs incurred.  Profit is dependent on how well the Company controls product costs and achieves product conversions from other third-party suppliers’ products to its own products.  As a result, under the alternative structure, the Company recognizes in reported revenue the gross revenue received from the CMS site customer and in cost of goods sold the third-party product purchases, which substantially offset each other until the Company achieves significant product conversions. This may result in a decrease in reported gross margin as a percentage of sales.
 
The Company has maintained a mix of CMS contracts with both the traditional product pass-through structure and the alternative structure including fixed price contracts that cover all services and products.  Since the global economic downturn and its impact on the automotive sector, the Company has experienced shifts in customer requirements and business circumstances, but the Company’s offerings will continue to include both approaches to CMS.
 

Liquidity and Capital Resources

Quaker’s cash and cash equivalents increased to $19.0 million at March 31, 2012 from $16.9 million at December 31, 2011.  The $2.1 million increase was the net result of $6.7 million of cash provided by operating activities, $2.6 million of cash used in investing activities, $2.7 million of cash used in financing activities and a $0.7 million increase from the effect of exchange rates on cash.
 
Net cash flows provided by operating activities were $6.7 million in the first quarter of 2012 compared to $7.1 million used in operating activities in the first quarter of 2011.  The Company’s improved working capital performance, lower pension plan contributions and increased net income were the primary drivers to the higher operating cash flow.
 
 
Net cash flows used in investing activities were $2.6 million in the first quarter of 2012 compared to $2.9 million used in investing activities in the first quarter of 2011.  Investments in property, plant and equipment were the primary uses of cash in each quarter. During 2012, the Company continued to invest in its Asia/Pacific facilities and information technology infrastructure, whereas, in the first quarter of 2011, the Company had increased investments in the Company’s Middletown, OH and Batavia, NY plants and the Company’s global ERP system.
 
Net cash flows used in financing activities were $2.7 million in the first quarter of 2012 compared to $7.1 million of cash provided by financing activities in the first quarter of 2011.  During the first quarter of 2012, the Company was able to fund its working capital requirements as a result of its strong net operating cash flow, which decreased the Company’s need for long-term borrowings as compared to the first quarter of 2011. During the first quarter of 2012, the Company recorded approximately $1.3 million of excess tax benefits in capital in excess of par on its Condensed Consolidated Balance Sheet, of which $0.5 million was recognized as a cash flow from financing activities in its Condensed Consolidated Statement of Cash Flows, representing the Company’s estimate of cash savings through March 31, 2012.  During the first quarter of 2011, the Company recorded approximately $0.1 million of these benefits on its Condensed Consolidated Balance Sheet and as a cash inflow from financing activities in its Condensed Consolidated Statement of Cash Flows.  Also, higher stock option exercise activity and higher dividend payments affected the financing cash flow comparisons.
 
 The Company’s primary credit line is a $175.0 million syndicated multicurrency credit agreement with Bank of America, N.A. (administrative agent) and certain other major financial institutions, which expires in June 2014. At the Company’s option, the principal amount available can be increased to $225.0 million if the lenders agree to increase their commitments and the Company satisfies certain conditions.  At March 31, 2012 and December 31, 2011, the Company had approximately $29.9 million and $28.5 million, respectively, outstanding under this facility.  The Company’s access to this credit is largely dependent on its consolidated leverage ratio covenant, which cannot exceed 3.50 to 1. At March 31, 2012 and December 31, 2011, the consolidated leverage ratio was below 1.0 to 1.  The Company has entered into interest rate swaps with a combined notional value of $15.0 million as of March 31, 2012, in order to fix the interest rate on that amount of its variable rate debt. Outstanding financial derivative instruments may expose the Company to credit loss in the event of nonperformance by the counterparties to the agreements. To manage credit risk, the Company limits its exposure to any single counterparty. However, the Company does not expect any of the counterparties to fail to meet their obligations.
 
