Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2018shares | |
Document And Entity Information [Abstract] | |
Document Type | 10-Q |
Document period end date | Mar. 31, 2018 |
Amendment flag | false |
Document Fiscal Year Focus | 2,018 |
Document Period Focus | Q1 |
Current fiscal year end date | --12-31 |
Entity central index key | 81,362 |
Entity current reporting status | Yes |
Entity filer category | Large Accelerated Filer |
Entity registrant name | Quaker Chemical Corporation |
Entity voluntary filers | No |
Entity well known seasoned issuer | Yes |
Entity common stock shares outstanding | 13,322,550 |
Trading Symbol | KWR |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Net Sales | $ 212,055 | $ 194,909 |
Cost of goods sold | 136,608 | 124,022 |
Gross profit | 75,447 | 70,887 |
Selling, general and administrative expenses | 50,007 | 48,054 |
Combination-related expenses | 5,209 | 9,075 |
Operating income | 20,231 | 13,758 |
Other (expense) income, net | (369) | (105) |
Interest Expense | (1,692) | (656) |
Interest Income | 489 | 523 |
Income Before Taxes and Equity in Net Income of Associated Companies | 18,659 | 13,520 |
Taxes on income before equity in net income of associated companies | 5,556 | 6,865 |
Income before equity in net income of associated companies | 13,103 | 6,655 |
Equity in net income of associated companies | (316) | 959 |
Net Income | 12,787 | 7,614 |
Less: Net income attributable to noncontrolling interest | 55 | 622 |
Net Income Attributable to Quaker Chemical Corporation | $ 12,732 | $ 6,992 |
Per share data: | ||
Basic Earnings Per Common Share | $ 0.96 | $ 0.53 |
Diluted Earnings per Common Share | 0.95 | 0.52 |
Dividends Declared | $ 0.355 | $ 0.345 |
Condensed Consolidated Stateme3
Condensed Consolidated Statement of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net Income | $ 12,787 | $ 7,614 |
Currency Translation Adjustments | 6,859 | 5,448 |
Defined Benefit Retirement Plans | 84 | 318 |
Unrealized Gain (loss) on Available-for-Sale Securities | (486) | 200 |
Other Comprehensive (loss) income | 6,457 | 5,966 |
Comprehensive Income | 19,244 | 13,580 |
Less: Comprehensive Income Attributable to Noncontrolling Interest | (150) | (1,142) |
Comprehensive Income Attributable to Quaker Chemical Corporation | $ 19,094 | $ 12,438 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 92,581 | $ 89,879 |
Accounts receivable, net | 218,058 | 208,358 |
Inventories | ||
Raw materials and supplies | 48,362 | 44,439 |
Work-in-process and finished goods | 47,934 | 42,782 |
Prepaid expenses and other current assets | 22,365 | 21,128 |
Total current assets | 429,300 | 406,586 |
Property, plant and equipment, at cost | 262,623 | 255,990 |
Less accumulated depreciation | (174,791) | (169,286) |
Net property, plant and equipment | 87,832 | 86,704 |
Goodwill | 86,708 | 86,034 |
Other intangible assets, net | 70,872 | 71,603 |
Investments in associated companies | 25,033 | 25,690 |
Non-current deferred tax assets | 13,103 | 15,661 |
Other assets | 31,617 | 30,049 |
Total assets | 744,465 | 722,327 |
Current liabilities | ||
Short-term borrowings and current portion of long-term debt | 5,707 | 5,736 |
Accounts and other payables | 103,525 | 97,732 |
Accrued compensation | 14,855 | 22,846 |
Other current liabilities | 33,350 | 29,384 |
Total current liabilities | 157,437 | 155,698 |
Long-term debt | 69,648 | 61,068 |
Non-current deferred tax liabilities | 9,037 | 9,653 |
Other non-current liabilities | 85,580 | 87,044 |
Total liabilities | 321,702 | 313,463 |
Equity | ||
Common stock $1 par value; authorized 30,000,000 shares; issued and outstanding 2018 - 13,322,550 shares; 2017 - 13,307,976 shares | 13,323 | 13,308 |
Capital in excess of par value | 93,731 | 93,528 |
Retained earnings | 373,185 | 365,182 |
Accumulated Other Comprehensive Loss | (58,738) | (65,100) |
Total Quaker shareholders' equity | 421,501 | 406,918 |
Noncontrolling interest | 1,262 | 1,946 |
Total equity | 422,763 | 408,864 |
Total liabilities and equity | $ 744,465 | $ 722,327 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheet (Parentheticals) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Common Stock Par Value | $ 1 | $ 1 |
Common Stock, Shares Authorized | 30,000,000 | 30,000,000 |
Common Stock, Shares, Issued | 13,322,550 | 13,307,976 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities | ||
Net Income | $ 12,787 | $ 7,614 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 3,194 | 3,157 |
Amortization | 1,853 | 1,773 |
Equity in undistributed (earnings) losses of associated companies, net of dividends | 511 | (829) |
Deferred compensation and other, net | 428 | (696) |
Share-based compensation | 1,083 | 1,153 |
(Gain) loss on disposal of property, plant and equipment and other assets | (52) | (15) |
Insurance settlement realized | (85) | (240) |
Combination related expenses net of payements | 2,161 | 8,415 |
Pension and other postretirement benefits contributions | (2,632) | (2,263) |
(Decrease) increase in cash from changes in current assets and current liabilities, net of acquisitions: | ||
Accounts receivable | (5,827) | (3,813) |
Inventories | (7,758) | (8,820) |
Prepaid expenses and other current assets | (1,055) | 755 |
Accounts payable and accrued liabilities | (1,862) | 2,279 |
Restructuring liabilities | 0 | (148) |
Net cash provided by operating activities | 2,746 | 8,322 |
Cash flows from investing activities | ||
Investments in property, plant and equipment | (3,449) | (2,531) |
Payments related to acquisitions, net of cash acquired | (500) | 0 |
Proceeds from disposition of assets | 29 | 15 |
Insurance settlement interest earned | 19 | 9 |
Net cash used in investing activities | (3,901) | (2,507) |
Cash flows from financing activities | ||
Proceeds from long-term debt | 8,166 | 0 |
Repayment of long-term debt | (197) | (474) |
Dividends paid | (4,724) | (4,583) |
Stock options exercised, other | (866) | (777) |
Distributions to noncontrolling affiliate shareholders | (834) | 0 |
Net cash provided by (used in) financing activities | 1,545 | (5,834) |
Effect of foreign exchange rate on cash | 2,246 | 1,563 |
Net increase in cash, cash equivalents and restricted cash | 2,636 | 1,544 |
Cash, Cash Equivalents and Restricted Cash at beginning of period | 111,050 | 110,701 |
Cash, Cash Equivalents and Restricted Cash at end of period | $ 113,686 | $ 112,245 |
Condensed Financial Information
Condensed Financial Information | 3 Months Ended |
Mar. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 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 (“U.S. GAAP”) for interim financial reporting and the United States Securities and Exchange Commission (“SEC”) regulations. Certai n information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the financial statements reflect al l adjustments (consisting only of normal recurring adjustments, except certain material adjustments, as discussed below) 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, 2018 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 yea r ended December 31, 2017 . During the first quarter of 2018, the Company adopted guidance regarding the accounting for and disclosure of net sales and revenue recognition. The Company’s adoption, using the modified retrospective adoption approac h, resulted in certain adjustments to its Condensed Consolidated Balance Sheet as of December 31, 2017. In addition, during the first quarter of 2018, the Company adopted an a ccounting standard update requiring that the statement of cash flows explain bot h the change in total cash and cash equivalents and also the amounts generally described as restricted cash or restricted cash equivalents . The guidance in this accounting standard update was required to be applied retrospectively which resulted in cer tain adjustments to the Company’s Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2017. See Note 3 of Notes to Condensed Consolidated Financial Statements. Venezuela’s economy has been considered hyper inflationary un der U.S. GAAP since 2010, at which time the Company’s Venezuela equity affiliate, Kelko Quaker Chemical, S.A. (“Kelko Venezuela”), changed its functional currency from the bolivar fuerte (“BsF”) to the U.S. dollar. Accordingly, all gains and losses result ing from the remeasurement of Kelko Venezuela’s monetary assets and liabilities to published exchange rates are required to be recorded directly to the Condensed Consolidated Statements of Income. The current Venezuelan exchange rate system is a dual exch ange rate system, which consists of a protected DIPRO exchange rate, with a rate fixed at 10 BsF per U.S. dollars and, also, a floating exchange rate known as the DICOM. The Company does not believe it has access to the DIPRO and, therefore, believes the DICOM to be the exchange rate system available to Kelko Venezuela. Due to ongoing economic and political instability in Venezuela, the DICOM BsF per U.S. dollar exchange rate significantly declined during the three months ended March 31, 2018, and the Com pany recorded a currency conversion charge of $0.2 million to remeasure its equity investment in Kelko Venezuela to the current DICOM BsF per U.S. dollar exchange rate. There were no similar charges recorded during the three months ended March 31, 2017. As of March 31, 2018 , the Company’s equity investment in Kelko Venezuela was less than $0. 1 million, valued at the current DICOM exchange rate of approximately 50,000 BsF per U.S. dollar. |
Houghton Combination
Houghton Combination | 3 Months Ended |
Mar. 31, 2018 | |
Business Combination Separately Recognized Transactions [Abstract] | |
Business Combination Separately Recognized Transactions [Table Text Block] | Note 2 – Houghton Combination On April 4, 2017, Quaker entered into a share purchase agreement with Gulf Houghton Lubricants, Ltd. to purchase the entire issued and outstanding share capital of Houghton International, Inc. (“Houghton”) (herein referred to as “the Combination”). The shares will be bought for aggregate purchase consideration consisting of: (i) $172.5 million in cash; (ii) a number of shares of common stock, $1.00 par value per share, of the Company comprising 24.5% of the common stock outstanding upon the closing of the Combination; and (iii) the Company’s assumption of Houghton’s net indebtedness as of the closing of the Combination, which was approximately $690 million at signing. At closing, the total aggregate purchase consid eration is dependent on the Company’s stock price and the level of Houghton’s indebtedness. The Company secured $1.15 billion in commitments from Bank of America Merrill Lynch and Deutsche Bank to fund the Combination and to provide additional liquidity, a nd has since replaced these commitments with a syndicated bank agreement (“the New Credit Facility”) with a group of lenders for $1.15 billion. The New Credit Facility is contingent upon and will not be effective until the closing of the Combination. Dur ing April 2018, the Company extended the bank commitment for the New Credit Facility through August 4, 2018. In connection with this extension, the Company adjusted slightly the currency mix of the term loan component of the New Credit Facility. As adjus ted, the New Credit Facility is now comprised of a $400.0 million multicurrency revolver, a $600.0 million USD term loan and a $150.0 million EUR equivalent term loan, each with a five-year term from the date the New Credit Facility becomes effective. The maximum amount available under the New Credit Facility can be increased by $200.0 million at the Company’s option if the lenders agree and the Company satisfies certain conditions. Borrowings under the New Credit Facility will bear interest at a base rat e or LIBOR rate plus a margin. The Company currently estimates the annual floating rate cost will be in the 3.50% to 3.75% range based on current market interest rates. The New Credit Facility will be subject to certain financial and other covenants, inc luding covenants that the Company’s consolidated net debt to adjusted EBITDA ratio cannot initially exceed 4.25 to 1 and the Company’s consolidated adjusted EBITDA to interest expense ratio cannot be less than 3.0 to 1. Both the USD and EUR equivalent ter m loans will have quarterly principal amortization during their respective five-year terms, with 5% amortization of the principal balance due in years 1 and 2, 7.5% in year 3, and 10% in years 4 and 5, with the remaining principal amounts due at maturity. Until closing, the Company will incur certain interest costs paid to maintain the bank commitment (“ticking fees”), which began to accrue on September 29, 2017 and bear an interest rate of 0.30% per annum. In addition, the issuance of the Company’s shares at closing of the Combination was subject to approval by Quaker’s shareholders under the rules of the New York Stock Exchange. This approval was received at a meeting of the Company’s shareholders during the third quarter of 2017. Also, the Combination is subject to regulatory approval in the United States, Europe, China and Australia. The Company received regulatory approval from China and Australia in 2017. Depending on the timing of the remaining regulatory approvals and other customary terms and co nditions set forth in the share purchase agreement, the Company currently estimates closing of the Combination will occur over the next few months. The Company incurred costs of $6.1 million and $9.1 million during the three months ended March 31, 2018 and 2017, respectively, for certain legal , environmental, financial, and other advisory and consultant costs related to due diligence, regulatory and shareholder approvals, integration planning associated wi th the Combination and ticking fees. As of March 31 , 2018 and December 31, 2017 , the Company had current liabilities rel ated to the Combination of $7.6 million and $ 5 .5 million, respectively, p rimarily recorded within other current liabilities on its Condensed Consolidated Balance Sheets. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 3 Months Ended |
