QUAKER CHEMICAL CORPORATION
financial review
1995 Annual Report
Management's Discussion and Analysis of
Financial Condition and Results of Operations...................... 14
Consolidated Statement of Operations............................... 16
Consolidated Balance Sheet......................................... 17
Consolidated Statement of Cash Flows............................... 18
Consolidated Statement of Shareholders' Equity..................... 19
Notes to Consolidated Financial Statements......................... 20
Report of Independent Accountants.................................. 29
Eleven-Year Financial Summary...................................... 30
Supplemental Financial Information................................. 32
Quaker Chemical Corporation
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
Notwithstanding the impact of lower operating results experienced in 1995,
management continues to believe that the Company is in sound financial condition
and is capable of generating adequate cash to meet the needs of current
operations and to fund strategic initiatives.
Net cash flow provided by operating activities amounted to $7.3 million in
1995 compared to $4.4 million in 1994. The increase principally resulted from
the receipt by a non-operating subsidiary of $2.5 million from an insurance
carrier and a decrease in the amount of cash outlays associated with the 1993
repositioning program of approximately $1.8 million.
Other major sources and uses of cash during 1995 included: a cash receipt
of $2.0 million related to the 1993 sale of certain of the Company's petroleum
production chemical operations assets, the principal component of which was the
SULFA-SCRUB(R) patents and technology; the purchase of a 90% interest in Celumi
Ltda., a Brazilian metalworking business, for approximately $7.7 million; $9.8
million in expenditures for additions to property, plant, equipment and other
assets; payments of $3.6 million for 250,000 outstanding shares of the Company's
common stock as part of a share repurchase program; and investments and advances
of approximately $2.0 million in the Company's Fluid Recycling Services Company
("FRS") joint venture. These items, along with increases in operating working
capital, were the principal reasons for a decrease of $21.6 million in the
Company's net cash position (cash and cash equivalents less short-term
borrowings and current portion of long-term debt, notes payable and capital
leases). The current ratio was 1.4 to 1 in 1995 as compared to 2.0 to 1 in 1994
reflecting the impact of the aforementioned changes in net cash and operating
working capital.
Expenditures for property, plant and equipment in 1995 included upgrades of
manufacturing capabilities at various locations and compliance programs relating
to environmental and regulatory matters in the amount of $1.8 million. Capital
expenditures for 1996 are expected to be in the range of $7-9 million and
include various upgrades of manufacturing capabilities in the U.S. and Europe,
and an estimated $1.6 million for environmental and regulatory compliance. The
Company believes that funds generated internally should be sufficient to finance
payments for capital expenditures.
The Company has $10 million in a line of credit and believes that
additional bank borrowings could be negotiated at competitive rates, based on
its debt-equity ratio and current levels of operating performance. The Company
is capable of supporting its operating requirements during 1996, payment of
dividends to shareholders, stock repurchases and possible acquisition
opportunities through internally generated funds supplemented with debt as
needed.
Operations
Comparison of 1995 with 1994
Consolidated net sales for 1995 increased $32.4 million (17%) over 1994. The
sales growth was a result of (i) a 5% increase in volume, (ii) a 4% improvement
in price/mix primarily resulting from a series of price increases, (iii) a 5%
positive impact from currency translation (fluctuations in foreign currency
exchange rates used to translate local currency statements to U.S. dollars), and
(iv) a 3% increase associated with acquisitions in Europe and Brazil. The volume
improvement for the year was attributable primarily to increased core market
sales in Europe and continued sales growth in the Asia/Pacific steel and can
markets. Sales in the major U.S. markets were strong in the first half of 1995,
but slowed somewhat in the second half as customer production levels declined in
order to work down earlier buildups of inventories. In Europe, sales were strong
throughout most of the year (despite a strike in France in the latter part of
the fourth quarter) due to the strength of the economies in that region.
Income from operations decreased from $15.2 million (after a $.5 million
repositioning credit recorded in 1994) to $13.5 million in 1995. The decrease
was due to a range of factors, the most significant of which were reduced
margins associated with raw material cost inflation not covered by selling price
increases, a less favorable sales mix, and increased expenses, particularly in
the fourth quarter, related to staff reductions in some areas and regional
growth initiatives in others. The Company's gross profit margin as a percentage
of sales decreased 2.8% when compared to 1994 mainly as a result of the
aforementioned raw material cost inflation, which did not show any abatement
until well into the second half of 1995. Selling, administrative and general
expenses as a percent of sales decreased 1.1% as the positive leverage effect of
higher sales offset the above-noted increases in expenses.
Net interest costs rose due to increased financing costs associated with
the decline in the Company's net cash position. The decrease in equity in net
income from associated companies for both the fourth quarter and full year was
due primarily to business development investments in the Company's relatively
new FRS joint venture. The positive influence of currency translation on net
income was approximately $.07 per share and $.01 per share in 1995 and 1994,
respectively.
14
The Company is cautiously optimistic about customer production levels and
anticipates that raw material inflation will be modest in 1996. However, the
principal challenges still facing the Company are the highly competitive nature
of the pricing environment in the Company's major markets and the effective
management of the Company's FRS joint venture. Given these factors, the Company
is in the process of evaluating alternatives to improve margins and the
utilization of assets.
Comparison of 1994 with 1993
Consolidated net sales for 1994 were about even with 1993 as improved volume in
core markets and an increase from 1993 acquisitions in France and Argentina
fully offset the decrease in sales resulting from the divestiture of the
Company's wholly-owned subsidiary, Quaker Construction Products, Inc. ("QCP").
The influence on net sales in 1994 of changes in price/mix and currency
translation were negligible as a 1% reduction from price/mix was offset by a 1%
increase from currency translation (fluctuations in foreign currency exchange
rates used to translate local currency statements to U.S. dollars). The core
market volume improvement was attributable primarily to increased customer
production levels in the U.S. and Europe; synergistic benefits from a 1993
French metalworking company acquisition; increased revenue in the U.S. from
total fluid and chemical management service contracts; and increased sales to
the steel and can markets in the Asia/Pacific region. Sales to the major U.S.
markets were steady throughout 1994. After a slow start, sales in Europe
increased in the second half of the year, due in large part to the positive
impact of the European economic recovery on steel and automotive production
levels. Sales to the aircraft and aerospace industries were below 1993 due to
continued low production levels.
Income from operations before repositioning (credits) charges improved $5.4
million (55%) over 1993. The improvement over 1993 reflects the positive impact
of increased volume in core markets and benefits associated with the 1993
repositioning program. These positive impacts were tempered somewhat by
investment costs related to the enhancement of marketing capabilities and
infrastructure in the Asia/Pacific and South America regions, as well as raw
material cost inflation, particularly in Europe, which became evident late in
the year.
Pursuant to the plans identified in the Company's 1993 repositioning
program, during 1994, the Company: substantially completed the consolidation of
certain facilities in the United States and Europe; sold its manufacturing
facilities in Pomona, California and Verona, Italy; divested the businesses of
QCP; and achieved a majority of the workforce reductions outlined in the
program. As of December 31, 1994, it was determined that the repositioning
activities would be accomplished for less than originally anticipated and
accordingly, the Company reduced operating expenses by $.5 million ($.3 million
after tax or $.04 per share).
Operating margins, before repositioning (credits) charges, improved in
1994, when compared to 1993 as a result of the aforementioned increased volume
in core markets and cost savings associated with the repositioning program. The
estimated after-tax financial savings generated in 1994 due to the repositioning
program was approximately $.20 per share. Other income rose primarily as a
result of increased royalty income. Interest expense declined slightly due to
reduced overall borrowings in 1994 while interest income declined due to lower
cash holdings by the Company. The decrease in equity in net income from
associated companies was due primarily to business development investments in
the Company's FRS joint venture. The positive influence of currency translation
on net income in 1994 was approximately $.01 per share as compared to a negative
currency translation influence of $.09 per share in 1993.
