QUAKER CHEMICAL CORP 10-Q

Item 1. Financial Statements (Unaudited). Quaker Chemical Corporation Condensed Consolidated Statements of Operations (Unaudited; Dollars in thousands, except per share data) Three Months Ended March 31, 2023 2022 Net sales $ 500,148 $ 474,171 Cost of goods sold (excluding amortization expense - See Note 13) 326,698 328,100 Gross profit 173,450 146,071 Selling, general and administrative expenses 119,549 111,795 Restructuring and related charges, net 3,972 820 Combination, integration and other acquisition-related expenses — 4,053 Operating income 49,929 29,403 Other expense, net ( 2,239 ) ( 2,206 ) Interest expense, net ( 13,242 ) ( 5,345 ) Income before taxes and equity in net income of associated companies 34,448 21,852 Taxes on income before equity in net income of associated Companies 9,533 2,866 Income before equity in net income of associated Companies 24,915 18,986 Equity in net income of associated companies 4,626 835 Net income 29,541 19,821 Less: Net income attributable to noncontrolling interest 7 5 Net income attributable to Quaker Chemical Corporation $ 29,534 $ 19,816 Per share data: Net income attributable to Quaker Chemical Corporation common shareholders – basic $ 1.64 $ 1.11 Net income attributable to Quaker Chemical Corporation common shareholders – diluted $ 1.64 $ 1.11 Dividends declared $ 0.435 $ 0.415 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 Table of Content Quaker Chemical Corporation Condensed Consolidated Statements of Comprehensive Income (Unaudited; Dollars in thousands) Three Months Ended March 31, 2023 2022 Net income $ 29,541 $ 19,821 Other comprehensive income (loss), net of tax Currency translation adjustments 14,468 ( 6,866 ) Defined benefit retirement plans ( 126 ) 496 Current period change in fair value of derivatives 390 1,100 Unrealized gain (loss) on available-for-sale securities 334 ( 1,000 ) Other comprehensive income (loss) 15,066 ( 6,270 ) Comprehensive income 44,607 13,551 Less: Comprehensive income attributable to noncontrolling interest ( 10 ) ( 6 ) Comprehensive income attributable to Quaker Chemical Corporation $ 44,597 $ 13,545 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Table of Content Quaker Chemical Corporation Condensed Consolidated Balance Sheets (Unaudited; Dollars in thousands, except par value) March 31, 2023 December 31, 2022 ASSETS Current assets Cash and cash equivalents $ 189,872 $ 180,963 Accounts receivable, net 482,746 472,888 Inventories Raw materials and supplies 148,119 151,105 Work-in-process and finished goods 145,375 133,743 Prepaid expenses and other current assets 63,189 55,438 Total current assets 1,029,301 994,137 Property, plant and equipment, at cost 439,367 428,190 Less: Accumulated depreciation ( 236,279 ) ( 229,595 ) Property, plant and equipment, net 203,088 198,595 Right of use lease assets 43,344 43,766 Goodwill 517,206 515,008 Other intangible assets, net 936,345 942,925 Investments in associated companies 90,841 88,234 Deferred tax assets 10,422 11,218 Other non-current assets 27,916 27,739 Total assets $ 2,858,463 $ 2,821,622 LIABILITIES AND EQUITY Current liabilities Short-term borrowings and current portion of long-term debt $ 19,350 $ 19,245 Accounts payable 216,633 193,983 Dividends payable 7,822 7,808 Accrued compensation 26,713 39,834 Accrued restructuring 6,809 5,483 Accrued pension and postretirement benefits 1,572 1,560 Other accrued liabilities 90,513 86,873 Total current liabilities 369,412 354,786 Long-term debt 921,555 933,561 Long-term lease liabilities 26,086 26,967 Deferred tax liabilities 157,935 160,294 Non-current accrued pension and postretirement benefits 28,985 28,765 Other non-current liabilities 37,702 38,664 Total liabilities 1,541,675 1,543,037 Commitments and contingencies (Note 18) Equity Common stock $ 1 par value; authorized 30,000,000 shares; issued and outstanding March 31, 2023 – 17,981,822 shares; December 31, 2022 – 17,950,264 shares 17,982 17,950 Capital in excess of par value 929,674 928,288 Retained earnings 491,632 469,920 Accumulated other comprehensive loss ( 123,177 ) ( 138,240 ) Total Quaker shareholders’ equity 1,316,111 1,277,918 Noncontrolling interest 677 667 Total equity 1,316,788 1,278,585 Total liabilities