Mar. 31, 2018 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Description of New Accounting Pronouncements Not yet Adopted [Text Block] | Note 3 – Recently Issued Accounting Standards The Financial Accounting Standards Board (“FASB”) issued an accounting standard update in February 2018 that allows a reclassification from accumulated other comprehensive income (“AOCI”) to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act enacted in December 2017. The guidance within this accounting standard update is effective for annual and interim periods beginning after December 15, 2018, and should be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. Early adoption is permitted. The Company has not ear ly adopted the guidance and is currently evaluating its implementation. The FASB issued an accounting standard update in January 2017 to clarify the definition of a business with the objective of adding guidance to assist companies with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this accounting standard update provide a more robust framework to use in determining when a set of assets and activities is a business. The gu idance within this accounting standard update is effective for annual and interim periods beginning after December 15, 2017. Early adoption was permitted in limited circumstances, and the amendments in this accounting standard update should be applied pro spectively, with no disclosures required at transition. The Company adopted the guidance in the first quarter of 2018, as required, with no impa ct to its financial statements. The FASB issued an accounting standard update in November 2016 requiring that t he statement of cash flows explain both the change in the total cash and cash equivalents, and, also, the amounts generally described as restricted cash or restricted cash equivalents. This will require amounts generally described as restricted cash or re stricted cash equivalents be included with cash and cash equivalents when reconciling the beginning and ending amounts shown on the statement of cash flows. The guidance within this accounting standard update is effective for annual and interim periods be ginning after December 15, 2017. Early adoption was permitted and the guidance requires application using a retrospective transition method to each period presented when adopted. The Company adopted the guidance in the first quarter of 2018, as required. Adoption of the guidance did not have an impact on the Company’s earnings or balance sheet but did result in changes to certain disclosures within the statement of cash flows, including cash flows from investing activities and total cash, cash equivalent s and restricted cash. See Note 12 of Notes to Condensed Cons olidated Financial Statements. The FASB issued an accounting standard update in October 2016 to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. T he provisions in this update will allow an entity to recognize current and deferred income taxes of an intra-entity transfer of an asset other than inventory when the transfer occurs rather than when the asset has been sold to an outside party. The guidance within this accounting standard update is effective for annual and interim periods beginning after December 15, 2017. Early adoption was permitted and the guidance requires application on a modified retrospective basis through a cumu lative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company adopted the guidance in the first quarter of 2018, as required, with no impac t to its financial statements. The FASB issued an accounting sta ndard update in August 2016 to standardize how certain transactions are classified in the statement of cash flows. Specific transactions covered by the accounting standard update include debt prepayment or debt extinguishment costs, settlement of zero-cou pon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate and bank owned life insurance policies, distributions received from equit y method investments and beneficial interest in securitization transactions. The guidance within this accounting standard update is effective for annual and interim periods beginning after December 15, 2017. Early adoption was permitted, provided that al l of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The Company adopted the guidance in the first quarter of 2018, as required, with no impac t to its financial statements. The FAS B issued an accounting standard update in February 2016 regarding the accounting and disclosure for leases. Specifically, the update will require entities that lease assets to recognize the assets and liabilities for the rights and obligations created by those leases on the balance sheet, in most instances. The guidance within this accounting standard update is effective for annual and interim periods beginning after December 15, 2018, and should be applied on a modified retrospective basis for the report ing periods presented. Early adoption is permitted , but t he Company has not early adopted . As of March 31, 2018, the Company has begun its impact assessment and implementation planning, including taking an inventory of its outstanding leases globally, es tablishing a cross functional project team and evaluating software solutions that could potentially assist in facilitating the end-to-end leasing process, including adoption of this lease accounting guidance. While the Company’s evaluation of this guidanc e is in the early stages, the Company anticipates adoption of this guidance to have an impact on its balance sheet as it expects the majority of its operating leases will be recorded on its balance sheet by establishing right of use assets and associated lease liabilities. The FASB issued an accounting standard update in May 2014 regarding the accounting for and disclosure of revenue recognition. Specifically, the update outlined a single comprehensive model for entities to use in accounting for revenue a rising from contracts with customers, which will be common to both U.S. GAAP and International Financial Reporting Standards. The guidance was effective for annual and interim periods beginning after December 15, 2016, and allowed for full retrospective a doption of prior period data or a modified retrospective adoption. Early adoption was not permitted. In August 2015, the FASB issued an accounting standard update to delay the effective date of the new revenue standard by one year, or, in other words, to be effective for annual and interim periods beginning after December 15, 2017. Entities were permitted to adopt the new revenue standard early but not before the original effective date. During 2016 and 2017, the FASB issued a series of accounting stand ard updates to clarify and expand on the implementation guidance, including principal versus agent considerations, identification of performance obligations, licensing, other technical corrections and adding certain practical expedients. The amendments in these 2016 and 2017 updates did not change the core principles of the guidance previously issued in May 2014. As part of the Company’s impact assessment for the implementation of the new revenue recognition guidance, the Company reviewed its historical ac counting policies and practices to identify potential differences with the requirements of the new revenue recognition standard, as it related to the Company’s contracts and sales arrangements. In addition, the impact assessment and work performed include d global and cross functional interviews and questionnaires, sales agreement and other sales document reviews, as well as technical considerations for the Company’s future transactional accounting, financial reporting and disclosure requirements. The Comp any has also begun a preliminary assessment of how the new revenue recognition guidance may impact Houghton, as it pertains to the pending Combination. The Company adopted the guidance in the first quarter of 2018, as required, electing to use a modified r etrospective adoption approach applied to those contracts which were not completed as of January 1, 2018. Comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. In addition, the Company elected to apply certain of the permitted practical expedients within the revenue recognition guidance and make certain accounting policy elections including those related to significant financing components, sales taxes and shipping and handli ng activities. Adoption of the revenue recognition guidance did not have a material impact on the Company’s reported earnings or cash flows, however, adoption did increase the amount and level of disclosures concerning the Company’s n et sales and did resu lt in one a djustment to the Company’s balance sheet . As a result of the Company’s impact assessment and adoption using the modified retrospective adoption approach the Company recorded an adjustment to its Condensed Consolidated Balance Sheet as of Decemb er 31, 2017 to adjust the Company’s estimate of variable consideration relating to customers ’ expected rights to return product . This adjustment resulted in an increase to other current liabilities of $1.0 million, an increase to non-current deferred tax assets of $0.2 million and a decrease to retained earnings of $0.8 million. There were no other impacts recorded as a result of adopting the revenue recognition guidance. The impact of adoption of the new revenue recognition guidance was immaterial for t he three months ended March 31, 2018 and the Company expects the impact to be immaterial on an ongoing basis. See Note 4 of Notes to Condensed Cons olidated Financial Statements. |
Net Sales and Revenue Recogniti
Net Sales and Revenue Recognitions | 3 Months Ended |
Mar. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Revenue From Contract With Customer [Text Block] | Note 4 – Net Sales and Revenue Recognition Business Description The Company develops, produces, and markets a broad range of formulated chemical specialty products and offers chemical management services (“C MS ”) for various heavy industrial and manufacturing applications in a global portfolio throughout its four regions: North America, E urope, Middle East and Africa (“E MEA ”) , Asia/Pacific and South Ame rica. The major product lines in the Company’s global portfolio include: (i) rolling lubricants (used by manufacturers of steel in the hot and cold rolling of steel and by manufacturers of aluminum in the hot rolling of aluminum); (ii) machining and grinding compounds (used by metalworking customers in cutting, shaping, and grinding metal parts whic h require special treatment to enable them to tolerate the manufacturing process, achieve closer tolerance, and improve tool life); (iii ) corrosion preventives (used by steel and metalworking customers to protect metal during manufacture, storage, and ship ment); (i v ) hydraulic fluids (used by steel, metalworking, and other customers to operate hydraulic equipment); (v) specialty greases (used in automotive and aerospace production processes and applications, the manufacturing of steel, and various other app lications); and (vi) metal finishing compounds (used to prepare metal surfaces for special treatments such as galvanizing and tin plating and to prepare me tal for further processing). A substantial portion of the Company’s sales worldwide are made directly through its own employees and its CMS programs , with the balance being handled through distributors and agents. The Company’s employees visit the plants of customers regularly, work on site, and, through training and experience, identify production needs which can be resolved or alleviated either by adapting the Company’s existing products or by applying new formulations developed in its laboratories. The chemical specialty industry comprises many companies of similar size as well as companies larger and smaller than Quaker. The offerings of many of the Company’s competitors differ from those of Quaker; some offer a broad portfolio of fluids, including general lubricants, while others have a more specialized product range. All competitors provide differ ent levels of technical services to individual customers. Competition in the industry is based primarily on the ability to provide products that meet the needs of the customer, render technical services and laboratory assistance to the customer and, to a l esser extent, on price. As part of the Company’s CMS , 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 its customers. Where the Company acts as an agent, revenue is recognized on a net reporting basis at the amount of the administrative fee earned by the Company for ordering the goods. In determining whether the Company is acting as a principal or an age nt in each arrangement, the Company considers whether it is primarily responsible for fulfilling the promise to provide the specified good, has inventory risk before the specified good has been transferred to the customer and has discretion in establishing the prices for the specified goods. Third-party products transferred under arrangements resulting in net reporting totaled $ 11.6 million and $10.4 million for the three months ended March 31, 2018 and 2017, respectively. A significant portion of the Comp any’s revenues are realized from the sale of process fluids and services to manufacturers of steel, automobiles, aircraft, appliances, and durable goods, and, therefore, the Company is subject to the same business cycles as those experienced by these manuf acturers and their customers. The Company’s financial performance is generally correlated to the volume of global production within the industries it serves, rather than discretely related to financial performance of such industries. Furthermore, steel cu stomers typically have limited manufacturing locations compared to metalworking customers and generally use higher volumes of products at a single location. As previ ously disclosed in its Annual Report filed on Form 10-K for the year ended December 31, 20 17 , during 2017 the Company’s five largest customers (each