General
The Company is involved in environmental clean-up activities or litigation in
connection with existing plant locations and former waste disposal sites (see
Note 11). This involvement has not historically had, nor is it expected to have,
a material effect on the Company's results of operations or financial condition.
The Company does not use financial instruments which expose it to
significant risk involving foreign currency transactions; however, the size of
non-U.S. activities has a significant impact on reported operating results and
the attendant net assets. During the past three years, sales by non-U.S.
subsidiaries accounted for approximately 44-55% of the dollar amount of
consolidated sales. In the same period, these subsidiaries accounted for
approximately 59-81% of consolidated operating profit (see Note 9). The greater
profitability of non-U.S. sales during this period is attributable to higher
unit selling prices and lower fixed overhead and selling costs.
15
Quaker Chemical Corporation
CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31,
- --------------------------------------------------------------------------------------------------------------------------------
1995 1994 *1993
- --------------------------------------------------------------------------------------------------------------------------------
(Dollars in thousands except per share amounts)
Net sales ........................................................... $ 227,038 $ 194,676 $ 195,004
Other income, net (Note 1) .......................................... 2,090 2,253 1,421
-----------------------------------------------
229,128 196,929 196,425
-----------------------------------------------
Costs and expenses (Notes 1, 4 and 6):
Cost of goods sold ................................................ 135,490 110,732 112,369
Selling, administrative and general expenses ...................... 80,115 70,955 74,242
Repositioning (credits) charges (Note 2) .......................... (525) 11,900
-----------------------------------------------
215,605 181,162 198,511
-----------------------------------------------
Income (loss) from operations ....................................... 13,523 15,767 (2,086)
Interest expense .................................................... (1,712) (1,303) (1,467)
Interest income ..................................................... 286 457 1,376
-----------------------------------------------
Income (loss) before taxes .......................................... 12,097 14,921 (2,177)
Taxes on income (Note 5) ............................................ 4,887 5,916 234
-----------------------------------------------
7,210 9,005 (2,411)
Equity in net (loss) income of associated
companies (Note 1) ................................................ (78) 779 1,001
Minority interest in net income of subsidiaries ..................... (444) (382) (348)
------------------------------------------------
Net income (loss) ................................................... $ 6,688 $ 9,402 $ (1,758)
===============================================
Per share data (Note 1):
Net income (loss) ................................................. $ .76 $ 1.03 $ (.19)
Dividends ......................................................... .68 .63 1/2 .60 1/2
The accompanying notes are an integral part of these financial statements.
16
Quaker Chemical Corporation
CONSOLIDATED BALANCE SHEET
December 31,
- -----------------------------------------------------------------------------------------------
1995 1994
- -----------------------------------------------------------------------------------------------
(Dollars in thousands
except per share amounts)
Assets
Current assets
Cash and cash equivalents (Note 1) ............................... $ 7,230 $ 11,345
Accounts receivable, less allowance for doubtful accounts of $939
in 1995 and $547 in 1994 ....................................... 46,965 43,841
Inventories (Notes 1 and 4)
Raw materials and supplies ..................................... 10,964 8,795
Work in process and finished goods ............................. 10,669 9,042
Deferred income taxes (Note 5) ................................... 1,415 1,576
Prepaid expenses and other current assets ........................ 9,475 8,801
----------------------
Total current assets ........................................... 86,718 83,400
Investments in and advances to associated companies (Notes 1 and 3) 10,715 9,885
Property, plant and equipment, at cost (Note 1)
Land ............................................................. 7,279 6,702
Buildings and improvements ....................................... 40,232 34,529
Machinery and equipment .......................................... 70,010 63,403
Construction in progress ......................................... 1,068 1,015
----------------------
118,589 105,649
Less accumulated depreciation .................................... 62,280 53,955
----------------------
56,309 51,694
----------------------
Excess of cost over net assets of acquired companies (Note 1) ...... 18,973 12,262
Deferred income taxes (Note 5) ..................................... 5,349 4,971
Other noncurrent assets (Note 1) ................................... 7,344 7,960
----------------------
31,666 25,193
----------------------
$ 185,408 $ 170,172
======================
Liabilities and Shareholders' Equity
Current liabilities
Short-term borrowings and current portion of long-term debt, notes
payable and capital leases (Note 7) ............................. $ 25,548 $ 8,062
Accounts payable ................................................. 20,969 20,575
Dividends payable ................................................ 1,473 1,500
Accrued liabilities
Compensation ................................................... 5,671 5,174
Other (Note 2) ................................................. 6,721 7,003
Accrued taxes on income (Note 5) ................................. 486 440
----------------------
Total current liabilities ...................................... 60,868 42,754
Long-term debt, notes payable and capital leases (Note 7) .......... 9,300 12,207
Deferred income taxes (Note 5) ..................................... 2,977 3,081
Accrued postretirement benefits (Note 6) ........................... 8,809 8,767
Other noncurrent liabilities (Note 2) .............................. 6,432 7,083
----------------------
Total noncurrent liabilities ................................... 27,518 31,138
88,386 73,892
----------------------
Minority interest in equity of subsidiaries (Note 1) ............... 3,030 2,603
----------------------
Commitments and contingencies (Notes 1 and 11)
Shareholders' equity (Note 8)
Common stock, $1 par value; authorized 30,000,000 shares; issued
(including treasury shares) 9,664,009 shares ..................... 9,664 9,664
Capital in excess of par value ................................... 780 649
Retained earnings ................................................ 87,852 87,137
Unearned compensation ............................................ (722)
Foreign currency translation adjustments ......................... 12,333 9,856
----------------------
109,907 107,306
Treasury stock, shares held at cost; 1995-999,924, 1994-844,691 .. 15,915 13,629
----------------------
93,992 93,677
----------------------
$ 185,408 $ 170,172
======================
The accompanying notes are an integral part of these financial statements.