and equity $ 2,858,463 $ 2,821,622 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Table of Content Quaker Chemical Corporation Condensed Consolidated Statements of Cash Flows (Unaudited; Dollars in thousands) Three Months Ended March 31, 2023 2022 Cash flows from operating activities Net income $ 29,541 $ 19,821 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Amortization of debt issuance costs 353 1,187 Depreciation and amortization 20,246 20,447 Equity in undistributed earnings of associated companies, net of dividends ( 4,401 ) 2,135 Deferred compensation, deferred taxes and other, net ( 2,231 ) ( 3,801 ) Share-based compensation 3,527 2,462 Combination and other acquisition-related expenses, net of payments — ( 4,246 ) Restructuring and related charges 3,972 820 Pension and other postretirement benefits ( 415 ) ( 1,316 ) (Decrease) increase in cash from changes in current assets and current liabilities, net of acquisitions: Accounts receivable ( 3,974 ) ( 26,270 ) Inventories ( 5,792 ) ( 33,873 ) Prepaid expenses and other current assets ( 6,765 ) ( 6,506 ) Change in restructuring liabilities ( 2,747 ) ( 408 ) Accounts payable and accrued liabilities 6,468 23,249 Net cash provided by (used in) operating activities 37,782 ( 6,299 ) Cash flows from investing activities Investments in property, plant and equipment ( 6,161 ) ( 8,847 ) Payments related to acquisitions, net of cash acquired — ( 9,383 ) Net cash used in investing activities ( 6,161 ) ( 18,230 ) Cash flows from financing activities Payments of long-term debt ( 4,703 ) ( 14,112 ) (Payments) borrowings on revolving credit facilities, net ( 9,776 ) 43,000 Payments on other debt, net ( 469 ) ( 102 ) Dividends paid ( 7,809 ) ( 7,428 ) Other stock related activity ( 2,109 ) ( 801 ) Net cash (used in) provided by financing activities ( 24,866 ) 20,557 Effect of foreign exchange rate changes on cash 2,154 348 Net decrease in cash and cash equivalents 8,909 ( 3,624 ) Cash and cash equivalents at the beginning of the period 180,963 165,176 Cash and cash equivalents at the end of the period $ 189,872 $ 161,552 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 Table of Content Quaker Chemical Corporation Condensed Consolidated Statements of Changes in Equity (Unaudited; Dollars in thousands, except per share amounts) Common Stock Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive Loss Noncontrolling Interest Total Balance as of December 31, 2021 $ 17,897 $ 917,053 $ 516,334 $ ( 63,990 ) $ 628 $ 1,387,922 Net income — — 19,816 — 5 19,821 Amounts reported in other comprehensive (loss) income — — — ( 6,271 ) 1 ( 6,270 ) Dividends ($ 0.415 per share) — — ( 7,434 ) — — ( 7,434 ) Share issuance and equity-based compensation plans 15 1,646 — — — 1,661 Balance as of March 31, 2022 $ 17,912 $ 918,699 $ 528,716 $ ( 70,261 ) $ 634 $ 1,395,700 Balance as of December 31, 2022 $ 17,950 $ 928,288 $ 469,920 $ ( 138,240 ) $ 667 $ 1,278,585 Net income — — 29,534 — 7 29,541 Amounts reported in other comprehensive income — — — 15,063 3 15,066 Dividends ($ 0.435 per share) — — ( 7,822 ) — — ( 7,822 ) Share issuance and equity-based compensation plans 32 1,386 — — — 1,418 Balance as of March 31, 2023 $ 17,982 $ 929,674 $ 491,632 $ ( 123,177 ) $ 677 $ 1,316,788 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 Table of Contents Quaker Chemical Corporation Notes to Condensed Consolidated Financial Statements (Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated) Note 1 – Basis of Presentation and Description of Business As used in these Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q for the period ended March 31, 2023 (the “Report”), the terms “Quaker Houghton,” the “Company,” “we,” and “our” refer to Quaker Chemical Corporation (doing business as Quaker Houghton), its subsidiaries, and associated companies, unless the context otherwise requires. The “Combination” refers to the legacy Quaker combination with Houghton International, Inc. (“Houghton”). Basis of Presentation 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. Certain 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 all adjustments consisting only of normal recurring adjustments, which are necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods. The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). During