composed of multiple subsidiaries or divisions with semiautonomous purchasing authority) accounted for approximately 18% of consolidated net sales, with its largest customer accounting for approx imately 8% of consolidated net sales. Revenue Recognition M odel The Company applies the FASB’s guidance on revenue recognition, which requires the Company to recognize revenue in an amount that reflects the consideration to which the Company expects to be entitled in exchange for goods or services transferred to its customers . To do this, the Company applies the five-step model in the FASB’s guidance, which requires the Company to: (i) identify the contract with a customer; (ii) identify the performance ob ligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, the Company satisfies a performance obligation. The Company identif ies a contract with a customer when a sales agreement indicates approval and commitment of the parties; identifies the rights of the parties; identifies the payment terms; has commercial substance; and it is probable that the Company will collect the consi deration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. In most instances, the Company’s contract with a customer is the customer’s purchase order. For certain customers, the Company may also enter into a sales agreement which outlines a framework of terms and conditions which apply to all future and subsequent purchase orders for that customer. In these situations, the Company’s contract with the customer is both the sales agreement as well a s the specific customer purchase order. Because the Company’s contract with a customer is typically for a single transaction or customer purchase order, the duration of the contract is almost always one year or less. As a result, the Company has elected to apply certain practical expedients and omit certain disclosures of remaining performance obligations for contracts which have an initial term of one year or less as permitted by the FASB. The Company identifies a performance obligation in a contract for each promised good or service that is separately identifiable from other promises in the contract and for which the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer . The Company determines the transaction price as the amount of consideration it expects to be entitled to in exchange for fulfilling the performance obligations, including the effects of any variable consideration, significant financing elements , amounts payable to the customer or noncash consideration. For any contracts that have more than one performance obligation, the Company allocates the transaction price to each performance obligation in an amount that depicts the amount of consideration to which the Company expects to be entitled in exchange for satisfying each performance obligation. In accordance with the last step of the FASB’s guidance, the Company recognizes revenue when, or as, it satisfies the performance obligation in a contract by transfe rring control of a promised good or service to the customer. The Company recognizes revenue over time whenever the customer simultaneously receives and consumes the benefits provided by the Company’s performance; the Company’s performance creates or enhan ces an asset that the customer controls as the asset is created or enhanced; or the Company’s performance does not create an asset with an alternative use to the entity, and the entity has an enforceable right to payment, including a profit margin, for per formance completed to date. For performance obligations not satisfied over time, the Company determines the point in time at which a customer obtains control of a promised asset and the Company satisfies a performance obligation by considering when the Co mpany has a present right to payment for the asset; the customer has legal title to the asset; the Company has transferred physical possession of the asset; the customer has the significant risks and rewards of ownership of the asset; or the customer has a ccepted the asset. The Company typically satisfies its performance obligations and recognizes revenue at a point in time for product sales, generally when products are shipped or delivered to the customer, depending on the terms underlying each arrangement . In circumstances where the Company’s products are on consignment, revenue is generally recognized upon usage or consumption by the customer. For any CMS or other services provided by the Company to the cu stomer, the Company typically satisfies its performance obligations and recognizes revenue over time, as the promised services are performed. The Company uses input methods to recognize revenue over time related to these services, includ ing labor costs an d time incurred. The Company believes that these input methods represent the most indicative measure of the CMS or other service work performed by the Company during a given period of time. Other Considerations The Company does not have standard payment t erms for all customers globally, however the Company’s general payment terms require customers to pay for products or services provided after the performance obligation is satisfied. The Company does not have significant financing arrangements with its cu stomers. The Company does not have significant amounts of variable consideration in its contracts with customers and where applicable, the Company’s estimates of variable consideration are not constrained. The Company records certain t hird-party license fees in other income (expense), net, in its Condensed Consolidated Statement of Income, which generally include sales-based royalties in exchange for the license of intellectual property . These license fees are recognized in accordance with their agreed-u pon terms and when performance obligations are satisfied, which is generally when the third party has a subsequent sale. Practical Expedients and Accounting Policy Elections The Company has made certain accounting policy elections and elected to use certai n practical expedients as permitted by the FASB in applying the guidance on revenue recognition. It is the Company’s policy to not adjust the promised amount of consideration for the effects of a significant financing component as the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to the customer and when the customer pays for that good or service will be one year or less. In addition, it is the Company’s policy to expense costs to obt ain a contract as incurred when the expected period of benefit, and therefore the amortization period, is one year or less. It is also the Company’s accounting policy to exclude from the measurement of the transaction price all taxes assessed by a governm ental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collecte d by the entity from a customer, including sales, use, value added, excise and various other taxes. Lastly, the Company has elected to accoun t for shipping and handling activities that occur after the customer has obtained control of a good as a fulfilment cost rather than an additional promised service. Contract Assets and Liabilities T he Company recognizes a contract asset or receivable on it s Condensed Consolidated Balance Sheet w hen the Company performs a service or transfers a good in advance of receiving consideration. A receivable is the Company’s right to consideration that is unconditional and only the passage of time is required befor e payment of that consideration is due. A contract asset is the Company’s right to consideration in exchange for goods or services that the Company has transferred to a customer. The Company had no contract assets recorded on its Condensed Consolidated B alance Sheets as of March 31, 2018 or December 31, 2017. A contract liability is recognized when the Company receives consideration, or if it has the unconditional right to receive consideration, in advance of performance. A contract liability is the Comp any’s obligation to transfer goods or services to a customer for which the Company has received consideration, or a specified amount of consideration is due, from the customer. The Company’s contract liabilities primarily represent deferred revenue record ed for customer payments received by the Company prior to the Company satisfying the associated performance obligation. Deferred revenues are presented within other current liabilities in the Company’s Condensed Consolidated Balance Sheets. The Company h ad approximately $1. 3 million and $1.5 million of deferred revenue as of March 31, 2018 and December 31, 2017, respectively. During the th ree months ended March 31, 2018 the Company satisfied the associated performance obligations and recognized revenue of $1.5 million related to advance customer payments previously received. Disaggregated Revenue The Company sells its various industrial process fluids, its chemical specialties and its technical expertise as a global product portfolio. The Company generally manages and evaluate s its performance by geography first, and then by customer industry, rather than by individual product lines. The Company has provided annual net sales information for its product lines greater than 10% in its previously file d Form 10-K for the year ended December 31, 2017, and those annual percentages are generally consistent with the current quarter’s net sales by product line. Also, net sales of each of the Company’s major product lines are generally spread throughout all four of the Company’s regions, and in most cases, approximately proportionate to the level of total sales in each region. The following disaggregates the Company’s net sales by region, customer industry, and timing of revenue recognized for the three months ended March 31, 2018 : Three Months Ended March 31, 2018 North South Consolidated America EMEA Asia/Pacific America Total Net sales $ 91,820 $ 62,055 $ 48,777 $ 9,403 $ 212,055 Customer Industries Primary metals $ 41,273 $ 27,317 $ 30,878 $ 5,299 $ 104,767 Metalworking 36,874 31,161 17,573 3,783 89,391 Coatings and other 13,673 3,577 326 321 17,897 $ 91,820 $ 62,055 $ 48,777 $ 9,403 $ 212,055 Timing of Revenue Recognized Product sales at a point in time $ 88,986 $ 61,999 $ 46,848 $ 9,319 $ 207,152 Services transferred over time 2,834 56 1,929 84 4,903 $ 91,820 $ 62,055 $ 48,777 $ 9,403 $ 212,055 |
Business Segments
Business Segments | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting Measurement Disclosures [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 5 – Business Segments The Company’s reportable operating segments are organized by geography as follows: ( i ) North America, (ii) EMEA, (iii) Asia/Pacific and (iv) South America . Operating earnings, excluding indirect operating expenses, for the Company’s reportable operating segments is comprised of revenues less cost of goods sold (“COGS”) and selling, general and administrative expenses (“SG&A”) directly related to the resp ectiv e region’s product sales. The indirect ope rating expenses consist of SG&A not directly attributable to the product sales of each respective report able operating segment. Other items not specifically identified with the Company’s reportable operating segm ents include interest expense, interest income, license fees from non-co nsolidated affiliates, amortization expense and other income (expense), net . The following table presents information about the performance of the Company’s reportable operating segments for the three months ended March 31, 2018 and 2017 : Three Months Ended March 31, 2018 2017 Net sales North America $ 91,820 $ 87,341 EMEA 62,055 53,927 Asia/Pacific 48,777 45,150 South America 9,403 8,491 Total net sales $ 212,055 $ 194,909 Operating earnings, excluding indirect operating expenses North America $ 20,365 $ 20,637 EMEA 10,293 9,246 Asia/Pacific 12,142 10,243 South America 635 797 Total operating earnings, excluding indirect operating expenses 43,435 40,923 Combination-related expenses (5,209) (9,075) Indirect operating expenses (16,142) (16,317) Amortization expense (1,853) (1,773) Consolidated operating income 20,231 13,758 Other expense, net (369) (105) Interest expense (1,692) (656) Interest income 489 523 Consolidated income before taxes and equity in net (loss) income of associated companies $ 18,659 $ 13,520 Inter-segment revenue s for the three months ended March 31, 2018 an d 2017 were $3.1 million and $2.1 million for North America, $5.6 million and $4.8 million for EMEA, $0.4 million and $0.1 million for Asia/Pacific and $0 and less than $0.1 million for South America, respectively . However, all inter-segment transactions have been eliminated from each reportable operating segment’s net sales and earnings for all periods presented above . |
Restructuring and Related Activ
Restructuring and Related Activities | 3 Months Ended |
Mar. 31, 2018 | |
Restructuring And Related Activities [Abstract] | |
Restructuring And Related Activities Disclosure [TextBlock] | Note 6 – Restructuring and Related Activities As previously disclosed in its Annual Report filed on Form 10-K for the year ended December 31, 2017, in the fourth quarter of 2015 Quaker’s management approved a global restructuring plan (the “2015 Program”) to reduce its operating costs. The 2015 Program included provisions for the reduction of total headcount of approximately 65 employees globally. The Company completed all of the remaining initiatives under the 2015 Program during the first half of 2017 and does not expect to incur further restructuring charges under this program. Restructuring activity recognized by reportable operating segment in connection with the 2015 Program during the three months ended March 31, 2017 is as follows: North America EMEA Total Accrued restructuring as of December 31, 2016 $ 196 $ 474 $ 670 Cash payments (70) (78) (148) Currency translation adjustments — 8 8 Accrued restructuring as of March 31, 2017 $ 126 $ 404 $ 530 There were no accrued restructuring liabilities as of December 31, 2017 and no associated cash payments or other restructuring activity recognized during the three months ended March 31, 2018. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Share Based Compensation [Abstract] | |
