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, 2004
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 0-7154
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 Hector Street, Conshohocken, Pennsylvania | 19428 0809 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrants 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 is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x No ¨
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
| Number of Shares of Common Stock Outstanding on April 30, 2004 |
9,627,878 |
QUAKER CHEMICAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
* * * * * * * * * *
2
Condensed Consolidated Balance Sheet
| Unaudited (Dollars in thousands, except par value and share amounts) |
||||||||
| March 31, 2004 |
December 31, 2003* |
|||||||
| ASSETS |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
$ | 22,894 | $ | 21,915 | ||||
| Accounts receivable, net |
82,063 | 78,121 | ||||||
| Inventories |
||||||||
| Raw materials and supplies |
15,707 | 14,691 | ||||||
| Work-in-process and finished goods |
18,262 | 17,520 | ||||||
| Prepaid expenses and other current assets |
14,065 | 11,277 | ||||||
| Total current assets |
152,991 | 143,524 | ||||||
| Property, plant and equipment, at cost |
137,402 | 136,448 | ||||||
| Less accumulated depreciation |
75,187 | 74,057 | ||||||
| Net property, plant and equipment |
62,215 | 62,391 | ||||||
| Goodwill |
33,309 | 33,301 | ||||||
| Other intangible assets, net |
9,299 | 9,616 | ||||||
| Investments in associated companies |
5,937 | 6,005 | ||||||
| Deferred income taxes |
12,875 | 12,846 | ||||||
| Other assets |
19,525 | 19,664 | ||||||
| Total assets |
$ | 296,151 | $ | 287,347 | ||||
| LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
| Current liabilities |
||||||||
| Short-term borrowings and current portion of long-term debt |
$ | 50,614 | $ | 42,992 | ||||
| Accounts and other payables |
41,439 | 41,259 | ||||||
| Accrued compensation |
6,385 | 6,816 | ||||||
| Other current liabilities |
14,942 | 14,738 | ||||||
| Total current liabilities |
113,380 | 105,805 | ||||||
| Long-term debt |
15,622 | 15,827 | ||||||
| Deferred income taxes |
2,749 | 2,688 | ||||||
| Other noncurrent liabilities |
41,278 | 40,967 | ||||||
| Total liabilities |
173,029 | 165,287 | ||||||
| Minority interest in equity of subsidiaries |
10,678 | 9,708 | ||||||
| Shareholders equity |
||||||||
| Common stock $1 par value; authorized 30,000,000 shares; issued (including treasury shares) 9,664,009 shares |
9,664 | 9,664 | ||||||
| Capital in excess of par value |
2,307 | 2,181 | ||||||
| Retained earnings |
118,546 | 117,308 | ||||||
| Unearned compensation |
(554 | ) | (621 | ) | ||||
| Accumulated other comprehensive (loss) |
(16,851 | ) | (15,406 | ) | ||||
| 113,112 | 113,126 | |||||||
| Treasury stock, shares held at cost; 2004 39,711 2003 54,178 |
(668 | ) | (774 | ) | ||||
| Total shareholders equity |
112,444 | 112,352 | ||||||
| $ | 296,151 | $ | 287,347 | |||||
| * | Condensed from audited financial statements. |
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Condensed Consolidated Statement of Income
| Unaudited (Dollars in thousands, except per share amounts) |
||||||||
| Three Months Ended March 31, |
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| 2004 |
2003 |
|||||||
| Net sales |
$ | 98,131 | $ | 73,337 | ||||
| Cost of goods sold |
65,676 | 44,971 | ||||||
| Gross margin |
32,455 | 28,366 | ||||||
| Selling, general and administrative expenses |
26,598 | 22,685 | ||||||
| Operating income |
5,857 | 5,681 | ||||||
| Other income, net |
559 | 88 | ||||||
| Interest expense |
(470 | ) | (350 | ) | ||||
| Interest income |
155 | 211 | ||||||
| Income before taxes |
6,101 | 5,630 | ||||||
| Taxes on income |
1,922 | 1,858 | ||||||
| 4,179 | 3,772 | |||||||
| Equity in net income of associated companies |
149 | 86 | ||||||
| Minority interest in net income of subsidiaries |
(1,019 | ) | (751 | ) | ||||
| Net income |
$ | 3,309 | $ | 3,107 | ||||
| Per share data: |
||||||||
| Net income basic |
$ | 0.35 | $ | 0.34 | ||||
| Net income diluted |
$ | 0.33 | $ | 0.33 | ||||
| Dividends declared |
$ | 0.215 | $ | 0.21 | ||||
| Based on weighted average number of shares outstanding: |
||||||||
| Basic |
9,570,664 | 9,270,775 | ||||||
| Diluted |
9,977,713 | 9,508,593 | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Condensed Consolidated Statement of Cash Flows
| Unaudited (Dollars in thousands) |
||||||||
| For the Three Months Ended March 31, |
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| 2004 |
2003 |
|||||||
| Cash flows from operating activities |
||||||||
| Net income |
$ | 3,309 | $ | 3,107 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation |
1,981 | 1,646 | ||||||
| Amortization |
284 | 215 | ||||||
| Equity in net income of associated companies |
(149 | ) | (86 | ) | ||||
| Minority interest in earnings of subsidiaries |
1,019 | 751 | ||||||
| Deferred compensation and other, net |
208 | 241 | ||||||
| Pension and other postretirement benefits |
313 | 317 | ||||||
| Increase (decrease) in cash from changes in current assets and current liabilities: |
||||||||
| Accounts receivable |
(4,316 | ) | (399 | ) | ||||
| Inventories |
(1,867 | ) | (1,389 | ) | ||||
| Prepaid expenses and other current assets |
(2,768 | ) | (1,342 | ) | ||||
| Accounts payable and accrued liabilities |
329 | (5,927 | ) | |||||
| Change in restructuring liabilities |
(290 | ) | (699 | ) | ||||
| Net cash (used in) operating activities |