At March 31, 2012, the Company’s gross liability for uncertain tax positions, including interest and penalties, was $16.0 million. The Company cannot determine a reliable estimate of the timing of cash flows by period related to its uncertain tax position liability. However, should the entire liability be paid, the amount of the payment may be reduced by up to $10.2 million as a result of offsetting benefits in other tax jurisdictions.
 
The Company believes it is capable of supporting its operating requirements, including pension plan contributions, payments of dividends to shareholders, possible acquisitions and business opportunities, capital expenditures and possible resolution of contingencies, through internally generated funds supplemented with debt or equity as needed.
 
Operations
 
Comparison of the First Quarter of 2012 with the First Quarter of 2011
 
Net sales for the first quarter of 2012 were $177.6 million, an increase of 11% from $159.9 million in the first quarter of 2011.  Selling prices and mix increased revenues by approximately 8%, reflecting the Company’s price increases implemented in 2011 to help offset rising raw material costs. Product volumes were higher by approximately 5%, including acquisitions.  Foreign exchange rates decreased revenues by approximately 2%.
 
Gross profit increased by approximately $7.1 million, or 13%, from the first quarter of 2011, with gross margin increasing to 33.7% from 33.0%.  The increase in gross margin from the first quarter of 2011 reflects price increases implemented in 2011 to help restore margins that were affected by escalating raw material costs.  Gross margin also increased one percentage point from the fourth quarter of 2011 percentage of 32.7%.
 
SG&A increased approximately $4.5 million compared to the first quarter of 2011 primarily related to acquisitions and higher selling, inflationary and other costs on increased business activity, which were partially offset by decreases due to foreign exchange rate translation and lower incentive compensation costs.  SG&A as a percentage of sales was 24.3% for the first quarter of 2012, which was consistent with the first quarter of 2011 but lower than the fourth quarter of 2011 percentage of 26.1%.
 
Other income was $0.2 million lower in the first quarter of 2012 primarily as a result of lower third party license fees.  Interest expense was flat from the first quarter of 2011 to the first quarter of 2012, however, decreases in interest expense due to lower average borrowings were offset by increases related to the accretion of certain acquisition-related liabilities.
 
 
The Company’s effective tax rate for the first quarter of 2012 was approximately 22%, compared to approximately 21% for the first quarter of 2011.  The Company’s low effective tax rates for the first quarters of 2012 and 2011 include the expiration of applicable statutes of limitations for uncertain tax positions of approximately $0.12 per diluted share and $0.11 per diluted share, respectively.  The Company has experienced and expects to further experience volatility in its quarterly effective tax rates due to the varying timing of tax audits and the expiration of applicable statutes of limitations as they relate to uncertain tax positions.  However, the Company expects a higher effective tax rate for the full year of 2012 as compared to the first quarter of 2012 rate.  At the end of 2011, the Company had net U.S. deferred tax assets totaling $17.7 million, excluding deferred tax assets related to additional minimum pension liabilities.  The Company records valuation allowances when necessary to reduce its deferred tax assets to the amount that is more likely than not to be realized.  The Company considers future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance.  However, in the event the Company were to determine that it would not be able to realize all or part of its net deferred tax assets in the future, an adjustment to the deferred tax assets would be a non-cash charge to income in the period such determination was made, which could have a material adverse impact on the Company’s financial statements.  The Company continues to closely monitor the factors affecting its net deferred tax assets and the assessment of valuation allowances.
 
Equity in net income of associated companies decreased in the first quarter of 2012 as compared to the first quarter of 2011 primarily due to the Company’s July 2011 purchase of the remaining ownership interest in its Mexican affiliate.
 