Disclosure Of Compensation Related Costs Share Based Payments [Text Block] | Note 7 – S hare -Based Compensation The Company recognized the following share -based compensation expense in SG&A in its Condensed Consolidated Stateme nts of Income for the three months ended March 31, 2018 and 2017 : Three Months Ended March 31, 2018 2017 Stock options $ 252 $ 227 Nonvested stock awards and restricted stock units 775 802 Employee stock purchase plan 22 23 Non-elective and elective 401(k) matching contribution in stock — 64 Director stock ownership plan 34 37 Total share-based compensation expense $ 1,083 $ 1,153 During the first quarter of 2018 , the Company granted stock options under its long-term incentive plan (“ LTIP ”) 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 use d the Black-Scholes option pricing model and the assumptions set forth in the table below: Number of options granted 35,842 Dividend yield 1.37 % Expected volatility 24.73 % Risk-free interest rate 2.54 % Expected term (years) 4.0 The fair value of these stocks options is amortized on a straight-line basis over the vesting period. As of March 31, 2018 , unrecognized compensation expense related to stock options granted was $2.1 million, to be recognized over a weighted average remaining period of 2.3 years. During the first quarter of 2018, the Company granted 12,807 nonvested restricted shares and 1,480 nonvested restricted stock units under its LTIP that are generally subject only to time vesting, generally over a three-year period. The fair value of these awards 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 of these awards for expected forfeitures based on historical experien ce. As of March 31, 2018 , unrecognized compensation expense related to the nonvested shares was $3.2 million, to be recognized over a weighted average remaining period of 2.2 years, and unrecognized compensation expense related to n onvested restricted stock units was $0.3 million, to be recognized over a weighted average remaining period of 2.4 years. |
Pension and Postretirement Bene
Pension and Postretirement Benefits | 3 Months Ended |
Mar. 31, 2018 | |
General Discussion Of Pension And Other Postretirement Benefits [Abstract] | |
Pension And Other Postretirement Benefits Disclosure [Text Block] | Note 8 – Pension and Other Postretirement Benefits The components of net periodic benefit cost for the three months ended March 31, 2018 and 2017 are as follows: Three Months Ended March 31, Other Pension Benefits Postretirement Benefits 2018 2017 2018 2017 Service cost $ 988 $ 918 $ 2 $ 3 Interest cost 1,049 1,008 33 33 Expected return on plan assets (1,290) (1,326) — — Actuarial loss amortization 800 869 15 5 Prior service cost amortization (31) (23) — — Total net periodic benefit cost $ 1,516 $ 1,446 $ 50 $ 41 Employer Contributions The Company previously disclosed in its financial statements for the year ended December 31, 2017 , that it expected to make minimum cash contributions of $9.9 million to its pension plans and $0.4 million to its other postretirement benefit plan s in 2018 . As of March 31, 2018 , $3.9 million and $0.1 million of contributions have been made to the Company’s pension plans and its postretirement benefit plans, respectively. |
Other Income (Expense)
Other Income (Expense) | 3 Months Ended |
Mar. 31, 2018 | |
Other Income And Expenses [Abstract] | |
Other Income And Other Expense Disclosure [Text Block] | Note 9 – Other E xpense , Net The components of other expense , net for the three months ended March 31, 2018 and 2017 are as follows: Three Months Ended March 31, 2018 2017 Income from third party license fees $ 250 $ 269 Foreign exchange losses, net (229) (214) Gain on fixed asset disposals, net 52 15 Non-income tax refunds and other related credits 36 294 Pension and postretirement benefit costs, non-service components (576) (566) Other non-operating income 157 131 Other non-operating expense (59) (34) Total other expense, net $ (369) $ (105) |
Income Taxes and Uncertain Tax
Income Taxes and Uncertain Tax Positions | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 10 – Income Taxes and Uncertain Income Tax Positions The Company’s effective tax rate for the three months ended March 31, 2018 was 29.8% compared t o 50.8% for the three months ended March 31, 2017 . The Company’s elevated effective tax rate in the first quarter of 2017 was primarily due to certain non-deductible costs related to the pending Houghton Combination. The Company’s effective tax rate in the first quarter of 2018 also included the impact of certain non-deductible combination-related expenses, but to a lesser extent. In addition, the Company’s effective tax for the three months ended March 31, 2018 benefited from the decrease in the U.S. statutory tax rate from 35% in the prior year to 21% in the current quarter a s a result of the Tax Cuts and Jobs Act (“ U .S. Tax Reform”), partially offset by a negative impact from changes in uncertain tax positions quarter-over-quarter. As previously disclosed in its Annual Report filed on Form 10-K for the year ended December 31, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as U.S. Tax Reform on December 22, 2017. U.S. Tax Reform includes multiple changes to the U.S. tax code with varying effects on the Company’s results for the three month s ended March 31, 2018. The SEC staff issued guidance on accounting for the tax effects of U.S. Tax Reform and provided a one-year measurement period for companies to complete the accounting. Companies are required to reflect the income tax effects of th ose aspects of U.S. Tax Reform for which the accounting is complete. To the extent that a company’s accounting for certain income tax effects of U.S. Tax Reform are incomplete but the company is able to determine a reasonable estimate, it must record a pr ovisional estimate in its financial statements. The Company has made reasonable interpretations and assumptions with regard to various uncertainties and ambiguities in the application of certain provisions of U.S. Tax Reform. It is possible that the Inte rnal Revenue Service (“IRS”) could issue subsequent guidance or take positions on audit that differ from the Company’s interpretations and assumptions. The Company currently believes subsequent guidance issued or interpretations made by the IRS will not b e materially different from the Company’s application of the provisions of U.S. Tax Reform. The Company is continuing to evaluate all of the provisions of U.S. Tax Reform and expects to finalize its assessment during the one-year measurement period provid ed for by the SEC to complete the accounting for U.S. Tax Reform. During the three months ended March 31, 2018, the Company has not made any significant changes to its initial assessments made during the fourth quarter of 2017. As of March 31, 2018 , the Company’s cumulative liability for gross unrecognized tax benefits was $7.8 million. As of December 31, 2017 , the Company’s cumulative liability for gross unrecognized tax benefi ts was $6.8 million. 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 C ondensed Consolidated Statements of Income. The Comp any recognized an expen se of $0.1 million for interest and an expense of $0.1 million for penalties in its Condensed Consolidated Statement of Income for the three months ended March 31, 2018 , and recognized a credit of $0.2 million for int erest and an expense of less than $0.1 million for penalties in its Condensed Consolidated Statement of Income for the three months ended March 31, 2017 . As of March 31, 2018 , the Company had accrued $0.7 million for cumul ative interest and $1.2 million for cumulative penalties in its Condensed Consolidated Balance Sheets , compared to $0.6 million for cumulative interest and $1.0 million for cumulative penalties accrued at December 31, 2017 . During the three months ended March 31, 2018 and 2017 , the Company recognized a decrease of less than $0.1 million and $0.4 million, respectively, in its cumulative liability for gross unrecognized tax benefits due to the expiration o f the applicable statutes of limitations for certain tax years. The Company estimates that during the year ending December 31, 2018 it will reduce its cumulative liability for gross unrecognized tax benefits by approximately $1.0 to $1.1 million 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 b enefits 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 ending December 31, 2018 . The Company and its subsidiaries are subject to U.S. Feder al 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 Brazil from 2000, Italy from 2007, the Netherlands and the United Kingdom from 2012, Sp ain, China and Mexico from 2013, India from its fiscal year beginning April 1, 2013 and ending March 31, 2014, the United States from 2014, and various domestic state tax jurisdictions from 2008. As previously reported, the Italian tax authorities have assessed additional tax due from the Company’s subsidiary, Quaker Italia S.r.l., relating to the tax years 2007 through 2013. The Company has filed for competent authority relief from these assessments under the Mutual Agreement Procedures of the Organiza tion for Economic Co-Operation and Development for all years except 2007. As of March 31, 2018, the Company believes it has adequate reserves, where merited, for uncertain tax positions with respect to these and all other audits. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Note 11 – Earnings Per Share The following table summarizes earnings per share calculations for the three months ended March 31, 2018 and 2017 : Three Months Ended March 31, 2018 2017 Basic earnings per common share Net income attributable to Quaker Chemical Corporation $ 12,732 $ 6,992 Less: income allocated to participating securities (62) (55) Net income available to common shareholders $ 12,670 $ 6,937 Basic weighted average common shares outstanding 13,245,026 13,176,096 Basic earnings per common share $ 0.96 $ 0.53 Diluted earnings per common share Net income attributable to Quaker Chemical Corporation $ 12,732 $ 6,992 Less: income allocated to participating securities (62) (54) Net income available to common shareholders $ 12,670 $ 6,938 Basic weighted average common shares outstanding 13,245,026 13,176,096 Effect of dilutive securities 33,580 44,965 Diluted weighted average common shares outstanding 13,278,606 13,221,061 Diluted earnings per common share $ 0.95 $ 0.52 Certain stock options and restricted stock units are not included in the diluted earnings per share calculation since the effect would have been anti-dilutive . The calculated amount of anti-dilutive shares not included were 2,862 and 3,507 for the three months ended March 31, 2018 and 2017 , respectively. |
Restricted Cash
Restricted Cash | 3 Months Ended |
Mar. 31, 2018 | |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract] | |
Cash and Cash equivalents disclosure [Text Block] | Note 12 – Restricted Cash The Company has restricted cash recorded in other assets related to proceeds from an inactive subsidiary of the Company which previously executed separate settlement and release agreements with two of its insurance carriers for $35.0 million. 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 . Due to the restricted nature of the proceeds, a corresponding deferred credit wa s established in other non-current liabilities for an equal and offsetting amount, and will remain until the restrictions lapse or the funds are exhausted via payments of claims and costs of defense. The following table provides a reconciliation of cash, cash equivalents and restricted cash as of March 31, 2018 and 2017 and December 31, 2017 and 2016: March 31, December 31, 2018 2017 2017 2016 Cash and cash equivalents $ 92,581 $ 90,593 $ 89,879 $ 88,818 Restricted cash included in other assets 21,105 21,652 21,171 21,883 Cash, cash equivalents and restricted cash $ 113,686 $ 112,245 $ 111,050 $ 110,701 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill And Intangible Assets Disclosure [Text Block] | Note 13 – Goodwill and Other Intangible Assets The Company completes its annual impairment test during the fourth quarter of each year, or more frequently if triggering events indicate a possible impairment in one or more of its reporting units. The Company continually evaluates financial performance, economic conditions and other relevant developments in assessing if an interim period impairment test for one or more of its reporting units is necessary. The Company has recorded no impairment charges in its past. Changes in the carrying amount of goodwill for the three months ended March 31, 2018 were as follows: North South America EMEA Asia/Pacific America Total Balance as of December 31, 2017 $ 47,571 $ 20,504 $ 15,456 $ 2,503 $ 86,034 Currency translation adjustments 16 387 272 (1) 674 Balance as of March 31, 2018 $ 47,587 $ 20,891 $ 15,728 $ 2,502 $ 86,708 Gross carrying amounts and accumulated amortization for definite-lived intangible assets as of March 31, 2018 and December 31, 2017 were as follows: Gross Carrying Accumulated Amount Amortization 2018 2017 2018 2017 Customer lists and rights to sell $ 76,663 $ 76,581 $ 26,626 $ 25,394 Trademarks, formulations and product technology 34,221 33,025 15,007 14,309 Other 6,123 6,114 5,602 5,514 Total definite-lived intangible assets $ 117,007 $ 115,720 $ 47,235 $ 45,217 The Compan y recorded $1.9 million and $1.8 million o f amortization expense for the three months ended March 31, 2018 and 2017 , respectively. Estimated annual aggregate amortization expense for the current year and subsequent five years is as follows: For the year ended December 31, 2018 $ 7,473 For the year ended December 31, 2019 7,357 For the year ended December 31, 2020 7,065 For the year ended December 31, 2021 6,687 For the year ended December 31, 2022 6,525 For the year ended December 31, 2023 6,295 The Company has two indefinite-lived intangible assets totaling $1.1 million for trademarks a s of March 31, 2018 and December 31, 2017 . |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt [Abstract] | |