17
Quaker Chemical Corporation
CONSOLIDATED STATEMENT OF CASH FLOWS
Year Ended December 31,
- ---------------------------------------------------------------------------------------------------------
1995 1994 1993
- ---------------------------------------------------------------------------------------------------------
(Dollars in thousands)
Cash flows from operating activities
Net income (loss) ................................................. $ 6,688 $ 9,402 $ (1,758)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation .................................................. 6,764 6,524 6,545
Amortization .................................................. 1,883 726 1,021
Equity in net loss (income) of associated companies ........... 78 (779) (1,001)
Minority interest in earnings of subsidiaries ................. 444 382 348
Proceeds from insurance settlement ............................ 2,500
Deferred income taxes ......................................... (499) (159) (491)
Deferred compensation and other postretirement benefits ....... (585) (421) 254
Change in repositioning liability, net ........................ (1,546) (3,643) 9,700
Other, net .................................................... (464) (485) (181)
Increase (decrease) in cash from changes in current assets
and current liabilities, net of acquisitions and divestitures:
Accounts receivable ........................................... (1,513) (7,341) 1,490
Inventories ................................................... (2,771) (2,126) 444
Prepaid expenses and other current assets ..................... (2,389) (1,837) (3,331)
Accounts payable and accrued liabilities ...................... (1,357) 4,211 4,018
Estimated taxes on income ..................................... 58 (25) (261)
--------------------------------
Net cash provided by operating activities ................... 7,291 4,429 16,797
--------------------------------
Cash flows from investing activities
Short-term investments ............................................ 1,000 (854)
Dividends from associated companies ............................... 565 1,022 785
Investments in property, plant, equipment and other assets ........ (9,833) (9,255) (8,960)
Companies/businesses acquired excluding cash ...................... (7,728) (1,800) (11,271)
Investments in and advances to associated companies ............... (1,970) (4,482)
Purchase of patent, production technology and other related assets (854)
Proceeds from sale of patent, production technology
and other assets ................................................ 2,000 2,591 7,246
Proceeds from sale of subsidiary .................................. 10,864
Other, net ........................................................ (576) 463 (332)
--------------------------------
Net cash (used in) provided by investing activities ......... (17,542) 403 (14,240)
--------------------------------
Cash flows from financing activities
Net increase in short-term borrowings ............................. 15,923 2,999 306
Notes payable and capital leases incurred ......................... 2,155 1,102
Repayment of long-term debt and capital leases .................... (3,857) (3,904) (2,997)
Dividends paid .................................................... (5,973) (5,695) (5,525)
Treasury stock issued ............................................. 1,439 617 971
Treasury stock acquired ........................................... (3,594) (8,241)
Other ............................................................. (17)
--------------------------------
Net cash provided by (used in) financing activities ......... 6,093 (14,224) (6,160)
--------------------------------
Effect of exchange rate changes on cash ............................. 43 1,444 (1,477)
--------------------------------
Net decrease in cash and cash equivalents ......................... (4,115) (7,948) (5,080)
Cash and cash equivalents at beginning of year .................... 11,345 19,293 24,373
--------------------------------
Cash and cash equivalents at end of year .......................... $ 7,230 $ 11,345 $ 19,293
================================
Supplemental cash flow information
Cash paid during the year for:
Income taxes ...................................................... $ 5,048 $ 5,685 $ 5,535
Interest .......................................................... 1,776 1,419 1,448
The accompanying notes are an integral part of these financial statements.
18
Quaker Chemical Corporation
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Foreign
Capital in currency
Common excess of Retained Unearned translation Treasury
stock par value earnings compensation adjustments stock Total
- ------------------------------------------------------------------------------------------------------------------------------------
(Dollars in thousands except per share amounts)
Balance at December 31, 1992...... $ 9,664 $ 301 $ 90,834 $ 7,471 $ (6,628) $101,642
Net loss ....................... (1,758) (1,758)
Dividends ($0.601/2 per share).. (5,578) (5,578)
Shares issued upon exercise
of options.................... (27) 109 82
Shares issued for employee
stock purchase plan........... 196 528 724
Translation adjustment.......... (3,894) (3,894)
Other........................... 59 106 165
-----------------------------------------------------------------------------------------
Balance at December 31, 1993...... 9,664 529 83,498 3,577 (5,885) 91,383
Net income...................... 9,402 9,402
Dividends ($0.631/2 per share).. (5,763) (5,763)
Shares acquired under
repurchase program............ (8,241) (8,241)
Shares issued for employee
stock purchase plan........... 106 409 515
Translation adjustment.......... 6,279 6,279
Other........................... 14 88 102
-----------------------------------------------------------------------------------------
Balance at December 31, 1994...... 9,664 649 87,137 9,856 (13,629) 93,677
Net income...................... 6,688 6,688
Dividends ($0.68 per share)..... (5,973) (5,973)
Shares acquired under
repurchase program............ (3,594) (3,594)
Shares issued upon exercise
of options.................... (141) 141
Shares issued for employee
stock purchase plan........... 68 370 438
Restricted stock bonus.......... 175 $ (722) 700 153
Translation adjustment.......... 2,477 2,477
Other........................... 29 97 126
-----------------------------------------------------------------------------------------
Balance at December 31, 1995 .......... $ 9,664 $ 780 $ 87,852 $ (722) $ 12,333 $(15,915) $ 93,992
=========================================================================================
The accompanying notes are an integral part of these financial statements.
19
Quaker Chemical Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except share and per share data)
- --------------------------------------------------------------------------------
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation
All majority-owned subsidiaries are included in Quaker Chemical Corporation's
(the "Company's") consolidated financial statements, with appropriate
elimination of intercompany balances and transactions. The consolidated balance
sheet includes total assets of $103,307 and $86,723 and total liabilities of
$27,995 and $21,705 in 1995 and 1994, respectively, of non-U.S. subsidiaries.
The consolidated statement of operations includes net income of non-U.S.
subsidiaries of $7,290, $4,372, and $3,729 in 1995, 1994, and 1993,
respectively. Investments in associated (less than majority owned) companies are
stated at the Company's equity in their underlying net assets.
Translation of foreign currency
Assets and liabilities of non-U.S. subsidiaries and associated companies are
translated into U.S. dollars at the respective rates of exchange prevailing at
the end of the year. Income and expense accounts are translated at average
exchange rates prevailing during the year. Translation adjustments resulting
from this process are recorded directly in shareholders' equity and will be
included in income only upon sale or liquidation of the underlying investment.
Cash and cash equivalents
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
Inventories
Inventories of the parent company are valued at the lower of cost or market
value, with cost determined using the last-in, first-out (LIFO) method.
Inventories of subsidiaries are valued primarily at first-in, first-out cost,
but not in excess of market value.
Property, plant and equipment
Property, plant and equipment are recorded at cost, and capital leases are
recorded at the present value of future minimum lease payments. Depreciation is
computed using the straight-line method on an individual asset basis over the
following estimated useful lives: buildings and improvements, 10 to 45 years;
machinery and equipment, 3 to 15 years; and capital leases are depreciated over
the remaining life of the lease. At December 31, 1995 and 1994, $1,214 of leased
equipment and accumulated depreciation thereon in the amount $1,006 and $848 in
1995 and 1994, respectively, are included in property, plant and equipment.
Expenditures for renewals and betterments which increase the estimated
useful life or capacity of the assets are capitalized; expenditures for repairs
and maintenance are charged to income.
Excess of cost over net assets of acquired companies and other noncurrent assets
Excess of cost over net assets of acquired companies and other noncurrent assets
consist primarily of intangible assets arising from acquisitions, which are
being amortized on a straight-line basis over periods of 5 to 40 years (5 to 20
years on acquisitions subsequent to 1991). At December 31, 1995 and 1994,
accumulated amortization of the excess of cost over net assets of acquired
companies amounted to $2,476 and $1,754, respectively.
Capitalization of software
The Company capitalizes certain computer software costs which are amortized
utilizing the straight-line method over their estimated economic lives, not to
exceed three years. At December 31, 1995 and 1994, the amount capitalized was
$3,369 and $2,495 and accumulated amortization amounted to $788 and $0,
respectively.
Pension and postretirement benefit plans
The Company's policy is to fund pension costs allowable for income tax purposes.
See Note 6 for the accounting policies for pension and other postretirement
benefits.
Revenue recognition
Sales are recorded primarily when products are shipped to customers. Other
income, principally license fees and royalties offset by miscellaneous expenses,
is recorded when earned. License fees from nonconsolidated non-U.S. associates
and royalties from third parties amounted to $2,293, $2,364, and $1,706 in 1995,
1994 and 1993, respectively.
Research and development costs
Research and development costs are expensed as incurred. Company-sponsored
research and development expenses during 1995, 1994 and 1993 were $11,307,
$9,919, and $11,037, respectively.
20
Earnings per share
Earnings per share calculations are based on the weighted average number of
shares outstanding during the year.
Concentration of credit risk
Financial instruments, which potentially subject the Company to a concentration
of credit risk, principally consist of cash equivalents, short-term investments,
and trade receivables. The Company invests temporary and excess cash in money
market securities and financial instruments having maturities typically within
90 days. The Company has not experienced losses from the aforementioned
investments. The Company sells its principal products to the major steel,
automotive and related companies around the world. The Company maintains
allowances for potential credit losses. Historically, the Company has
experienced some losses related to bankruptcy proceedings of major steel
companies in the U.S.; however, such losses have not been material.