(1,947 | ) | (3,565 | ) | ||||
| Cash flows from investing activities |
||||||||
| Investments in property, plant and equipment |
(2,347 | ) | (2,113 | ) | ||||
| Dividends and distributions from associated companies |
233 | 1,800 | ||||||
| Other, net |
(57 | ) | (40 | ) | ||||
| Net cash (used in) investing activities |
(2,171 | ) | (353 | ) | ||||
| Cash flows from financing activities |
||||||||
| Net increase in short-term borrowings |
7,617 | 3,791 | ||||||
| Repayment of long-term debt |
(160 | ) | (7 | ) | ||||
| Dividends paid |
(2,020 | ) | (1,961 | ) | ||||
| Stock options exercised, other |
232 | 86 | ||||||
| Distributions to minority shareholders |
(245 | ) | (213 | ) | ||||
| Net cash provided by financing activities |
5,424 | 1,696 | ||||||
| Effect of exchange rate changes on cash |
(327 | ) | 409 | |||||
| Net increase (decrease) in cash and cash equivalents |
979 | (1,813 | ) | |||||
| Cash and cash equivalents at beginning of period |
21,915 | 13,857 | ||||||
| Cash and cash equivalents at end of period |
$ | 22,894 | $ | 12,044 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
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 for interim financial reporting and Securities and Exchange Commission regulations. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Certain prior year amounts have been reclassified to conform to the 2004 presentation. 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, 2004 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the Annual Report filed on Form 10-K for the year ended December 31, 2003.
As part of the Companys chemical management services, certain third party product sales to customers are managed by the Company. Where the Company acts as a principal, revenues are 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 $8,797 and $7,287 for the three months ended March 31, 2004 and 2003, respectively.
Note 2 Recently Issued Accounting Standards
In January 2003, the Financial Accounting Standards Board (FASB), issued FASB Interpretation No. 46 (FIN 46), Consolidation of Certain Variable Interest Entities, (VIEs), which is an interpretation of Accounting Research Bulletin (ARB) No. 51, Consolidated Financial Statements. FIN 46 addresses the application of ARB No. 51 to VIEs, and generally would require that assets, liabilities and results of the activities of a VIE be consolidated into the financial statements of the enterprise that is considered the primary beneficiary. FIN 46, as revised by FIN 46 (revised December 2003), is effective for public entities that have interests in variable interest entities commonly referred to as special-purpose entities for periods ending December 15, 2003. Application for all other types of entities is required in financial statements for periods ending after March 15, 2004. The Company has determined that its real estate joint venture, which has always been accounted for under the equity method, is a VIE and that the Company is not the primary beneficiary. The consolidated financial statements include the accounts of the Company and all of its subsidiaries in which a controlling interest is maintained and would include any VIEs if the Company was the primary beneficiary pursuant to the provisions of FIN 46.
On January 12, 2004 the FASB issued FSP No. FAS 106-1, which permits a sponsor of a postretirement health care plan that provides a prescription drug benefit to make a one-time election to defer accounting for the effects of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act). On December 8, 2003, President Bush signed the Act into law. The Act introduces a prescription drug benefit under Medicare (Medicare Part D) as well as a Federal subsidy to companies which sponsor retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. As permitted under FSP No. 106-1, the Company did not reflect the effects of this Act in its consolidated financial statements and accompanying notes. Specific authoritative guidance on the accounting for the Federal subsidy is pending and that guidance, when issued, could require the Company to change previously reported information. The Company is currently assessing the impact of the Act.
Note 3 Stock-Based Compensation
In December 2002, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 148, Accounting for Stock-Based Compensation Transition and Disclosure. This standard amends the transition and disclosure requirements of SFAS No. 123, Accounting for Stock-Based Compensation. As permitted by SFAS No. 148, the Company continues to account for stock option grants in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. Accordingly, no compensation expense has been recognized for stock options since all options granted had an exercise price equal to the market value of the underlying stock on the grant date. The following tables illustrate the effect on net earnings and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123.
6
Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements(Continued)
(Dollars in thousands except per share amounts)
(Unaudited)
| Three Months Ended March 31, |
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| 2004 |
2003 |
|||||||
| Net Income as reported |
$ | 3,309 | $ | 3,107 | ||||
| Add: Stock-based employee compensation expense included in net income, net of related tax effects |
102 | 176 | ||||||
| Deduct: Total stock-based employee compensation expense determined under the fair value based method for all awards, net of tax |
(176 | ) | (220 | ) | ||||