the first quarter of 2023, the Company reorganized its executive management team to align with its new business structure. The Company’s new structure includes three reportable segments: (i) Americas; (ii) Europe, Middle East and Africa (“EMEA”); and (iii) Asia/Pacific. Prior to the Company’s reorganization, the Company’s historical reportable segments were: (i) Americas; (ii) EMEA; (iii) Asia/Pacific; and (iv) Global Specialty Businesses. Prior period information has been recast to align with the Company’s business structure as of January 1, 2023, including reportable segments, customer industry disaggregation, and goodwill. See Notes 4, 5, and 13 of Notes to Condensed Consolidated Financial Statements. Description of Business The Company was organized in 1918 and incorporated as a Pennsylvania business corporation in 1930. Quaker Houghton is the global leader in industrial process fluids. With a presence around the world, including operations in over 25 countries, the Company’s customers include thousands of the world’s most advanced and specialized steel, aluminum, automotive, aerospace, offshore, container, mining, and metalworking companies. Quaker Houghton develops, produces, and markets a broad range of formulated chemical specialty products and offers chemical management services, which the Company refers to as “Fluidcare TM ”, for various heavy industrial and manufacturing applications. Hyper-inflationary economies Argentina’s and Türkiye’s economies were considered hyper-inflationary under U.S. GAAP effective July 1, 2018 and April 1, 2022, respectively. As of, and for the three months ended March 31, 2023, the Company's Argentine and Turkish subsidiaries represented a combined 1 % and 2 % of the Company’s consolidated total assets and net sales, respectively. During the three months ended March 31, 2023, the Company recorded $ 0.5 million of remeasurement losses associated with the applicable currency conversions related to Argentina and Türkiye. Comparatively, during the three months ended March 31, 2022, the Company recorded $ 0.2 million of remeasurement losses associated with the applicable currency conversions related to Argentina. These losses were recorded within foreign exchange losses, net, which is a component of Other expense, net, in the Company’s Condensed Consolidated Statements of Operations. Note 2 – Business Acquisitions Previous Acquisitions In October 2022, the Company acquired a business that provides pickling and rinsing products and services, which is part of the EMEA reportable segment, for approximately 3.5 million EUR or approximately $ 3.5 million. This acquisition, along with the Company’s January 2022 acquisition in the Americas (described below), which had similar specializations and product offerings in pickling inhibitor technologies, strengthens Quaker Houghton’s position in pickling inhibitors and additives, enabling the Company to better support and optimize production processes for customers across the Metals industry. As of March 31, 2023, the allocation of the purchase of this acquisition in October 2022 has not been finalized and the one-year measurement period has not ended. Further adjustments may be necessary as a result of the Company’s ongoing assessment of additional information related to the fair value of assets acquired and liabilities assumed. 7 Table of Contents Quaker Chemical Corporation Notes to Condensed Consolidated Financial Statements - Continued (Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated) In January 2022, the Company acquired a business that provides pickling inhibitor technologies, drawing lubricants and stamping oil, and various other lubrication, rust preventative, and cleaner applications, which is part of the Americas reportable segment for approximately $ 8.0 million. This business broadens the Company’s product offerings within its existing metals and metalworking business in the Americas region. During the third quarter of 2022 the Company finalized post-closing adjustments that resulted in the Company paying less than $ 0.1 million of additional purchase consideration. Also in January 2022, the Company acquired a business related to the