Environmental liabilities and expenditures
Accruals for environmental matters are recorded when it is probable that a
liability has been incurred and the amount of the liability can be reasonably
estimated. Accrued liabilities are exclusive of claims against third parties and
are not discounted. Environmental costs and remediation costs are capitalized if
the costs increase the value of the property from the date acquired or
constructed and/or mitigate or prevent contamination in the future.
Reclassifications
Certain reclassifications of prior years' data have been made to improve
comparability.
Accounting estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities and disclosure of
contingencies at the date of the financial statements and the reported amounts
of net sales and expenses during the reporting period. Differences from those
estimates are recorded in the period they become known.
Income taxes
Income taxes are provided in accordance with Statement of Financial Accounting
Standards ("SFAS") 109, "Accounting for Income Taxes."
Accounting standards change
In March 1995, the Financial Accounting Standards Board issued SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of." This standard specifies when assets should be reviewed for
impairment, how to determine if an asset is impaired, how to measure an
impairment loss, and what disclosures are necessary in the financial statements.
The Company expects to adopt SFAS 121, effective January 1, 1996, and has no
current plans which would cause it to have a material impact on the Company's
results of operations or financial condition.
The Company expects to adopt SFAS 123, "Accounting for Stock-Based
Compensation" effective January 1, 1996, and to continue to measure compensation
cost for stock options and awards based on intrinsic value under Accounting
Principles Board Opinion 25, "Accounting for Stock Issued to Employees."
Accordingly, the adoption of SFAS 123 will have no impact on the Company's
results of operations or financial condition.
- --------------------------------------------------------------------------------
NOTE 2--REPOSITIONING OF OPERATIONS
In 1993, in response to changing economic and competitive market dynamics, the
Company implemented a broad scope program of changes designed to improve
operating efficiency. The repositioning program included activities associated
with the consolidation of certain of the Company's facilities; closure and sale
of the Company's manufacturing facilities in Pomona, California and Verona,
Italy; the divestiture of nonstrategic business operations; and workforce
reductions. The consolidated statement of operations for 1993 included charges
before income taxes of $11,900 ($7,854 after tax, or $.85 per share) related to
this program. Of the total 1993 charges, $5,200 related to the workforce
reductions, while the remaining $6,700 provided for the other aspects of the
program. The cash outlays in 1993 associated with the program were approximately
$2,200. As of December 31, 1993, approximately $7,600 and $2,100 remained in
accrued liabilities and other noncurrent liabilities, respectively.
During 1994, the Company substantially completed the consolidation of
certain facilities in the United States and Europe; sold its manufacturing
facilities in Pomona, California and Verona, Italy; divested the businesses of
QCP; and achieved a majority of the workforce reductions outlined in the 1993
program. As of December 31, 1994, it was determined that the repositioning
activities would be accomplished for less than originally anticipated and
accordingly, the Company reduced operating expenses by $525 ($347 after tax, or
$.04 per share). The cash outlays in 1994 associated with the program were
approximately $3,300. As of December 31, 1994, approximately $1,800 and $2,000
remained in accrued liabilities and other noncurrent liabilities, respectively.
These future cash outlays primarily represented termination benefits related to
the workforce reductions.
21
The Company's cash outlays associated with the program in 1995 were
approximately $1,500. As of December 31, 1995, future cash outlays of
approximately $600 and $1,700 remained in accrued liabilities and other
noncurrent liabilities, respectively, and principally consist of payments for
termination benefits related to the workforce reductions.
- --------------------------------------------------------------------------------
NOTE 3--ASSOCIATED COMPANIES
Summarized financial information of the associated companies (less than majority
owned), in the aggregate, for 1995, 1994 and 1993 is as follows:
---------------------------------------
1995 1994 1993
---------------------------------------
Current assets..................................... $22,319 $25,377 $22,515
Noncurrent assets.................................. 8,273 8,960 2,643
Current liabilities................................ 14,136 15,030 12,888
Noncurrent liabilities............................. 1,806 1,111 950
Net sales.......................................... $54,710 $49,949 $52,028
Operating income (a)............................... 2,689 4,293 5,654
Income before taxes................................ 929 3,242 4,287
Net income......................................... 9 1,725 2,165
(a) Net sales, less costs and expenses.
- --------------------------------------------------------------------------------
NOTE 4--INVENTORIES
Inventories valued under the last-in, first-out method amounted to $6,387 and
$4,913 at December 31, 1995 and 1994, respectively. The estimated replacement
costs for these inventories using the first-in, first-out method were
approximately $7,259 and $6,407, respectively.
- --------------------------------------------------------------------------------
NOTE 5--TAXES ON INCOME
Taxes on income included in the consolidated statement of operations consist of
the following for the year ended December 31:
---------------------------------------
1995 1994 1993
---------------------------------------
Current
Federal........................... $ 872 $1,708 $(2,908)
State............................. 53 122 144
Foreign........................... 4,399 4,984 3,489
---------------------------------------
5,324 6,814 725
Deferred
Federal........................... 103 (495) (478)
State.............................
Foreign........................... (540) (403) (13)
---------------------------------------
Total............................... $4,887 $5,916 $ 234
=======================================
22
Total deferred tax assets and liabilities are comprised of the following at
December 31:
-----------------------------------------
1995 1994
-----------------------------------------
Non- Non-
Current current Current current
-----------------------------------------
Retirement benefits........................... $ 238 $ 81
Allowance for doubtful accounts............... 183 82
Insurance and litigation reserves............. 647 350
Postretirement benefits....................... $ 2,995 $ 2,981
Supplemental retirement benefits.............. 637 568
Alternative minimum tax carryforward.......... 432 432
Amortization.................................. 524
Repositioning charges......................... 151 622 997 775
Other......................................... 196 139 66 215
-----------------------------------------
Total deferred tax assets..................... $ 1,415 $ 5,349 $ 1,576 $ 4,971
=========================================
Depreciation.................................. $ 2,829 $ 2,868
Other......................................... 148 213
------- -------
Total deferred tax liabilities................ $ 2,977 $ 3,081
======= =======
The following is a reconciliation of income taxes at the Federal statutory
rate with income taxes recorded by the Company for the year ended December 31:
-----------------------------
1995 1994 1993
-----------------------------
Income tax provision (benefit) at the Federal statutory tax rate................. $ 4,113 $ 5,073 $ (740)
State income tax provisions, net................................................. 35 81 98
Prior year tax settlement........................................................ 710
Non-deductible divestiture charges............................................... 503
Foreign taxes on earnings at rates different than the Federal statutory rate..... 30 143 723
Miscellaneous items, net......................................................... 206 (91) 153
-----------------------------
Taxes on income.................................................................. $ 4,887 $ 5,916 $ 234
=============================
United States income taxes have not been provided on the undistributed
earnings of non-U.S. subsidiaries since it is the Company's intention to
continue to reinvest these earnings in those subsidiaries for working capital
and expansion needs. The amount of such undistributed earnings at December 31,
1995 was approximately $63,000. Any income tax liability which might result from
ultimate remittance of these earnings is expected to be substantially offset by
foreign tax credits.
The benefits of net operating loss carryforwards approximating $1,200,
expiring in 1996 and later, have been recorded.
- --------------------------------------------------------------------------------
NOTE 6--EMPLOYEE BENEFITS
Pension plans
The Company maintains various noncontributory retirement plans covering
substantially all of its employees in the U.S. and certain other countries. The
benefits for the plans are based on a number of factors, the most significant of
which are years of service and levels of compensation either during employment
or near retirement. With the exception of the Company's Netherlands
subsidiaries, the retirement plans of the non-U.S. subsidiaries are, for the
most part, either fully insured or integrated with the local governments' plans
and are not subject to the provisions of SFAS 87, "Employers' Accounting for
Pensions."