Debt Disclosure [Text Block] | Note 14 – Debt The Company’s primary credit facility (“the Credit Facility”) is a $300.0 million syndicated multicurrency credit agreement with a group of lenders which matures in June 201 9. The maximum amount available under th e Credit F a cility can be increased to $400.0 million at the Company’s option if the lenders agree and the Company satisfies certain conditions. Borrowings under the Credit Facility generally bear interest at a base rate or LIBOR rate plus a margin. The Credit Facility has ce rtain financial and other covenants, with the key financial covenant requiring that the Company’s consolidated net debt to adjusted EBITDA ratio cannot exceed 3.50 to 1. As of March 31, 2018 , and December 31, 2017 , the Company’s net deb t to adjusted EBITDA ratio was below 1. 0 to 1, and the Company was also in compl iance with all of its other covenants. A s of March 31, 2018 , and December 31, 2017 , the Company had total credit facility borrowings of $57.2 million a nd $48.5 million, primarily under the Credit F acility. The Company’s other debt obligations were primarily industrial development bonds and municipality-related loans as of March 31, 2018 and December 31, 2017 . |
Equity and Noncontrolling Inter
Equity and Noncontrolling Interest | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders Equity [Abstract] | |
Stockholders Equity Note Disclosure [Text Block] | Note 15 – Equity The following tables present the changes in equity, net of tax, for the three months ended March 31, 2018 and 2017: Accumulated Capital in Other Common Excess of Retained Comprehensive Noncontrolling Stock Par Value Earnings Loss Interest Total Balance at December 31, 2017 $ 13,308 $ 93,528 $ 365,182 $ (65,100) $ 1,946 $ 408,864 Net income — — 12,732 — 55 12,787 Amounts reported in other comprehensive income — — — 6,362 95 6,457 Dividends ($0.355 per share) — — (4,729) — — (4,729) Distributions to noncontrolling affiliate — — — — (834) (834) Share issuance and equity-based compensation plans 15 203 — — — 218 Balance at March 31, 2018 $ 13,323 $ 93,731 $ 373,185 $ (58,738) $ 1,262 $ 422,763 Balance at December 31, 2016 $ 13,278 $ 112,475 $ 364,414 $ (87,407) $ 9,846 $ 412,606 Net income — — 6,992 — 622 7,614 Amounts reported in other comprehensive income — — — 5,446 520 5,966 Dividends ($0.345 per share) — — (4,587) — — (4,587) Share issuance and equity-based compensation plans 13 363 — — — 376 Balance at March 31, 2017 $ 13,291 $ 112,838 $ 366,819 $ (81,961) $ 10,988 $ 421,975 The following tables show the reclassifications from and resulting balances of AOCI for the three months ended March 31, 2018 and 2017 : Unrealized Currency Defined Gain (Loss) in Translation Benefit Available-for- Adjustments Pension Plans Sale Securities Total Balance at December 31, 2017 $ (31,893) $ (34,093) $ 886 $ (65,100) Other comprehensive income (loss) before reclassifications 6,764 (697) (443) 5,624 Amounts reclassified from AOCI — 783 (172) 611 Current period other comprehensive income (loss) 6,764 86 (615) 6,235 Related tax amounts — (2) 129 127 Net current period other comprehensive income (loss) 6,764 84 (486) 6,362 Balance at March 31, 2018 $ (25,129) $ (34,009) $ 400 $ (58,738) Balance at December 31, 2016 $ (52,255) $ (36,168) $ 1,016 $ (87,407) Other comprehensive income (loss) before reclassifications 4,928 (341) 665 5,252 Amounts reclassified from AOCI — 850 (360) 490 Current period other comprehensive income 4,928 509 305 5,742 Related tax amounts — (191) (105) (296) Net current period other comprehensive income 4,928 318 200 5,446 Balance at March 31, 2017 $ (47,327) $ (35,850) $ 1,216 $ (81,961) Approximately 25% and 75 % of the amounts reclassified from AOCI to the Condensed Consolidated Statement s of Income for defined benefit retirement plans during the three months ended March 31, 2018 and 2017 were recorded in COGS and SG&A , respectively. See Note 8 of Notes to Condensed Consolidated Financial Statements for further information. All reclassifications related to unrealized gain (loss) in available-for-sale securities relate to the Company’s equity interest in a captive in surance company and are recorded in equity in net (loss) income of associated companies. The amounts reported in other comprehensive income for non-controlling interest are related to currency translation adjustments. |
Business Acquisitions
Business Acquisitions | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Note 16 – Business Combinations and Asset Acquisitions In March 2018, the Company purchased certain formulations and product technology for the mining industry for its North America reportable operating segment for $1.0 million. The Company allocated the entire purchase price to intangible assets representing formulations and product technology, to be amortized over 10 years. In accorda nce with the terms of the agreement, $0.5 million of the purchase price was paid at signing, with the remaining $0.5 million of the purchase price expected to be paid within the next 12 months and recorded as an other current liability on the Company’s Con densed Consolidated Balance Sheet as of March 31, 2018. In December 2017, the Company acquired the remaining 45% ownership interest in its India affiliate, Quaker Chemical India Private Limited (“QCIL”) for 2,025.0 million INR, or approximately $31.8 milli on. In May 2017, the Company acquired assets associated with a business that markets, sells and manufactures certain metalworking fluids for its North America reportable operating segment for 7.3 million CAD, or approximately $5.4 million. In November 20 16, the Company acquired Lubricor Inc. and its affiliated entities (“Lubricor”), a metalworking fluids manufacturer headquartered in Waterloo, Ontario, for its North America reportable operating segment for 16.0 million CAD, or approximately $12.0 million. During the first quarter of 2017, the Company identified and recorded an adjustment to the allocation of the purchase price for the Lubricor acquisition. The adjustment was the result of finalizing a post-closing settlement based on the Company’s assess ment of additional information related to assets acquired and liabilities assumed. As of December 31, 2017, the allocation of the purchase price for all of the Company’s 2016 and 2017 acquisitions were finalized. The results of operations of the acquired businesses and assets are included in the Condensed Consolidated Statements of Income from their respective acquisition dates. Transaction expenses associated with these acquisitions are included in SG&A in the Company’s Condensed Consolidated Statements of Income. Certain pro forma and other information is not presented, as the operations of the acquired businesses are not material to the overall operations of the Company for the periods presented. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 17 – Fair Value Measurements The Company has valued its company-owned life insurance policies at fair value. These assets are subject to fair value measurement as follows: Fair Value Measurements at March 31, 2018 Total Using Fair Value Hierarchy Assets Fair Value Level 1 Level 2 Level 3 Company-owned life insurance $ 1,544 $ — $ 1,544 $ — Total $ 1,544 $ — $ 1,544 $ — Fair Value Measurements at December 31, 2017 Total Using Fair Value Hierarchy Assets Fair Value Level 1 Level 2 Level 3 Company-owned life insurance $ 1,594 $ — $ 1,594 $ — Total $ 1,594 $ — $ 1,594 $ — The fair values of Company-owned life insurance assets are based on quotes for like instruments with similar credit ratings and terms. The Company did not hold any Level 3 investments as of March 31, 2018 or December 31, 2017 , respectively, so related disclosures have not been included. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments And Contingencies Disclosure [Text Block] | Note 18 – Commitments and Contingencies The Company previously disclosed in its Annual Report filed on Form 10-K for the year ended December 31, 2017 that AC Products, Inc. (“ACP”), a wholly owned subsidiary, has been operating a groundwater treatment system to hydraulically contain groundwater contamination emanating from ACP’s site, the principal contaminant of which is perchloroethylene (“PERC”). A s of March 31, 2018, ACP believes it is close to meeting the conditions for closure of the groundwater treatment system, but continues to operate this system while in discussions with the relevant authorities. As of March 31, 2018 , the Company be lieves that the range of potential-known liabilities associated with the balance of the ACP water remediation program is approximately $0.1 million to $1.0 million. The low and high ends of the range are based on the length of operation of t he treatment system as determined by groundwater modeling. Costs of operation include the operation and maintenance of the extraction well, groundwater mon itoring and program management. The Company previously disclosed in its Annual Report filed on Form 10-K for the year ended December 31, 2017 that 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. During the three months ended March 31, 2018, there have been no significant changes to the facts or circumstances of this matter previously disclosed, aside from on-going claims, immaterial settlements and routine payments associated with this litigatio n. 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 $1.9 million (excluding costs of defense). 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. A pproxima tely $0.2 million was accrued as of March 31, 2018 and December 31, 2017 , respectively, to provide for such anticipated future environmental assessments and remediation costs. The Company is party to other litigation which manag ement currently believes will not have a material adverse effect on the Company’s results of operations, cash flows or financial condition. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis Of Accounting Policy [Policy Text Block] | The condensed consolidated financial statements included herein are unaudited and have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial reporting and the United States Securities and Exchange Commission (“SEC”) regulations. Certai n information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the financial statements reflect al l adjustments (consisting only of normal recurring adjustments, except certain material adjustments, as discussed below) 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, 2018 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 yea r ended December 31, 2017 . |
Revenue Recognition Accounting Policy, Gross and Net Revenue Disclosure [Policy Text Block] | As part of the Company’s CMS , 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 its customers. Where the Company acts as an agent, revenue is recognized on a net reporting basis at the amount of the administrative fee earned by the Company for ordering the goods. |
Revenue Recognition [Policy Text Block] | The Company applies the FASB’s guidance on revenue recognition, which requires the Company to recognize revenue in an amount that reflects the consideration to which the Company expects to be entitled in exchange for goods or services transferred to its customers . To do this, the Company applies the five-step model in the FASB’s guidance, which requires the Company to: (i) identify the contract with a customer; (ii) identify the performance ob ligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, the Company satisfies a performance obligation. |
Revenue Recognition, Deferred Revenue [Policy Text Block] | A contract liability is recognized when the Company receives consideration, or if it has the unconditional right to receive consideration, in advance of performance. A contract liability is the Comp any’s obligation to transfer goods or services to a customer for which the Company has received consideration, or a specified amount of consideration is due, from the customer. The Company’s contract liabilities primarily represent deferred revenue record ed for customer payments received by the Company prior to the Company satisfying the associated performance obligation. Deferred revenues are presented within other current liabilities in the Company’s Condensed Consolidated Balance Sheets. |
Goodwill And Intangible Assets, Goodwill, Policy [Policy Text Block] | The Company completes its annual impairment test during the fourth quarter of each year, or more frequently if triggering events indicate a possible impairment in one or more of its reporting units. The Company continually evaluates financial performance, economic conditions and other relevant developments in assessing if an interim period impairment test for one or more of its reporting units is necessary. |
Net Sales and Revenue Recogni26
Net Sales and Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disaggregation Of Revenue [Abstract] | |
Disaggregation Of Revenue [Table Text Block] | Three Months Ended March 31, 2018 North South Consolidated America EMEA Asia/Pacific America Total Net sales $ 91,820 $ 62,055 $ 48,777 $ 9,403 $ 212,055 Customer Industries Primary metals $ 41,273 $ 27,317 $ 30,878 $ 5,299 $ 104,767 Metalworking 36,874 31,161 17,573 3,783 89,391 Coatings and other 13,673 3,577 326 321 17,897 $ 91,820 $ 62,055 $ 48,777 $ 9,403 $ 212,055 Timing of Revenue Recognized Product sales at a point in time $ 88,986 $ 61,999 $ 46,848 $ 9,319 $ 207,152 Services transferred over time 2,834 56 1,929 84 4,903 $ 91,820 $ 62,055 $ 48,777 $ 9,403 $ 212,055 |
Business Segments (Tables)