Segment Reviews—Comparison of the First Quarter of 2012 with the First Quarter of 2011
 
Metalworking Process Chemicals
 
Metalworking Process Chemicals consists of industrial process fluids for various heavy industrial and manufacturing applications and represented approximately 93% of the Company’s net sales in the first quarter of 2012.  Net sales were up $15.2 million, or 10%, compared to the first quarter of 2011.  Foreign currency translation negatively impacted net sales by approximately 2%, primarily driven by the E.U. Euro to U.S. Dollar and Brazilian Real to U.S. Dollar exchange rates.  The average E.U. Euro to U.S. Dollar exchange rate was 1.31 in the first quarter of 2012 compared to 1.37 in the first quarter of 2011.  The average Brazilian Real to U.S. Dollar exchange rate was 0.57 in the first quarter of 2012 compared to 0.60 in the first quarter of 2011.  Net sales were positively impacted by increases of 20% in North America (excluding acquisitions), 1% in Europe and 3% in Asia/Pacific, partially offset by a 10% decrease in South America, all on a constant currency basis.  The Company’s 2011 acquisition activity accounted for approximately 60% of this segment’s sales increase in the first quarter of 2012, as compared to the first quarter of 2011, with the remaining increase in this segment’s net sales due to selling and price mix changes.  This segment’s operating income increased approximately $4.0 million in the first quarter of 2012, as compared to the first quarter of 2011, reflecting the Company’s acquisition activity and the sales price increases noted above.
 
Coatings
 
The Company’s coatings segment, which represented approximately 6% of the Company’s net sales in the first quarter of 2012, contains products that provide temporary and permanent coatings for metal and concrete products and chemical milling maskants.  Net sales for this segment were up approximately $2.0 million, or 24%, in the first quarter of 2012, as compared to the first quarter of 2011, which was primarily due to increased sales in chemical milling maskants sold to the aerospace industry.  This segment’s operating income increased by $0.6 million over the first quarter of 2011, consistent with the sales increase noted above.
 
Other Chemical Products
 
Other Chemical Products, which represented approximately 1% of the Company’s net sales in the first quarter of 2012, consists of sulfur removal products for industrial gas streams sold by the Company’s Q2 Technologies joint venture.  Net sales increased approximately $0.5 million and operating income increased approximately $0.1 million in the first quarter of 2012, as compared to the first quarter of 2011, due to increased activity in the oil and gas market.
 

Factors That May Affect Our Future Results
 
(Cautionary Statements Under the Private Securities Litigation Reform Act of 1995)

Certain information included in this Report and other materials filed or to be filed by Quaker with the SEC (as well as information included in oral statements or other written statements made or to be made by us) contain or may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements can be identified by the fact that they do not relate strictly to historical or current facts. We have based these forward-looking statements on our current expectations about future events. These forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, intentions, financial condition, results of operations, future performance and business, including:



 
·
statements relating to our business strategy;
 
·
our current and future results and plans; and
 
·
statements that include the words “may,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan” or similar expressions.
 
Such statements include information relating to current and future business activities, operational matters, capital spending, and financing sources. From time to time, forward-looking statements are also included in Quaker’s other periodic reports on Forms 10-K, 10-Q and 8-K, as well as in press releases and other materials released to, or statements made to, the public.
 
 Any or all of the forward-looking statements in this Report and in any other public statements we make may turn out to be wrong. This can occur as a result of inaccurate assumptions or as a consequence of known or unknown risks and uncertainties. Many factors discussed in this Report will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements.
 
We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in Quaker’s subsequent reports on Forms 10-K, 10-Q and 8-K should be consulted. These forward-looking statements are subject to risks, uncertainties and assumptions about us and our operations that are subject to change based on various important factors, some of which are beyond our control. A major risk is that the Company’s demand is largely derived from the demand for its customers’ products, which subjects the Company to uncertainties related to downturns in a customer’s business and unanticipated customer production planning shutdowns. Other major risks and uncertainties include, but are not limited to, significant increases in raw material costs, worldwide economic and political conditions, foreign currency fluctuations, and terrorist attacks such as those that occurred on September 11, 2001. Furthermore, the Company is subject to the same business cycles as those experienced by steel, automobile, aircraft, appliance, and durable goods manufacturers. These risks, uncertainties, and possible inaccurate assumptions relevant to our business could cause our actual results to differ materially from expected and historical results. Other factors beyond those discussed could also adversely affect us. Therefore, we caution you not to place undue reliance on our forward-looking statements. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995.