On January 1, 1995, after determining that the plans of the Company's
subsidiaries in the Netherlands are subject to the provisions of SFAS 87, the
Company commenced reporting under the current accounting standard for these
subsidiaries. The effect of this was not material.
The pension costs for all plans include the following components:
-----------------------------
1995 1994 1993
-----------------------------
Service cost--benefits earned during the period.................................. $ 1,149 $ 880 $ 809
Interest cost on projected benefit obligation.................................... 3,314 2,449 2,335
Net investment (income) loss on plan assets:
Actual......................................................................... (7,837) (283) (2,820)
Deferral of difference between actual and expected income...................... 4,373 (2,576) 98
Other amortization, net.......................................................... (320) (63) (110)
-----------------------------
Net pension costs of plans subject to SFAS 87.................................... 679 407 312
Pension costs of plans not subject to SFAS 87.................................... 98 962 904
-----------------------------
Total pension costs.............................................................. $ 777 $ 1,369 $ 1,216
=============================
23
The following table summarizes the funded status of the Company's defined
benefit pension plans, the largest of which is in the U.S., and the related
amounts recognized in the Company's consolidated balance sheets as of December
31:
------------------------------------------------------------
1995 1994(b)
------------------------------------------------------------
Assets Accumulated Assets Accumulated
exceed benefits exceed benefits
accumulated exceed accumulated exceed
benefits assets(a) benefits assets(a)
------------------------------------------------------------
Actuarial present value of:
Vested benefit obligation................... $39,839 $ 2,556 $26,479 $ 2,492
------------------------------------------------------------
Accumulated benefit obligation............. $40,026 $ 2,640 $26,674 $ 2,492
Projected benefit obligation (PBO)............ 44,788 2,817 29,608 2,669
Plan assets at market value................... 47,857 29,290
------------------------------------------------------------
Plan assets greater (less) than PBO........... 3,069 (2,817) (318) (2,669)
Unrecognized cumulative net (gain) loss....... (1,792) 961 (215) 1,005
Unrecognized prior service costs.............. 1,722 1,828
Unrecognized transition obligation ........... (4,041) (7) (1,916) 18
------------------------------------------------------------
Accrued pension costs ........................ $ (1,042) $(1,863) $ (621) $(1,646)
============================================================
(a) Substantially all of this relates to nonqualified, unfunded supplemental
pension plans.
(b) Does not include amounts relating to the Netherlands subsidiaries' plans,
for which information is not available.
The U.S. funded plan is the largest plan. The significant assumptions for
the U.S. plan were as follows:
----------------------
1995 1994 1993
----------------------
Discount rate for projected benefit obligation .... 7.375% 8.0% 7.5%
Assumed long-term rates of compensation increases . 5.5% 5.5% 5.5%
Long-term rate of return on plan assets............ 9.25% 9.25% 9.5%
All other pension plans used assumptions in determining the actuarial
present value of the projected benefit obligations that are consistent with (but
not identical to) those of the U.S. plan.
Profit sharing plan
The parent company also maintains a qualified profit sharing plan covering all
employees other than those who are compensated on a commission basis.
Contributions for 1994 were $367. No contributions were made in 1995 or 1993.
Other postretirement and postemployment benefits
The Company has postretirement benefit plans that provide medical and life
insurance benefits for certain retired employees of the parent company. These
benefits vary based on age, years of service and retirement date. Coverage of
health benefits under the plan may require the retiree to make payments where
the insured equivalent costs exceed the Company's fixed contribution. The cost
of the life insurance benefit plan, which provides a flat two thousand dollars
per retiree, is noncontributory. Both the medical and life insurance plans are
currently unfunded.
The components of periodic postretirement benefit costs are as follows:
------------------------------
1995 1994 1993
------------------------------
Service cost--benefits attributed to service during the period.................. $ 65 $ 67 $ 79
Interest cost on accumulated benefit obligation and amortization............... 594 572 650
------------------------------
Postretirement benefit cost.................................................... $659 $ 639 $ 729
==============================
The status of the plan at December 31, 1995 and 1994 is as follows:
--------------------
1995 1994
--------------------
Retirees................................................ $6,877 $6,542
Fully eligible active participants...................... 59 71
Other participants...................................... 1,199 1,265
--------------------
Total accumulated postretirement benefit obligation..... 8,135 7,878
Unrecognized actuarial gain ............................ 674 889
--------------------
Net unfunded postretirement benefit liability........... $8,809 $8,767
====================
24
The discount rate used in determining the accumulated postretirement
benefit obligation was 7.375% and 8.0% in 1995 and 1994, respectively.
In valuing costs and liabilities, different health care cost trend rates
were used for retirees under and over age 65. The average assumed rate for
medical benefits for all retirees was 8.5% in 1995 - gradually decreasing to
5.5% over 11 years. A 1% increase in the health care cost trend rate would
increase aggregate service cost for 1995 by $39 and the accumulated
postretirement benefit obligation as of December 31, 1995 by $508.
The parent company maintains a plan under which the Company will provide,
in certain cases, supplemental retirement benefits to officers of the parent
company. Benefits payable under the plan are based on a combination of years of
service and existing postretirement benefits. Included in total pension costs
are charges of $276, $353, and $270 in 1995, 1994 and 1993, respectively,
representing the annual accrued benefits under this plan.
Effective January 1, 1993, the Company adopted the provisions of SFAS 112,
"Employer's Accounting for Postemployment Benefits." The cumulative effect of
adoption of SFAS 112 was not material.
- --------------------------------------------------------------------------------
NOTE 7--DEBT, NOTES PAYABLE AND CAPITAL LEASES
Long-term debt, notes payable and capital leases consisted of the following at
December 31:
--------------------
1995 1994
--------------------
Industrial development authority monthly
floating rate (4.0% at December 31, 1995)
demand bonds maturing 2014............................ $ 5,000 $ 5,000
6.64% notes payable due July 8, 1997.................... 6,667 10,000
Notes payable due 1996 to 1997.......................... 2,126
Capital leases.......................................... 112 476
Other debt obligations due 1996 to 1997, interest
rates ranging to 10.8%................................ 394 428
--------------------
14,299 15,904
Less current portion.................................... 4,999 3,697
--------------------
$ 9,300 $12,207
====================
The 6.64% notes payable require semiannual principal payments of $1,667
beginning July 8, 1993 through 1997. The long-term financing agreements require
the maintenance of certain financial covenants of which the Company is in
compliance. The notes payable due in 1996 and 1997 are non-interest bearing and
are payable in three equal installments.
During the next five years, payments on long-term debt and notes payable
are due as follows: $4,999 and $4,300 in 1996 and 1997, respectively, and $0 in
1998, 1999, and 2000.
At December 31, 1995, the Company had outstanding short-term borrowings
with banks under non-confirmed lines of credit in the aggregate of $20,549. The
weighted average interest rate on such borrowings was 6.0% during 1995. The
parent company also has available a $10,000 unsecured line of credit that is
renewed annually. Any borrowings under this line of credit will be at the bank's
most competitive rate of interest in effect at the time.
At December 31, 1995 and 1994, the value at which the financial instruments
are recorded is not materially different than the fair market value.
- --------------------------------------------------------------------------------
NOTE 8--SHAREHOLDERS' EQUITY
Treasury stock is held for use by the various Company plans which require the
issuance of the Company's common stock.
