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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, 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)

 

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 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 issuer’s classes of common stock, as of the latest practicable date.

 

Number of Shares of Common Stock

Outstanding on April 30, 2004

  9,627,878

 



Table of Contents

QUAKER CHEMICAL CORPORATION AND CONSOLIDATED SUBSIDIARIES

 

PART I.

  

FINANCIAL INFORMATION

    

Item 1.

  

Financial Statements (unaudited)

    
    

Condensed Consolidated Balance Sheet at March 31, 2004 and December 31, 2003

   3
    

Condensed Consolidated Statement of Income for the Three Months ended March 31, 2004 and 2003

   4
    

Condensed Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2004 and 2003

   5
    

Notes to Condensed Consolidated Financial Statements

   6

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   13

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

   15

Item 4.

  

Controls and Procedures

   16

PART II.

  

OTHER INFORMATION

    

Item 6.

  

Exhibits and Reports on Form 8-K

   17

Signature

        17

 

* * * * * * * * * *

 

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Table of Contents

Item 1. Financial Statements

 

Quaker Chemical Corporation

 

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


Table of Contents

Quaker Chemical Corporation

 

Condensed Consolidated Statement of Income

 

    

Unaudited

(Dollars in thousands,

except per share amounts)


 
    

Three Months Ended

March 31,


 
     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


Table of Contents

Quaker Chemical Corporation

 

Condensed Consolidated Statement of Cash Flows

 

    

Unaudited

(Dollars in thousands)


 
    

For the Three Months Ended

March 31,


 
     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


Table of Contents

Quaker Chemical Corporation

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 Company’s 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.

 

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Quaker Chemical Corporation

Notes to Condensed Consolidated Financial Statements—(Continued)

(Dollars in thousands except per share amounts)

(Unaudited)

 

     Three Months Ended
March 31,


 
     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 )