Business Segments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting Measurement Disclosures [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended March 31, 2018 2017 Net sales North America $ 91,820 $ 87,341 EMEA 62,055 53,927 Asia/Pacific 48,777 45,150 South America 9,403 8,491 Total net sales $ 212,055 $ 194,909 Operating earnings, excluding indirect operating expenses North America $ 20,365 $ 20,637 EMEA 10,293 9,246 Asia/Pacific 12,142 10,243 South America 635 797 Total operating earnings, excluding indirect operating expenses 43,435 40,923 Combination-related expenses (5,209) (9,075) Indirect operating expenses (16,142) (16,317) Amortization expense (1,853) (1,773) Consolidated operating income 20,231 13,758 Other expense, net (369) (105) Interest expense (1,692) (656) Interest income 489 523 Consolidated income before taxes and equity in net (loss) income of associated companies $ 18,659 $ 13,520 |
Restructuring Activities (Table
Restructuring Activities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Restructuring And Related Activities [Abstract] | |
Restructuring and Related Costs [Table Text Block] | North America EMEA Total Accrued restructuring as of December 31, 2016 $ 196 $ 474 $ 670 Cash payments (70) (78) (148) Currency translation adjustments — 8 8 Accrued restructuring as of March 31, 2017 $ 126 $ 404 $ 530 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Share Based Compensation [Abstract] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | Three Months Ended March 31, 2018 2017 Stock options $ 252 $ 227 Nonvested stock awards and restricted stock units 775 802 Employee stock purchase plan 22 23 Non-elective and elective 401(k) matching contribution in stock — 64 Director stock ownership plan 34 37 Total share-based compensation expense $ 1,083 $ 1,153 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Number of options granted 35,842 Dividend yield 1.37 % Expected volatility 24.73 % Risk-free interest rate 2.54 % Expected term (years) 4.0 |
Pension and Postretirement Be30
Pension and Postretirement Benefits (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
General Discussion Of Pension And Other Postretirement Benefits [Abstract] | |
Schedule of Defined Benefit Plans Disclosures [Table Text Block] | Three Months Ended March 31, Other Pension Benefits Postretirement Benefits 2018 2017 2018 2017 Service cost $ 988 $ 918 $ 2 $ 3 Interest cost 1,049 1,008 33 33 Expected return on plan assets (1,290) (1,326) — — Actuarial loss amortization 800 869 15 5 Prior service cost amortization (31) (23) — — Total net periodic benefit cost $ 1,516 $ 1,446 $ 50 $ 41 |
Other Income (Expense) (Tables)
Other Income (Expense) (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Other Income And Expenses [Abstract] | |
Schedule Of Other Nonoperating Income (Expense) [Table Text Block] | Three Months Ended March 31, 2018 2017 Income from third party license fees $ 250 $ 269 Foreign exchange losses, net (229) (214) Gain on fixed asset disposals, net 52 15 Non-income tax refunds and other related credits 36 294 Pension and postretirement benefit costs, non-service components (576) (566) Other non-operating income 157 131 Other non-operating expense (59) (34) Total other expense, net $ (369) $ (105) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended March 31, 2018 2017 Basic earnings per common share Net income attributable to Quaker Chemical Corporation $ 12,732 $ 6,992 Less: income allocated to participating securities (62) (55) Net income available to common shareholders $ 12,670 $ 6,937 Basic weighted average common shares outstanding 13,245,026 13,176,096 Basic earnings per common share $ 0.96 $ 0.53 Diluted earnings per common share Net income attributable to Quaker Chemical Corporation $ 12,732 $ 6,992 Less: income allocated to participating securities (62) (54) Net income available to common shareholders $ 12,670 $ 6,938 Basic weighted average common shares outstanding 13,245,026 13,176,096 Effect of dilutive securities 33,580 44,965 Diluted weighted average common shares outstanding 13,278,606 13,221,061 Diluted earnings per common share $ 0.95 $ 0.52 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents [Table Text Block] | March 31, December 31, 2018 2017 2017 2016 Cash and cash equivalents $ 92,581 $ 90,593 $ 89,879 $ 88,818 Restricted cash included in other assets 21,105 21,652 21,171 21,883 Cash, cash equivalents and restricted cash $ 113,686 $ 112,245 $ 111,050 $ 110,701 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | North South America EMEA Asia/Pacific America Total Balance as of December 31, 2017 $ 47,571 $ 20,504 $ 15,456 $ 2,503 $ 86,034 Currency translation adjustments 16 387 272 (1) 674 Balance as of March 31, 2018 $ 47,587 $ 20,891 $ 15,728 $ 2,502 $ 86,708 |
Schedule Of Finite Lived Intangible Assets [Table Text Block] | Gross Carrying Accumulated Amount Amortization 2018 2017 2018 2017 Customer lists and rights to sell $ 76,663 $ 76,581 $ 26,626 $ 25,394 Trademarks, formulations and product technology 34,221 33,025 15,007 14,309 Other 6,123 6,114 5,602 5,514 Total definite-lived intangible assets $ 117,007 $ 115,720 $ 47,235 $ 45,217 |
Schedule of Finite Lived Intangible Assets Future Amortization Expense [TableText Block] | For the year ended December 31, 2018 $ 7,473 For the year ended December 31, 2019 7,357 For the year ended December 31, 2020 7,065 For the year ended December 31, 2021 6,687 For the year ended December 31, 2022 6,525 For the year ended December 31, 2023 6,295 |
Equity and Noncontrolling Int35
Equity and Noncontrolling Interest (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders Equity [Abstract] | |
Schedule of Stockholders Equity [Table Text Block] | Accumulated Capital in Other Common Excess of Retained Comprehensive Noncontrolling Stock Par Value Earnings Loss Interest Total Balance at December 31, 2017 $ 13,308 $ 93,528 $ 365,182 $ (65,100) $ 1,946 $ 408,864 Net income — — 12,732 — 55 12,787 Amounts reported in other comprehensive income — — — 6,362 95 6,457 Dividends ($0.355 per share) — — (4,729) — — (4,729) Distributions to noncontrolling affiliate — — — — (834) (834) Share issuance and equity-based compensation plans 15 203 — — — 218 Balance at March 31, 2018 $ 13,323 $ 93,731 $ 373,185 $ (58,738) $ 1,262 $ 422,763 Balance at December 31, 2016 $ 13,278 $ 112,475 $ 364,414 $ (87,407) $ 9,846 $ 412,606 Net income — — 6,992 — 622 7,614 Amounts reported in other comprehensive income — — — 5,446 520 5,966 Dividends ($0.345 per share) — — (4,587) — — (4,587) Share issuance and equity-based compensation plans 13 363 — — — 376 Balance at March 31, 2017 $ 13,291 $ 112,838 $ 366,819 $ (81,961) $ 10,988 $ 421,975 |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Unrealized Currency Defined Gain (Loss) in Translation Benefit Available-for- Adjustments Pension Plans Sale Securities Total Balance at December 31, 2017 $ (31,893) $ (34,093) $ 886 $ (65,100) Other comprehensive income (loss) before reclassifications 6,764 (697) (443) 5,624 Amounts reclassified from AOCI — 783 (172) 611 Current period other comprehensive income (loss) 6,764 86 (615) 6,235 Related tax amounts — (2) 129 127 Net current period other comprehensive income (loss) 6,764 84 (486) 6,362 Balance at March 31, 2018 $ (25,129) $ (34,009) $ 400 $ (58,738) Balance at December 31, 2016 $ (52,255) $ (36,168) $ 1,016 $ (87,407) Other comprehensive income (loss) before reclassifications 4,928 (341) 665 5,252 Amounts reclassified from AOCI — 850 (360) 490 Current period other comprehensive income 4,928 509 305 5,742 Related tax amounts — (191) (105) (296) Net current period other comprehensive income 4,928 318 200 5,446 Balance at March 31, 2017 $ (47,327) $ (35,850) $ 1,216 $ (81,961) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | Fair Value Measurements at March 31, 2018 Total Using Fair Value Hierarchy Assets Fair Value Level 1 Level 2 Level 3 Company-owned life insurance $ 1,544 $ — $ 1,544 $ — Total $ 1,544 $ — $ 1,544 $ — Fair Value Measurements at December 31, 2017 Total Using Fair Value Hierarchy Assets Fair Value Level 1 Level 2 Level 3 Company-owned life insurance $ 1,594 $ — $ 1,594 $ — Total $ 1,594 $ — $ 1,594 $ — |
Condensed Financial Informati37
Condensed Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investment | $ 25,033 | $ 25,690 |
Kelko (Venezuela) [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Effect Of Currency Conversion, Amount | 200 | |
Equity Method Investment | $ 100 |
Condensed Financial Informati38
Condensed Financial Information - Foreign currency (Details) | Mar. 31, 2018 / $ |
DIPRO [Member] | |
Schedule of Foreign Currency [Line Items] | |
Venezuela Currency exchange rate | 10 |
DICOM [Member] | |
Schedule of Foreign Currency [Line Items] | |
Venezuela Currency exchange rate | 50,000 |
Houghton Combiantion (Details)
Houghton Combiantion (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Business Combination Separately Recognized Transactions [Abstract] | |||
Business Combination Separately Recognized Transactions Description | On April 4, 2017, Quaker entered into a share purchase agreement with Gulf Houghton Lubricants, Ltd. to purchase the entire issued and outstanding share capital of Houghton International, Inc. (“Houghton”) (herein referred to as “the Combination”). The shares will be bought for aggregate purchase consideration consisting of: (i) $172.5 million in cash; (ii) a number of shares of common stock, $1.00 par value per share, of the Company comprising 24.5% of the common stock outstanding upon the closing of the Combination; and (iii) the Company’s assumption of Houghton’s net indebtedness as of the closing of the Combination, which was approximately $690 million at signing. At closing, the total aggregate purchase consideration is dependent on the Company’s stock price and the level of Houghton’s indebtedness. The Company secured $1.15 billion in commitments from Bank of America Merrill Lynch and Deutsche Bank to fund the Combination and to provide additional liquidity, and has since replaced these commitments with a syndicated bank agreement (“the New Credit Facility”) with a group of lenders for $1.15 billion. The New Credit Facility is contingent upon and will not be effective until the closing of the Combination. During April 2018, the Company extended the bank commitment for the New Credit Facility through August 4, 2018. In connection with this extension, the Company adjusted slightly the currency mix of the term loan component of the New Credit Facility. As adjusted, the New Credit Facility is now comprised of a $400.0 million multicurrency revolver, a $600.0 million USD term loan and a $150.0 million EUR equivalent term loan, each with a five-year term from the date the New Credit Facility becomes effective. The maximum amount available under the New Credit Facility can be increased by $200.0 million at the Company’s option if the lenders agree and the Company satisfies certain conditions. Borrowings under the New Credit Facility will bear interest at a base rate or LIBOR rate plus a margin. The Company currently estimates the annual floating rate cost will be in the 3.50% to 3.75% range based on current market interest rates. The New Credit Facility will be subject to certain financial and other covenants, including covenants that the Company’s consolidated net debt to adjusted EBITDA ratio cannot initially exceed 4.25 to 1 and the Company’s consolidated adjusted EBITDA to interest expense ratio cannot be less than 3.0 to 1. Both the USD and EUR equivalent term loans will have quarterly principal amortization during their respective five-year terms, with 5% amortization of the principal balance due in years 1 and 2, 7.5% in year 3, and 10% in years 4 and 5, with the remaining principal amounts due at maturity. Until closing, the Company will incur certain interest costs paid to maintain the bank commitment (“ticking fees”), which began to accrue on September 29, 2017 and bear an interest rate of 0.30% per annum. In addition, the issuance of the Company’s shares at closing of the Combination was subject to approval by Quaker’s shareholders under the rules of the New York Stock Exchange. This approval was received at a meeting of the Company’s shareholders during the third quarter of 2017. Also, the Combination is subject to regulatory approval in the United States, Europe, China and Australia. The Company received regulatory approval from China and Australia in 2017. Depending on the timing of the remaining regulatory approvals and other customary terms and conditions set forth in the share purchase agreement, the Company currently estimates closing of the Combination will occur over the next few months. | ||
Business Combination Transaction-Related Expenses | $ 6.1 | $ 9.1 | |
Business Combination Separately Recognized Transactions Liabilities Recognized | $ 7.6 | $ 5.5 |
Recently Issued Accounting St40
Recently Issued Accounting Standards - Narrative (Details) | 3 Months Ended |
Mar. 31, 2018 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
New Accounting Pronouncement Or Change In Accounting Principle Description Of Prior period Information Retrospectively Adjusted | Adoption of the revenue recognition guidance did not have a material impact on the Company’s reported earnings or cash flows, however, adoption did increase the amount and level of disclosures concerning the Company’s net sales and did result in one adjustment to the Company’s balance sheet. As a result of the Company’s impact assessment and adoption using the modified retrospective adoption approach the Company recorded an adjustment to its Condensed Consolidated Balance Sheet as of December 31, 2017 to adjust the Company’s estimate of variable consideration relating to customers’ expected rights to return product. This adjustment resulted in an increase to other current liabilities of $1.0 million, an increase to non-current deferred tax assets of $0.2 million and a decrease to retained earnings of $0.8 million. There were no other impacts recorded as a result of adopting the revenue recognition guidance. The impact of adoption of the new revenue recognition guidance was immaterial for the three months ended March 31, 2018 and the Company expects the impact to be immaterial on an ongoing basis. |
Net Sales and Revenue Recogni41