The Company is authorized to issue 10,000,000 shares of preferred stock,
$1.00 par value, subject to approval by the Board of Directors. The Board of
Directors may designate one or more series of preferred stock and the number of
shares, rights, preferences and limitations of each series. No preferred stock
has been issued.
Under provisions of a stock purchase plan which permits employees to
purchase shares of stock at 85% of the market value, 26,933 shares, 29,736
shares, and 38,399 shares were issued from treasury in 1995, 1994 and 1993,
respectively. The number of shares that may be purchased by an employee in any
year is limited by factors dependent upon the market value of the stock and the
employee's base salary. At December 31, 1995, 190,247 shares are available for
purchase under the plan.
The Company has a long-term performance incentive plan for key employees
which provides for the granting of options to purchase stock at prices not less
than market value on the date of the grant. Most options are exercisable one
year after the date of the grant for a period of time determined by the Company
not to exceed ten years from the date of the grant.
25
The table below summarizes transactions in the plan during 1995, 1994 and
1993.
- -------------------------------------------------------------------------------------------------------------------
1995 1994 1993
- -------------------------------------------------------------------------------------------------------------------
Number of Option price Number of Option price Number of Option price
shares per share shares per share shares per share
- -------------------------------------------------------------------------------------------------------------------
Options outstanding
at January 1........... 633,087 $11.00--$24.20 626,534 $11.00--$24.20 425,776 $11.00--$19.75
Options granted.......... 459,056 $18.63--$22.50 6,553 $15.75--$15.88 214,444 $21.00--$24.20
Options exercised........ (44,842) $12.50--$17.75 (13,686) $12.50--$19.75
Options expired.......... (151,697) $17.75--$22.00
Options outstanding
at December 31,........ 895,604 $11.00--$24.20 633,087 $11.00--$24.20 626,534 $11.00--$24.20
===================================================================================================================
Options exercisable
at December 31,........ 486,548 $11.00--$24.20 626,534 $11.00--$24.20 412,090 $11.00--$19.75
===================================================================================================================
Options were exercised for cash and the surrender of 34,555 and 5,739
previously outstanding shares in 1995 and 1993, respectively, resulting in the
net issuance of 10,287 shares in 1995 and 7,947 shares in 1993. No options were
exercised in 1994. Options to purchase 319,947 shares were available at December
31, 1995 for future grants.
The plan also provides for the issuance of performance incentive units, the
value of which is determined based on operating results over a four-year period.
The effect on operations of the change in the estimated value of incentive units
during the year was zero in 1995, 1994 and 1993, respectively.
On February 7, 1990, the Company declared a dividend distribution to
shareholders of record on February 20, 1990 which, after giving effect for the
three-for-two stock split effective July 30, 1990, was in the form of two stock
purchase rights (the "Rights") for each three shares of common stock
outstanding. The Rights become exercisable if a person or group acquires or
announces a tender offer which would result in such person's acquisition of 20%
or more of the Company's common stock. The Rights also become exercisable if the
Board of Directors declares a person to be an "adverse person" and that person
has obtained not less than 10% of the outstanding shares of the Company's common
stock.
Each Right, when exercisable, entitles the registered holder to purchase
one one-hundredth of a share of a newly authorized Series A preferred stock at
an exercise price of seventy-two dollars per share subject to certain
anti-dilution adjustments. In addition, if a person or group acquires 20% or
more of the outstanding shares of the Company's common stock, without first
obtaining Board of Directors' approval, as required by the terms of the Rights
Agreement, or a person is declared an adverse person, each Right will then
entitle its holder (other than such person or members of any such group) to
purchase, at the Right's then current exercise price, a number of shares of the
Company's common stock having a total market value of twice the Right's exercise
price.
In the event that the Company merges with or transfers 50% or more of its
assets or earnings to any entity after the Rights become exercisable, holders of
Rights may purchase, at the Right's then current exercise price, common stock of
the acquiring entity having a value equal to twice the Right's exercise price.
In addition, at any time after a person acquires 20% of the outstanding
shares of common stock and prior to the acquisition by such person of 50% or
more of the outstanding shares of common stock, the Company may exchange the
Rights (other than the Rights which have become null and void), in whole or in
part, at an exchange ratio of one share of common stock or equivalent share of
preferred stock, per Right.
The Board of Directors can redeem the Rights for $.01 per Right at any time
prior to the acquisition by a person or group of beneficial ownership of 20% or
more of the Company's common stock or a person being declared an adverse person.
Until a Right is exercised, the holder thereof will have no rights as a
shareholder of the Company, including without limitation, the right to vote or
to receive dividends. Unless earlier redeemed or exchanged, the Rights will
expire on February 20, 2000.
Restricted stock bonus
The Company has granted an initial stock bonus of 50,000 shares of the Company's
common stock to its chief executive officer of which 5,000 shares were paid to
him immediately, and the balance of the shares were registered in his name and
are being held by the Company for delivery to him in installments of 15,000
shares each on October 2, 1996, 1997, and 1998 if he is employed by the Company
on those dates.
The remaining shares subject to forfeiture provisions have been recorded as
unearned compensation and are presented as a separate component of shareholders'
equity. The unearned compensation is being charged to selling, administrative
and general expenses over the three-year vesting period and was $153 in 1995.
26
- --------------------------------------------------------------------------------
NOTE 9--BUSINESS SEGMENTS
The Company operates primarily in one business segment--the manufacture and sale
of industrial chemical specialty products. The Company has both U.S. and
non-U.S. operations which are summarized for 1995, 1994 and 1993 as follows:
----------------------------------
1995 1994 1993
----------------------------------
Net sales
United States...................................... $102,651 $ 97,338 $110,067
Europe............................................. 99,222 80,624 74,090
Asia/Pacific....................................... 18,715 14,912 10,702
South America...................................... 6,450 1,802 145
----------------------------------
Consolidated....................................... $227,038 $194,676 $195,004
==================================
Income (loss) before taxes
United States...................................... $ 3,357 $ 7,960 $ 5,164
Europe............................................. 13,344 11,076 10,745
Asia/Pacific....................................... 2,214 1,630 844
South America...................................... (1,188) (1,163) (192)
----------------------------------
Operating profit................................... 17,727 19,503 16,561
Repositioning credits (charges).................... 525 (11,900)
Nonoperating expenses.............................. (5,630) (5,107) (6,838)
Equity in net (loss) income of associated companies (78) 779 1,001
Minority interest in net income of subsidiaries.... (444) (382) (348)
----------------------------------
Consolidated....................................... $ 11,575 $ 15,318 $ (1,524)
==================================
Identifiable assets
United States...................................... $ 52,262 $ 51,255 $ 70,889
Europe............................................. 66,498 65,845 55,427
Asia/Pacific....................................... 11,246 8,685 6,350
South America...................................... 3,989 1,426 638
Investments in associated companies................ 10,715 9,885 6,224
Nonoperating assets................................ 40,698 33,076 31,457
----------------------------------
Consolidated....................................... $185,408 $170,172 $170,985
==================================
Transfers between geographic areas are not material. Operating profit
comprises revenue less related costs and expenses. Nonoperating expenses
primarily consist of general corporate expenses identified as not being a cost
of operations, interest expense, interest income and license fees from
nonconsolidated associates. Nonoperating assets, consisting primarily of cash
equivalents and short-term investments, have not been included with identifiable
assets. No single customer accounted for 10% of net sales in 1995, 1994 or 1993.
A substantial portion of consolidated sales on a global basis are made to the
steel industry (see Classification of Products by Markets Served), and as a
result, accounts receivable generally reflect a similar distribution of
receivables from customers in these markets.