Quantitative and Qualitative Disclosures About Market Risk.

 
We have evaluated the information required under this item that was disclosed in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2011, and we believe there has been no material change to that information.
 


Controls and Procedures.

Evaluation of disclosure controls and procedures. As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, including our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period cover by this report.  Based on that evaluation, our principal executive officer and our principal financial officer have concluded that as of the end of the period covered by this report our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective.
 
Changes in internal control over financial reporting. As required by Rule 13a-15(d) under the Exchange Act, our management, including our principal executive officer and principal financial officer, has evaluated our internal control over financial reporting to determine whether any changes to our internal control over financial reporting occurred during the quarter ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  Based on that evaluation, no such changes to our internal control over financial reporting occurred during the quarter ended March 31, 2012.
 


OTHER INFORMATION

Items 1A, 3, 4 and 5 of Part II are inapplicable and have been omitted.

Item 1.  Legal Proceedings

Incorporated by reference is the information in Note 13 of the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table sets forth information concerning shares of the Company’s common stock acquired by the Company during the period covered by this report, all of which were acquired from employees in payment of the exercise price of employee stock options exercised, or for the payment of taxes upon the vesting of restricted stock, during the period.
 

               
(c)
   
(d)
 
               
Total Number of
   
Maximum
 
               
Shares Purchased as
   
Number of Shares that
 
   
(a)
   
(b)
   
Part of
   
May Yet
 
   
Total Number
   
Average
   
Publicly Announced
   
Be Purchased Under the
 
   
of Shares
   
Price Paid
   
Plans
   
Plans or
 
Period
 
Purchased (1)
   
Per Share (2)
   
or Programs (3)
   
Programs (3)
 
January 1 - January 31
    7,323     $ 40.29             252,600  
February 1 - February 29
    21,380     $ 42.80             252,600  
March 1 - March 31
    9,680     $ 39.40             252,600  
                                 
Total
    38,383     $ 41.46             252,600  

(1)  
All of the 38,383 shares acquired by the Company during the period covered by this report were acquired from employees upon their surrender of previously owned shares in payment of the exercise price of employee stock options or for the payment of taxes upon vesting of restricted stock.
(2)  
The price per share, in each case, represented the closing price of the Company’s common stock on the date of exercise or vesting, as specified by the plan pursuant to which the applicable option or restricted stock was granted.
(3)  
On February 15, 1995, the Board of Directors of the Company authorized a share repurchase program authorizing the repurchase of up to 500,000 shares of Quaker common stock, and, on January 26, 2005, the Board authorized the repurchase of up to an additional 225,000 shares.  Under the 1995 action of the Board, 27,600 shares may yet be purchased.  Under the 2005 action of the Board, none of the shares authorized has been purchased and, accordingly, all of those shares may yet be purchased.  Neither of the share repurchase authorizations has an expiration date.
 


Exhibits


(a) Exhibits
   
         
10.1
 
 
31.1
 
 
31.2
 
 
32.1
 
 
32.2
 
 
101.INS
 
 
XBRL Instance Document **
101.SCH
 
 
XBRL Extension Schema Document **
101.CAL
 
 
XBRL Calculation Linkbase Document **
101.LAB
 
 
XBRL Label Linkbase Document **
101.PRE
 
 
XBRL Presentation Linkbase Document **

*
This exhibit is a management contract or compensation plan or arrangement required to be filed as an exhibit.

**
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under these Sections.


   
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
         
       
QUAKER CHEMICAL CORPORATION
                        (Registrant)
     
       
/s/ Mark A. Featherstone
Date: April 30, 2012
     
Mark A. Featherstone, officer duly authorized to sign this report, Vice President, Chief Financial Officer and Treasurer


  28
 

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