Net Sales and Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Revenues [Abstract] | |||
Net Reporting Amount | $ 11.6 | $ 10.4 | |
Deferred Revenue | 1.3 | $ 1.5 | |
Deferred Revenue Revenue Recognized | $ 1.5 | ||
Top Five Customers Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 18.00% | ||
Customer Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 8.00% |
Net Sales and Revenue Recogni42
Net Sales and Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Product Information [Line Items] | ||
Net Sales | $ 212,055 | $ 194,909 |
North America [Member] | ||
Product Information [Line Items] | ||
Net Sales | 91,820 | 87,341 |
EMEA [Member] | ||
Product Information [Line Items] | ||
Net Sales | 62,055 | 53,927 |
Asia Pacific [Member] | ||
Product Information [Line Items] | ||
Net Sales | 48,777 | 45,150 |
South America [Member] | ||
Product Information [Line Items] | ||
Net Sales | 9,403 | $ 8,491 |
Transferred At Point In Time [Member] | ||
Product Information [Line Items] | ||
Net Sales | 207,152 | |
Transferred At Point In Time [Member] | North America [Member] | ||
Product Information [Line Items] | ||
Net Sales | 88,986 | |
Transferred At Point In Time [Member] | EMEA [Member] | ||
Product Information [Line Items] | ||
Net Sales | 61,999 | |
Transferred At Point In Time [Member] | Asia Pacific [Member] | ||
Product Information [Line Items] | ||
Net Sales | 46,848 | |
Transferred At Point In Time [Member] | South America [Member] | ||
Product Information [Line Items] | ||
Net Sales | 9,319 | |
Transferred Over Time [Member] | ||
Product Information [Line Items] | ||
Net Sales | 4,903 | |
Transferred Over Time [Member] | North America [Member] | ||
Product Information [Line Items] | ||
Net Sales | 2,834 | |
Transferred Over Time [Member] | EMEA [Member] | ||
Product Information [Line Items] | ||
Net Sales | 56 | |
Transferred Over Time [Member] | Asia Pacific [Member] | ||
Product Information [Line Items] | ||
Net Sales | 1,929 | |
Transferred Over Time [Member] | South America [Member] | ||
Product Information [Line Items] | ||
Net Sales | 84 | |
Primary Metals [Member] | ||
Product Information [Line Items] | ||
Net Sales | 104,767 | |
Primary Metals [Member] | North America [Member] | ||
Product Information [Line Items] | ||
Net Sales | 41,273 | |
Primary Metals [Member] | EMEA [Member] | ||
Product Information [Line Items] | ||
Net Sales | 27,317 | |
Primary Metals [Member] | Asia Pacific [Member] | ||
Product Information [Line Items] | ||
Net Sales | 30,878 | |
Primary Metals [Member] | South America [Member] | ||
Product Information [Line Items] | ||
Net Sales | 5,299 | |
Metalworking [Member] | ||
Product Information [Line Items] | ||
Net Sales | 89,391 | |
Metalworking [Member] | North America [Member] | ||
Product Information [Line Items] | ||
Net Sales | 36,874 | |
Metalworking [Member] | EMEA [Member] | ||
Product Information [Line Items] | ||
Net Sales | 31,161 | |
Metalworking [Member] | Asia Pacific [Member] | ||
Product Information [Line Items] | ||
Net Sales | 17,573 | |
Metalworking [Member] | South America [Member] | ||
Product Information [Line Items] | ||
Net Sales | 3,783 | |
Coatings And Other [Member] | ||
Product Information [Line Items] | ||
Net Sales | 17,897 | |
Coatings And Other [Member] | North America [Member] | ||
Product Information [Line Items] | ||
Net Sales | 13,673 | |
Coatings And Other [Member] | EMEA [Member] | ||
Product Information [Line Items] | ||
Net Sales | 3,577 | |
Coatings And Other [Member] | Asia Pacific [Member] | ||
Product Information [Line Items] | ||
Net Sales | 326 | |
Coatings And Other [Member] | South America [Member] | ||
Product Information [Line Items] | ||
Net Sales | $ 321 |
Business Segments (Details)
Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Net Sales | $ 212,055 | $ 194,909 |
Operating Earnings, Excluding Indirect Operating Expenses | 43,435 | 40,923 |
Reconciliation from Segment Totals to Consolidated [Abstract] | ||
Combination-related expenses | (5,209) | (9,075) |
Indirect Operating Expenses | (16,142) | (16,317) |
Amortization | (1,853) | (1,773) |
Operating income | 20,231 | 13,758 |
Other (expense) income, net | (369) | (105) |
Interest Expense | (1,692) | (656) |
Interest Income | 489 | 523 |
Income Before Taxes and Equity in Net Income of Associated Companies | 18,659 | 13,520 |
North America [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 91,820 | 87,341 |
Operating Earnings, Excluding Indirect Operating Expenses | 20,365 | 20,637 |
North America [Member] | Intersegment Sales Elimination [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 3,100 | 2,100 |
EMEA [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 62,055 | 53,927 |
Operating Earnings, Excluding Indirect Operating Expenses | 10,293 | 9,246 |
EMEA [Member] | Intersegment Sales Elimination [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 5,600 | 4,800 |
Asia Pacific [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 48,777 | 45,150 |
Operating Earnings, Excluding Indirect Operating Expenses | 12,142 | 10,243 |
Asia Pacific [Member] | Intersegment Sales Elimination [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 400 | 100 |
South America [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 9,403 | 8,491 |
Operating Earnings, Excluding Indirect Operating Expenses | 635 | 797 |
South America [Member] | Intersegment Sales Elimination [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | $ 0 | $ 100 |
Restructuring Activities (Detai
Restructuring Activities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Restructuring Reserve [Roll Forward] | |
Accrued Restructuring, Beginning Balance | $ 670 |
Cash Payments | (148) |
Currency Translation Adjustments | 8 |
Accrued Restructuring, Ending Balance | 530 |
North America [Member] | |
Restructuring Reserve [Roll Forward] | |
Accrued Restructuring, Beginning Balance | 196 |
Cash Payments | (70) |
Currency Translation Adjustments | 0 |
Accrued Restructuring, Ending Balance | 126 |
EMEA [Member] | |
Restructuring Reserve [Roll Forward] | |
Accrued Restructuring, Beginning Balance | 474 |
Cash Payments | (78) |
Currency Translation Adjustments | 8 |
Accrued Restructuring, Ending Balance | $ 404 |
Share Based Compensation - Expe
Share Based Compensation - Expense Table (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated Share-based Compensation Expense | $ 1,083 | $ 1,153 |
Stock Options Compensation Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated Share-based Compensation Expense | 252 | 227 |
Nonvested Stock Awards and Restricted Stock Unit Compensation Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated Share-based Compensation Expense | 775 | 802 |
Employee Stock Purchase Plan Compensation Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated Share-based Compensation Expense | 22 | 23 |
401 (k) Matching Stock Contribution Plan Compensation Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated Share-based Compensation Expense | 0 | 64 |
Directors Stock Ownership Plan Compensation Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated Share-based Compensation Expense | $ 34 | $ 37 |
Share Based Compensation - Narr
Share Based Compensation - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($)shares | |
Share Based Compensation [Abstract] | |
Option Award Vesting Period | 3 years |
Employee Stock Option [Member] | |
Share Based Compensation [Line Items] | |
Unrecognized Share-Based Compensation Expense, Stock Option Awards | $ 2.1 |
Weighted Average Remaining Life, Nonvested Stock Awards | 2 years 3 months |
Restricted Stock [Member] | |
Share Based Compensation [Line Items] | |
Unrecognized Share-based Compensation Expense, Nonvested Stock Award | $ 3.2 |
Weighted Average Remaining Life, Nonvested Stock Awards | 2 years 2 months |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 12,807 |
Restricted Stock Units (RSUs) [Member] | |
Share Based Compensation [Line Items] | |
Unrecognized Share-based Compensation Expense, Nonvested Stock Award | $ 0.3 |
Weighted Average Remaining Life, Nonvested Stock Awards | 2 years 5 months |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 1,480 |
Share Based Compensation - Opti
Share Based Compensation - Options Grant (Details) | 3 Months Ended |
Mar. 31, 2018shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Granted | 35,842 |
Dividend Yield | 1.37% |
Expected Volatility | 24.73% |
Risk-free Interest Rate | 2.54% |
Expected Term (Years) | 4 years |
Pension and Postretirement Be48
Pension and Postretirement Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Pension Plans, Defined Benefit [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Service Cost | $ 988 | $ 918 |
Defined Benefit Plan, Interest Cost | 1,049 | 1,008 |
Defined Benefit Plan, Expected Return on Plan Assets | (1,290) | (1,326) |
Defined Benefit Plan, Amortization of Losses | 800 | 869 |
Defined Benefit Plan, Amortization of Prior Service Cost | (31) | (23) |
Defined Benefit Plan, Net Periodic Benefit Cost | 1,516 | 1,446 |
Defined Benefit Plan, Contributions by Employer | 3,900 | |
Pension Plans, Defined Benefit [Member] | 2018 Year [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Expected Contributions In Current Fiscal Year | 9,900 | |
Other Postretirement Benefit Plans, Defined Benefit [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Service Cost | 2 | 3 |
Defined Benefit Plan, Interest Cost | 33 | 33 |
Defined Benefit Plan, Expected Return on Plan Assets | 0 | 0 |
Defined Benefit Plan, Amortization of Losses | 15 | 5 |
Defined Benefit Plan, Amortization of Prior Service Cost | 0 | 0 |
Defined Benefit Plan, Net Periodic Benefit Cost | 50 | $ 41 |
Defined Benefit Plan, Contributions by Employer | 100 | |
Other Postretirement Benefit Plans, Defined Benefit [Member] | 2018 Year [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined Benefit Plan, Expected Contributions In Current Fiscal Year | $ 400 |
Other Income (Expense) - (Detai
Other Income (Expense) - (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Other Income And Expenses [Abstract] | ||
Income From Third Party License Fees | $ 250 | $ 269 |
Foreign Exchange (Losses) Gains, Net | (229) | (214) |
Gain (loss) on Fixed Asset Disposals, Net | 52 | 15 |
Non-Income Tax Refunds and Other Related Credits | 36 | 294 |
Pension and Post Retirement Benefit Costs Non-service Components | (576) | (566) |
Other Nonoperating Income | 157 | 131 |
Other Nonoperating Expense | (59) | (34) |
Other (Expense) Income, Net | $ (369) | $ (105) |
Income Taxes and Uncertain Ta50
Income Taxes and Uncertain Tax Positions (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Effective Income Tax Rate, Continuing Operations | 29.80% | 50.80% | |
Unrecognized Tax Benefits | $ 7.8 | $ 6.8 | |
Unrecognized Tax Benefits, Interest on Income Taxes Expense | 0.1 | ||
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | 0.7 | 0.6 | |
Unrecognized Tax Benefits, Income Tax Penalties Accrued | 1.2 | $ 1 | |
Unrecognized Tax Benefits, Income Tax Penalties Expense | 0.1 | $ 0.1 | |
Unrecognized Tax Benefits Interest Income On Income Taxes | 0.2 | ||
Significant Change In Unrecognized Tax Benefits Is Reasonably Possible [Line Items] | |||
Decrease In Unrecognized Tax Benefits Is Reasonably Possible | $ 0.1 | $ 0.4 | |
Income Tax Examination [Line Items] | |||
EffectiveIncomeTaxRateReconciliationChangeInEnactedTaxRate | 21.00% | ||
EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate | 35.00% | ||
US Tax Reform Act | As previously disclosed in its Annual Report filed on Form 10-K for the year ended December 31, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as U.S. Tax Reform on December 22, 2017. U.S. Tax Reform includes multiple changes to the U.S. tax code with varying effects on the Company’s results for the three months ended March 31, 2018. The SEC staff issued guidance on accounting for the tax effects of U.S. Tax Reform and provided a one-year measurement period for companies to complete the accounting. Companies are required to reflect the income tax effects of those aspects of U.S. Tax Reform for which the accounting is complete. To the extent that a company’s accounting for certain income tax effects of U.S. Tax Reform are incomplete but the company is able to determine a reasonable estimate, it must record a provisional estimate in its financial statements. The Company has made reasonable interpretations and assumptions with regard to various uncertainties and ambiguities in the application of certain provisions of U.S. Tax Reform. It is possible that the Internal Revenue Service (“IRS”) could issue subsequent guidance or take positions on audit that differ from the Company’s interpretations and assumptions. The Company currently believes subsequent guidance issued or interpretations made by the IRS will not be materially different from the Company’s application of the provisions of U.S. Tax Reform. The Company is continuing to evaluate all of the provisions of U.S. Tax Reform and expects to finalize its assessment during the one-year measurement period provided for by the SEC to complete the accounting for U.S. Tax Reform. During the three months ended March 31, 2018, the Company has not made any significant changes to its initial assessments made during the fourth quarter of 2017. | ||
The Netherlands [Member] | |||
Income Tax Examination [Line Items] | |||
Income Tax Examination Year Under Examination | 2,012 | ||
United Kingdom [Member] | |||
Income Tax Examination [Line Items] | |||
Income Tax Examination Year Under Examination | 2,012 | ||
Brazil [Member] | |||
Income Tax Examination [Line Items] | |||
Income Tax Examination Year Under Examination | 2,000 | ||
Spain [Member] | |||
Income Tax Examination [Line Items] | |||
Income Tax Examination Year Under Examination | 2,013 | ||
China [Member] | |||
Income Tax Examination [Line Items] | |||
Income Tax Examination Year Under Examination | 2,013 | ||
Italy [Member] | |||
Income Tax Examination [Line Items] | |||
Income Tax Examination Year Under Examination | 2,007 | ||