- --------------------------------------------------------------------------------
NOTE 10--BUSINESS ACQUISITIONS AND DIVESTITURES
During the three years ended December 31, 1995, the Company completed the
acquisitions or divestitures set forth below. Each acquisition was accounted for
as a purchase, and, accordingly, the purchase price has been allocated where
appropriate between the fair value of identifiable net assets acquired and the
excess of cost over net assets of acquired companies. The consolidated financial
statements include the operating results of each business acquired from the date
of acquisition. Pro forma results of operations have not been presented for any
of the acquisitions or divestitures because the effects of these transactions
were not material.
Effective May 31, 1995, the Company acquired 90% of the common stock of
Celumi S.A., a metalworking chemical specialty business in Brazil for
approximately $7,700 in cash and notes. The excess of cost over the estimated
fair value of net assets acquired amounted to approximately $6,500 which has
been accounted for as goodwill and is being amortized over 20 years.
On March 29, 1995, the Company entered into an agreement with Wuxi Oil
Refinery, for the creation of a joint venture in The People's Republic of China.
The Company's initial contribution to the venture, which was partially funded in
1995, will be less than a $1,000 in cash and certain assets related to the
formulation, manufacture and sale of chemical specialty products for the steel
industry.
Effective December 28, 1994, the Company acquired for approximately $1,800
in cash certain assets relating to the formulation, manufacture, and sale of
cutting fluids from Perstorp AB, a Swedish company.
Pursuant to the plans identified in the Company's 1993 repositioning
program (see Note 2), the sales of certain of the Company's businesses and
assets were completed in 1994. Effective November 7, 1994, the Company completed
27
the sale of the flooring business of QCP for approximately $2,800. In addition,
effective October 20, 1994 and October 1, 1994, respectively, the Company
completed the sale of its Verona, Italy and Pomona, California manufacturing
facilities, which had ceased production in 1993 and mid-1994, for approximately
$2,600 in cash and $200 due within one year. Effective September 30, 1994, the
Company completed the sale of the coatings and waterproofing business of QCP for
approximately $8,100.
On March 24, 1994, the Company entered into an agreement with Fluid
Recycling Services, Incorporated for the creation of a 50/50 joint venture.
During 1994 and 1995, the Company made cash investments and advances of
approximately $4,500 and $2,000, respectively, with additional investments
expected over the next few years based on the growth of the venture.
Effective May 14, 1993, the Company acquired for approximately $10,700 in
cash 100% of the common stock of Raffineries de l'Ile de France (RIF), a
metalworking chemical specialty business in France. The excess of cost over the
estimated fair value of net assets acquired amounted to approximately $5,700
million which has been accounted for as goodwill and is being amortized over 20
years.
As part of a plan to exit from the petroleum production chemicals market,
effective July 27, 1993, the Company completed the sale of its petroleum
production chemical operations' assets, the principal component of which was the
SULFA-SCRUB(R) patents and technology, to the Petrolite Corporation for $6,500
in cash, $2,000 due within three years and future royalty payments. In addition,
the agreement of sale provides that the Petrolite Corporation grant back to the
Company a license to sell products incorporating the technology in certain
markets not serviced by the Petrolite Corporation.
- --------------------------------------------------------------------------------
NOTE 11--COMMITMENTS AND CONTINGENCIES
A wholly-owned non-operating subsidiary of the Company is a co-defendant in
claims filed by multiple claimants alleging injury due to exposure to asbestos.
Although there can be no assurance regarding the outcome of existing claims
proceedings, the subsidiary believes that it has made adequate accruals for all
potential uninsured liabilities related to claims of which it is aware. At
December 31, 1995, the subsidiary has accrued approximately $500 to provide for
anticipated uninsured claims-related liabilities. In addition, in 1995 the
subsidiary received a cash payment of $2,500 from one of its insurance carriers
in settlement over certain disputed coverage.
The Company has accrued for certain environmental investigatory and
noncapital remediation costs consistent with the policy set forth in Note 1. In
1994, the Company identified certain soil and groundwater contamination at AC
Products, Inc. ("ACP"), a wholly-owned subsidiary. Pursuant to a plan submitted
to and approved by the Santa Ana California Regional Water Quality Board, a
remediation effort was undertaken by ACP during 1995. The Company believes that
the potential uninsured liability associated with the completion of the
remediation effort ranges from $800 to $1,100, for which the Company has accrued
approximately $800. Additionally, although there can be no assurance regarding
the outcome of other environmental matters, the Company believes that it has
made adequate accruals for costs associated with other environmental problems of
which it is aware. At December 31, 1995 and 1994, the Company has accrued
approximately $600 and $400, respectively, to provide for such anticipated
future environmental assessments and remediation costs.
28
Quaker Chemical Corporation
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors of Quaker Chemical Corporation
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, cash flows and shareholders' equity
present fairly, in all material respects, the financial position of Quaker
Chemical Corporation (the "Company") and its subsidiaries at December 31, 1995
and 1994, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 1995, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
February 21, 1996
29
Quaker Chemical Corporation
ELEVEN-YEAR FINANCIAL SUMMARY
1995 1994(1) 1993(2)
- ------------------------------------------------------------------------------------------------------------------------------------
(Dollars in thousands except per share data and number of employees)
Summary of Operations
Net sales .......................................................... $ 227,038 $ 194,676 $ 195,004
Income (loss) before
taxes and cumulative
effect of change in
accounting principle ............................................. 11,575 15,318 (1,524)
Cumulative effect of
change in accounting
for postretirement benefits
Net income (loss) .................................................. 6,688 9,402 (1,758)
Per share (3)
Income (loss) before
cumulative effect of change
in accounting principle ........................................ .76 1.03 (.19)
Cumulative effect of
change in accounting
for postretirement benefits
Net income (loss) ................................................ .76 1.03 (.19)
Dividends ........................................................ .68 .63 1/2 .60 1/2
Financial Position
Current assets ..................................................... 86,718 83,400 84,387
Current liabilities ................................................ 60,868 42,754 42,642
Working capital .................................................... 25,850 40,646 41,745
Property, plant and equipment, net ................................. 56,309 51,694 55,541
Total assets ....................................................... 185,408 170,172 170,985
Long-term debt, notes payable and capital leases ................... 9,300 12,207 16,095
Shareholders' equity ............................................... 93,992 93,677 91,383
Other Data
Current ratio ...................................................... 1.4/1 2.0/1 2.0/1
Capital expenditures (4) ........................................... 9,833 9,255 8,960
Net income (loss) as a % of
net sales (5) ................................................... 2.9% 4.8% (0.9)%
Return on average
shareholders' equity (5) ......................................... 7.1% 10.2% (1.8)%
Shareholders' equity per share at end
of year (3) ...................................................... 10.85 10.62 9.89
Common stock price per share range (3):
High ............................................................. 19 19 1/2 24 5/8
Low .............................................................. 11 14 3/4 14 1/4
Number of shares outstanding at end
of year (3) ...................................................... 8,664 8,819 9,242
Number of employees at end of year:
Consolidated subsidiaries ........................................ 870 743 865
Associated companies ............................................. 235 212 141
1992 1991 1990 1989
- ------------------------------------------------------------------------------------------------------------------------------------
Summary of Operations
Net sales ..................................................... $ 212,491 $ 191,051 $ 201,474 $ 181,660
Income (loss) before
taxes and cumulative
effect of change in
accounting principle ........................................ 19,045 16,888 22,580 19,647
Cumulative effect of
change in accounting
for postretirement benefits ................................. (5,675)
Net income (loss) ............................................. 12,098 5,115 14,106 12,840
Per share (3)
Income (loss) before
cumulative effect of change
in accounting principle ................................... 1.33 1.20 1.51 1.35
Cumulative effect of
change in accounting
for postretirement benefits ............................... (.63)
Net income (loss) ........................................... 1.33 .57 1.51 1.35
Dividends ................................................... .57 .53 .47 .41
Financial Position
Current assets ................................................ 85,567 82,725 84,833 75,427
Current liabilities ........................................... 28,126 36,592 40,342 27,848
Working capital ............................................... 57,441 46,133 44,491 47,579
Property, plant and equipment, net ............................ 52,179 48,661 46,315 36,539
Total assets .................................................. 166,613 159,121 152,408 131,430
Long-term debt, notes payable and capital leases .............. 18,604 5,219 5,453 5,665
Shareholders' equity .......................................... 101,642 98,898 99,113 90,440
Other Data
Current ratio ................................................. 3.0/1 2.3/1 2.1/1 2.7/1
Capital expenditures (4) ...................................... 7,226 8,420 12,663 7,553
Net income (loss) as a % of
net sales (5) .............................................. 5.7% 5.6% 7.0% 7.1%
Return on average
shareholders' equity (5) .................................... 12.1% 10.9% 14.9% 14.8%
Shareholders' equity per share at end
of year (3) ................................................. 11.06 10.95 11.11 9.55
Common stock price per share range (3):
High ........................................................ 26 22 1/4 19 1/4 15 5/8
Low ......................................................... 18 3/4 15 12 12 1/2
Number of shares outstanding at end
of year (3) ................................................. 9,188 9,028 8,921 9,473
Number of employees at end of year:
Consolidated subsidiaries ................................... 842 840 819 829
Associated companies ........................................ 130 187 261 154
1988 1987 1986 1985
- ------------------------------------------------------------------------------------------------------------------------------------
Summary of Operations
Net sales ...................................................... $166,662 $147,455 $128,059 $122,745
Income (loss) before
taxes and cumulative
effect of change in
accounting principle ......................................... 18,939 17,511 14,103 12,872
Cumulative effect of
change in accounting
for postretirement benefits
Net income (loss) .............................................. 11,731 10,423 8,530 7,580
Per share (3)
Income (loss) before
cumulative effect of change
in accounting principle .................................... 1.21 1.05 .84 .73
Cumulative effect of
change in accounting
for postretirement benefits
Net income (loss) ............................................ 1.21 1.05 .84 .73
Dividends .................................................... .37 .34 .29 .26
Financial Position
Current assets ................................................. 69,326 66,633 58,460 57,529
Current liabilities ............................................ 26,924 29,447 16,207 19,440
Working capital ................................................ 42,402 37,186 42,253 38,089
Property, plant and equipment, net ............................. 32,821 32,622 29,472 24,612
Total assets ................................................... 121,125 118,367 98,512 93,891
Long-term debt, notes payable and capital leases ............... 5,000 5,000 8,735 9,025
Shareholders' equity ........................................... 82,884 78,079 66,654 59,200
Other Data
Current ratio .................................................. 2.6/1 2.3/1 3.6/1 3.0/1
Capital expenditures (4) ....................................... 5,295 3,705 5,223 6,139
Net income (loss) as a % of
net sales (5) ............................................... 7.0% 7.1% 6.7% 6.2%
Return on average
shareholders' equity (5) ..................................... 14.6% 14.4% 13.6% 14.0%
Shareholders' equity per share at end
of year (3) .................................................. 8.57 8.08 6.71 5.67
Common stock price per share range (3):
High ......................................................... 16 1/8 18 13 5/8 9 1/8
Low .......................................................... 11 3/8 9 8 6
Number of shares outstanding at end
of year (3) .................................................. 9,669 9,644 9,935 10,440
Number of employees at end of year:
Consolidated subsidiaries .................................... 832 824 795 785
Associated companies ......................................... 150 140 134 136
(1) The results of operations for 1994 include net repositioning credits of $347
or $0.04 per share. Excluding these credits, net income for 1994 was $9,055
or $0.99 per share.
(2) The results of operations for 1993 include net repositioning charges of
$7,854 or $0.85 per share. Excluding these charges, net income for 1993 was
$6,096 or $0.66 per share.
(3) Restated to give retroactive effect to a three-for-two split in 1990.
(4) Capital expenditures prior to 1986 are stated net of dispositions.
(5) Calculated for 1991 using $10,790 which is the net income before the
cumulative effect of change in accounting principle.
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SUPPLEMENTAL FINANCIAL INFORMATION
Classification of Products by Markets Served (unaudited)
Consolidated net sales comprise chemical specialty and other products classified
by markets served as follows:
(Dollars in thousands)
--------------------------------------------------------------------------------------------
1995 1994 1993 1992 1991
--------------------------------------------------------------------------------------------
Steel........... $103,765 46% $ 90,549 47% $ 89,255 46% $ 94,483 44% $ 78,357 41%
Metalworking.... 85,949 38 68,576 35 57,826 30 58,719 28 51,106 27
Pulp and paper.. 16,049 7 13,010 7 12,169 6 15,042 7 16,760 9
Other........... 21,275 9 22,541 11 35,754 18 44,247 21 44,828 23
--------------------------------------------------------------------------------------------
$227,038 100% $194,676 100% $195,004 100% $212,491 100% $191,051 100%
============================================================================================
Information on Quaker's markets appears on the inside front cover of this
report.
Quarterly Results (unaudited)
(Dollars in thousands except per share data)
- -----------------------------------------------------------------------------------------------------------------
First Second Third Fourth
---------------------------------------------
1995
Net sales..................................................... $54,527 $59,035 $57,872 $55,604
Operating income (1).......................................... 3,282 3,770 3,408 973
Net income.................................................... 1,915 2,471 2,099 203
Net income per share.......................................... $.22 $.28 $.24 $.02
1994
Net sales..................................................... $45,093 $47,347 $50,117 $52,119
Operating income (1 and 2).................................... 3,356 3,213 3,754 3,191
Net income.................................................... 2,249 2,191 2,353 2,609
Net income per share.......................................... $.24 $.24 $.26 $.29
1993
Net sales..................................................... $48,361 $51,343 $48,441 $46,859
Operating income (loss) (1 and 3)............................. 3,594 (919) 1,092 (7,274)
Net income (loss)............................................. 2,724 (449) 730 (4,763)
Net income (loss) per share................................... $.30 $(.05) $.08 $(.52)
(1) Net sales, less costs and expenses.
(2) The fourth quarter includes repositioning credits of $525.
(3) The second and fourth quarters include repositioning charges of $3,500 and
$8,400, respectively.
Stock Market and Related Security Holder Matters
During the past two years, the common stock of the Company has been traded in
the National Over-the-Counter market at the price ranges indicated below, and
the following quarterly dividends per share have been declared as indicated:
Range of NASDAQ System Quotations Dividends Declared
- ------------------------------------------------------------------------------------------------------------------
1995 1994 1995 1994
- ------------------------------------------------------------------------------------------------------------------
High Low High Low
First quarter...................... $19 $14 1/2 $19 1/2 $14 3/4 $.17 $.15 1/2
Second quarter..................... 18 14 1/2 18 3/4 16 .17 .15 1/2
Third quarter...................... 17 1/2 15 18 3/4 17 1/4 .17 .15 1/2
Fourth quarter..................... 18 1/2 11 18 3/4 17 1/4 .17 .17
- ------------------------------------------------------------------------------------------------------------------
As of January 15, 1996, there were 1,013 shareholders of record of the Company's
common stock, $1 par value, its only outstanding class of equity securities.
----------------
Copies of the Company's Form 10-K for the year ended December 31, 1995 as filed
with the Securities and Exchange Commission will be provided without charge on
request to Quaker Chemical Corporation, Attention: Irene M. Kisleiko, Assistant
Corporate Secretary, Conshohocken, PA 19428.
----------------
32