Income Tax Examination Description | As previously reported, the Italian tax authorities have assessed additional tax due from the Company’s subsidiary, Quaker Italia S.r.l., relating to the tax years 2007 through 2013. The Company has filed for competent authority relief from these assessments under the Mutual Agreement Procedures of the Organization for Economic Co-Operation and Development for all years except 2007. | ||
India [Member] | |||
Income Tax Examination [Line Items] | |||
Income Tax Examination Year Under Examination | 2,013 | ||
Mexico [Member] | |||
Income Tax Examination [Line Items] | |||
Income Tax Examination Year Under Examination | 2,013 | ||
Maximum [Member] | Year End December 31, 2018 [Member] | |||
Significant Change In Unrecognized Tax Benefits Is Reasonably Possible [Line Items] | |||
Decrease In Unrecognized Tax Benefits Is Reasonably Possible | $ 1.1 | ||
Minimum [Member] | Year End December 31, 2018 [Member] | |||
Significant Change In Unrecognized Tax Benefits Is Reasonably Possible [Line Items] | |||
Decrease In Unrecognized Tax Benefits Is Reasonably Possible | $ 1 | ||
Internal Revenue Service (IRS) [Member] | |||
Income Tax Examination [Line Items] | |||
Income Tax Examination Year Under Examination | 2,014 | ||
State and Local Jurisdiction [Member] | |||
Income Tax Examination [Line Items] | |||
Income Tax Examination Year Under Examination | 2,008 |
Earnings Per Share - Basic (Det
Earnings Per Share - Basic (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Net Income Attributable to Quaker Chemical Corporation | $ 12,732 | $ 6,992 |
Less: Income Allocated to Participating Securities | (62) | (55) |
Net Income Available to Common Shareholders | $ 12,670 | $ 6,937 |
Basic Weighted Average Common Shares Outstanding | 13,245,026 | 13,176,096 |
Basic Earnings Per Common Share | $ 0.96 | $ 0.53 |
Earnings Per Share - Diluted (D
Earnings Per Share - Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Net Income Attributable to Quaker Chemical Corporation | $ 12,732 | $ 6,992 |
Less: Income Allocated to Participating Securities | (62) | (54) |
Net Income Available to Common Shareholders | $ 12,670 | $ 6,938 |
Basic Weighted Average Common Shares Outstanding | 13,245,026 | 13,176,096 |
Effect of Dilutive Securities | 33,580 | 44,965 |
Diluted Weighted Average Common Shares Outstanding | 13,278,606 | 13,221,061 |
Diluted Earnings per Common Share | $ 0.95 | $ 0.52 |
Earnings Per Share - Antidiluti
Earnings Per Share - Antidilutive Shares (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,862 | 3,507 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 92,581 | $ 89,879 | $ 90,593 | $ 88,818 |
Restricted Cash Included in Other Assets | 21,105 | 21,171 | 21,652 | 21,883 |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents | $ 113,686 | $ 111,050 | $ 112,245 | $ 110,701 |
Loss Contingency, Settlement Agreement, Terms | The Company has restricted cash recorded in other assets related to proceeds from an inactive subsidiary of the Company which previously executed separate settlement and release agreements with two of its insurance carriers for $35.0 million. 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 |
Goodwill Assets (Details)
Goodwill Assets (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | $ 86,034 |
Goodwill, Translation Adjustments | 674 |
Goodwill, Ending Balance | 86,708 |
North America [Member] | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 47,571 |
Goodwill, Translation Adjustments | 16 |
Goodwill, Ending Balance | 47,587 |
EMEA [Member] | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 20,504 |
Goodwill, Translation Adjustments | 387 |
Goodwill, Ending Balance | 20,891 |
Asia Pacific [Member] | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 15,456 |
Goodwill, Translation Adjustments | 272 |
Goodwill, Ending Balance | 15,728 |
South America [Member] | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 2,503 |
Goodwill, Translation Adjustments | (1) |
Goodwill, Ending Balance | $ 2,502 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets, Gross [Abstract] | ||
Finite-Lived Customer Lists, Gross | $ 76,663 | $ 76,581 |
Trademarks, Formulations And Product Technology, Gross | 34,221 | 33,025 |
Other Finite-Lived Intangible Assets, Gross | 6,123 | 6,114 |
Total | 117,007 | 115,720 |
Finite Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 47,235 | 45,217 |
Customer Lists [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 26,626 | 25,394 |
Trademarks, Formulations And Product Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 15,007 | 14,309 |
Other Intangible Assets [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 5,602 | $ 5,514 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization | $ 1,853 | $ 1,773 |
Intangible Assets - Future Amor
Intangible Assets - Future Amortization (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | |
For the year ended December 31, 2018 | $ 7,473 |
For the year ended December 31, 2019 | 7,357 |
For the year ended December 31, 2020 | 7,065 |
For the year ended December 31, 2021 | 6,687 |
For the year ended December 31, 2022 | 6,525 |
For the year ended December 31, 2023 | $ 6,295 |
Intangible Assets - Finite Live
Intangible Assets - Finite Lived (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Indefinite-Lived Trademarks | $ 1.1 | $ 1.1 |
Debt - Narrative (Details)
Debt - Narrative (Details) - Line of Credit [Member] - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Line of Credit Facility Current Borrowing Capacity | $ 300 | |
Line of Credit Facility Maximum Borrowing Capacity | $ 400 | |
Line Of Credit Maturity Date | Jun. 14, 2019 | |
Line of Credit Facility, Covenant Terms | The Credit Facility has certain financial and other covenants, with the key financial covenant requiring that the Company’s consolidated net debt to adjusted EBITDA ratio cannot exceed 3.50 to 1. | |
Line of Credit Facility, Covenant Compliance | As of March 31, 2018, and December 31, 2017, the Company’s net debt to adjusted EBITDA ratio was below 1.0 to 1, and the Company was also in compliance with all of its other covenants. | |
Line of Credit Facility, Amount Outstanding | $ 57.2 | $ 48.5 |
Equity and Noncontrolling Int61
Equity and Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Beginning Balance | $ 408,864 | $ 412,606 |
Net Income | 12,787 | 7,614 |
Amounts reported in other comprehensive income (loss) | 6,457 | 5,966 |
Dividends, Common Stock | (4,729) | (4,587) |
Distributions to Noncontrolling Affiliate Shareholders | (834) | 0 |
Share Issuance and Equity-Based Compensation Plans | 218 | 376 |
Ending Balance | 422,763 | 421,975 |
Common Stock [Member] | ||
Beginning Balance | 13,308 | 13,278 |
Net Income | 0 | 0 |
Amounts reported in other comprehensive income (loss) | 0 | 0 |
Dividends, Common Stock | 0 | 0 |
Distributions to Noncontrolling Affiliate Shareholders | 0 | 0 |
Share Issuance and Equity-Based Compensation Plans | 15 | 13 |
Ending Balance | 13,323 | 13,291 |
Additional Paid-in Capital [Member] | ||
Beginning Balance | 93,528 | 112,475 |
Net Income | 0 | 0 |
Amounts reported in other comprehensive income (loss) | 0 | 0 |
Dividends, Common Stock | 0 | 0 |
Distributions to Noncontrolling Affiliate Shareholders | 0 | 0 |
Share Issuance and Equity-Based Compensation Plans | 203 | 363 |
Ending Balance | 93,731 | 112,838 |
Retained Earnings [Member] | ||
Beginning Balance | 365,182 | 364,414 |
Net Income | 12,732 | 6,992 |
Amounts reported in other comprehensive income (loss) | 0 | 0 |
Dividends, Common Stock | (4,729) | (4,587) |
Distributions to Noncontrolling Affiliate Shareholders | 0 | 0 |
Share Issuance and Equity-Based Compensation Plans | 0 | 0 |
Ending Balance | 373,185 | 366,819 |
Accumulated Other Comprehensive Income (Loss) [Member] | ||
Beginning Balance | (65,100) | (87,407) |
Net Income | 0 | 0 |
Amounts reported in other comprehensive income (loss) | 6,362 | 5,446 |
Dividends, Common Stock | 0 | 0 |
Distributions to Noncontrolling Affiliate Shareholders | 0 | 0 |
Share Issuance and Equity-Based Compensation Plans | 0 | 0 |
Ending Balance | (58,738) | (81,961) |
Noncontrolling Interest [Member] | ||
Beginning Balance | 1,946 | 9,846 |
Net Income | 55 | 622 |
Amounts reported in other comprehensive income (loss) | 95 | 520 |
Dividends, Common Stock | 0 | 0 |
Distributions to Noncontrolling Affiliate Shareholders | (834) | 0 |
Share Issuance and Equity-Based Compensation Plans | 0 | 0 |
Ending Balance | $ 1,262 | $ 10,988 |
Equity and Noncontrolling Int62
Equity and Noncontrolling Interest - Parentheticals (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Stockholders Equity [Abstract] | ||
Dividends Declared | $ 0.355 | $ 0.345 |
Equity and Noncontrolling Int63
Equity and Noncontrolling Interest - Reclassifications (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Accumulated Other Comprehensive Loss, Balance at Beginning of Period | $ (65,100) | $ (87,407) |
Other Comprehensive Income (Loss) Before Reclassifications | 5,624 | 5,252 |
Amounts Reclassified from AOCI | 611 | 490 |
Other Comprehensive Income (Loss), before Tax, Portion Attributable to Parent | 6,235 | 5,742 |
Related Tax Amounts | 127 | (296) |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 6,362 | 5,446 |
Accumulated Other Comprehensive Loss, Balance at End of Period | (58,738) | (81,961) |
Accumulated Translation Adjustment [Member] | ||
Accumulated Other Comprehensive Loss, Balance at Beginning of Period | (31,893) | (52,255) |
Other Comprehensive Income (Loss) Before Reclassifications | 6,764 | 4,928 |
Amounts Reclassified from AOCI | 0 | 0 |
Other Comprehensive Income (Loss), before Tax, Portion Attributable to Parent | 6,764 | 4,928 |
Related Tax Amounts | 0 | 0 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 6,764 | 4,928 |
Accumulated Other Comprehensive Loss, Balance at End of Period | (25,129) | (47,327) |
Accumulated Defined Benefit Plans Adjustment [Member] | ||
Accumulated Other Comprehensive Loss, Balance at Beginning of Period | (34,093) | (36,168) |
Other Comprehensive Income (Loss) Before Reclassifications | (697) | (341) |
Amounts Reclassified from AOCI | 783 | 850 |
Other Comprehensive Income (Loss), before Tax, Portion Attributable to Parent | 86 | 509 |
Related Tax Amounts | (2) | (191) |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 84 | 318 |
Accumulated Other Comprehensive Loss, Balance at End of Period | (34,009) | (35,850) |
Accumulated Net Unrealized Investment Gain (Loss) [Member] | ||
Accumulated Other Comprehensive Loss, Balance at Beginning of Period | 886 | 1,016 |
Other Comprehensive Income (Loss) Before Reclassifications | (443) | 665 |
Amounts Reclassified from AOCI | (172) | (360) |
Other Comprehensive Income (Loss), before Tax, Portion Attributable to Parent | (615) | 305 |
Related Tax Amounts | 129 | (105) |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (486) | 200 |
Accumulated Other Comprehensive Loss, Balance at End of Period | $ 400 | $ 1,216 |
Equity and Noncontrolling Int64
Equity and Noncontrolling Interest - Narrative (Details) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cost of Goods Sold [Member] | ||
Concentration Risk [Line Items] | ||
Reclassification Percentage | 25.00% | 25.00% |
Operating Expenses [Member] | ||
Concentration Risk [Line Items] | ||
Reclassification Percentage | 75.00% | 75.00% |
Business Acquisitions - Table (
Business Acquisitions - Table (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||
Finite-Lived Customer Lists, Gross | $ 76,663 | $ 76,581 |
Trademarks, Formulations And Product Technology | 33,025 | |
Other Finite-Lived Intangible Assets, Gross | 6,123 | 6,114 |
Goodwill | $ 86,708 | $ 86,034 |
Business Acquisitions - Narrati
Business Acquisitions - Narrative (Details) $ in Thousands, ₨ in Millions, $ in Millions | 3 Months Ended | |||||||
Mar. 31, 2018USD ($) | Dec. 31, 2017INR (₨) | Dec. 31, 2017USD ($) | Jun. 30, 2017CAD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016CAD ($) | Dec. 31, 2016USD ($) | |
Business Acquisition [Line Items] | ||||||||
Cash Paid for Acquisitions | $ 500 | $ 0 | ||||||
Goodwill | 86,708 | $ 86,034 | ||||||
Business Combination Transaction-Related Expenses | 6,100 | $ 9,100 | ||||||
Other current liabilities | 33,350 | 29,384 | ||||||
Mining North America [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash Paid for Acquisitions | 500 | |||||||
Other current liabilities | 500 | |||||||
Mining North America [Member] | Trademarks, Formulations and Product Technology [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangibles | $ 1,000 | |||||||
Intangible Assets, Amortizable Life | 10 years | |||||||
Lubricor [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash Paid for Acquisitions | $ 16 | $ 12,000 | ||||||
India [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash Paid for Acquisitions | ₨ 2,025 | $ 31,800 | ||||||
Minority Interest Ownership Percentage | 45.00% | |||||||
Metal Working North America [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash Paid for Acquisitions | $ 7.3 | $ 5,400 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Company Owned Life Insurance | $ 1,544 | $ 1,594 |
Assets, Fair Value Disclosure | 1,544 | 1,594 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Company Owned Life Insurance | 0 | 0 |
Assets, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Company Owned Life Insurance | 1,544 | 1,594 |
Assets, Fair Value Disclosure | 1,544 | 1,594 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Company Owned Life Insurance | 0 | 0 |
Assets, Fair Value Disclosure | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Loss Contingencies [Line Items] | ||
Loss Contingency Accrual At Carrying Value | $ 0.2 | $ 0.2 |
ACP [Member] | Maximum [Member] | ||
Loss Contingencies [Line Items] | ||
Loss Contingency, Estimate of Possible Loss | 1 | |
ACP [Member] | Minimum [Member] | ||
Loss Contingencies [Line Items] | ||
Loss Contingency, Estimate of Possible Loss | 0.1 | |
SB Decking [Member] | ||
Loss Contingencies [Line Items] | ||
Loss Contingency, Estimate of Possible Loss | $ 1.9 |