sealing and impregnation of metal castings for the automotive sector, as well as impregnation resin and impregnation systems for metal parts, which is part of the EMEA reportable segment for approximately 1.2 million EUR or approximately $ 1.4 million. This business broadens its product offerings and service capabilities within its existing impregnation business. The allocation of the purchase prices of both of these January 2022 acquisitions has been finalized. In November 2021, the Company acquired Baron Industries, a privately held company that provides vacuum impregnation services of castings, powder metals and electrical components for its Americas reportable segment for $ 11.0 million, including an initial cash payment of $ 7.1 million, subject to post-closing adjustments as well as certain earn-out provisions that are payable at various times from 2022 through 2025. The earn-out provisions could total a maximum of $ 4.5 million. As of March 31, 2023, the Company has remaining earnout liabilities recorded on its Condensed Consolidated Balance Sheet of $ 1.6 million. Additionally, during the third quarter of 2022 the Company finalized post-closing adjustments that resulted in the Company receiving a payment of less than $ 0.1 million. In December 2020, the Company acquired Coral Chemical Company, LLC (“Coral”), a privately held U.S.-based provider of metal finishing fluid solutions. Subsequent to the acquisition, the Company and the sellers of Coral (the “Sellers”) have worked to finalize certain post-closing adjustments. During the second quarter of 2022, after failing to reach resolution, the Sellers filed suit asserting certain amounts owed related to tax attributes of the acquisition. During the first quarter of 2023, there have been no material changes to the facts and circumstances of the claim asserted by the Sellers, and the Company continues to believe the potential range of exposure for this claim is $ 0 to $ 1.5 million. Note 3 – Recently Issued Accounting Standards There have been no recently issued accounting standards that will have a material impact on the Company’s condensed consolidated financial statements and related footnote disclosures. Note 4 – Business Segments The Company has three reportable segments: (i) Americas; (ii) EMEA; and (iii) Asia/Pacific. The three geographic segments are composed of the net sales and operations in each respective region. All prior period information has been recast to reflect the Company’s new reportable segments. See Note 1 of Notes to Condensed Consolidated Financial Statements. Segment operating earnings for each of the Company’s reportable segments are comprised of the segment’s net sales less directly related Cost of goods sold (“COGS”) and Selling, general and administrative expenses (“SG&A”). Operating expenses not directly attributable to the net sales of each respective segment, such as certain corporate and administrative costs, Combination, integration and other acquisition-related expenses, and Restructuring and related charges, are not included in segment operating earnings. Other items not specifically identified with the Company’s reportable segments include Interest expense, net and Other expense, net. 8 Table of Contents Quaker Chemical Corporation Notes to Condensed Consolidated Financial Statements - Continued (Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated) The following table presents information about the performance of the Company’s reportable segments: Three Months Ended March 31, 2023 2022 Net sales Americas $ 251,413 $ 212,091 EMEA 152,449 146,819 Asia/Pacific 96,286 115,261 Total net sales $ 500,148 $ 474,171 Segment operating earnings Americas $ 66,125 $ 45,022 EMEA 27,571 23,247 Asia/Pacific 27,652 24,501 Total segment operating earnings 121,348 92,770 Combination, integration and other acquisition-related expenses — ( 4,053 ) Restructuring and related charges, net ( 3,972 ) ( 820 ) Non-operating and administrative expenses ( 51,771 ) ( 43,305 ) Depreciation of corporate assets and amortization ( 15,676 ) ( 15,189 ) Operating income 49,929 29,403 Other expense, net ( 2,239 ) ( 2,206 ) Interest expense, net ( 13,242 ) ( 5,345 ) Income before taxes and equity in net income of associated companies $ 34,448 $ 21,852 The following table summarizes inter-segment revenues. All inter-segment transactions have been eliminated from each reportable segment’s net sales and earnings for all periods presented in the above tables. Three Months Ended March 31, 2023 2022 Americas 2,827 3,056 EMEA 6,093 12,176 Asia/Pacific 59 297 Note 5 – Net Sales and Revenue Recognition Arrangements Resulting in Net Reporting As part of the Company’s Fluidcare TM business, certain third-party product sales to customers are managed by the Company. The Company transferred third-party products under arrangements recognized on a net reporting basis of $ 20.7 million and $ 19.8 million for the three months ended March 31, 2023 and 2022, respectively. Customer Concentration A significant portion of the Company’s revenues are realized from the sale of process fluids and services to manufacturers of steel, aluminum, automobiles, aerospace, industrial and agricultural equipment, and durable goods. As previously disclosed in the Company’s 2022 Form 10-K, for the year ended December 31, 2022, the Company’s five largest customers (each composed of multiple subsidiaries or divisions with semiautonomous purchasing authority) accounted for approximately 11 % of consolidated net sales, with its largest customer accounting for approximately 3 % of consolidated net sales. Contract Assets and Liabilities The Company had no material contract assets recorded on its Condensed Consolidated Balance Sheets as of March 31, 2023 or December 31, 2022. 9 Table of Contents Quaker Chemical Corporation Notes to Condensed Consolidated Financial Statements - Continued (Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated) The Company had approximately $ 3.5 million and $ 5.7 million of deferred revenue as of March 31, 2023 and December 31, 2022, respectively. For the three months ended March 31, 2023, the Company satisfied all of the associated performance obligations and recognized into revenue the advance payments received and recorded as of December 31, 2022. Disaggregated Revenue The Company sells its various industrial process fluids, its specialty chemicals and its technical expertise as a global product portfolio. The Company generally manages and evaluates its performance by reportable segment first, and then by customer industries. Net sales of each of the Company’s major product lines are generally spread throughout all three of the Company’s geographic regions, and in most cases, are approximately proportionate to the level of total sales in each region. The following tables disaggregate the Company’s net sales by geographic region, customer industries, and timing of revenue recognized. Prior period information has been recast to reflect the Company’s current period customer industry disaggregation. See Note 1 of Notes to Condensed Consolidated Financial Statements. Three Months Ended March 31, 2023 Americas EMEA Asia/Pacific Consolidated Total Customer Industries Metals $ 68,134 $ 39,103 $ 46,660 $ 153,897 Metalworking and other 183,279 113,346 49,626 346,251 $ 251,413 $ 152,449 $ 96,286 $ 500,148 Timing of Revenue Recognized Product sales at a point in time $ 240,481 $ 141,506 $ 93,923 $ 475,910 Services transferred over time 10,932 10,943 2,363 24,238 $ 251,413 $ 152,449 $ 96,286 $ 500,148 Three Months Ended March 31, 2022 Americas EMEA Asia/Pacific Consolidated Total Customer Industries Metals $ 55,317 $ 36,793 $ 55,682 $ 147,792 Metalworking and other 156,774 110,026 59,579 326,379 $ 212,091 $ 146,819 $ 115,261 $ 474,171 Timing of Revenue Recognized Product sales at a point in time $ 201,775 $ 136,803 $ 112,548 $ 451,126 Services transferred over time 10,316 10,016 2,713 23,045 $ 212,091 $ 146,819 $ 115,261 $ 474,171 Note 6 - Leases The Company has operating leases for certain facilities, vehicles and machinery and equipment with remaining lease terms up to 9 years. Operating lease expense is recognized on a straight-line basis over the lease term. In addition, the Company has certain land use leases with remaining lease terms up to 92 years. 10 Table of Contents Quaker Chemical Corporation Notes to Condensed Consolidated Financial Statements - Continued (Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated) The Company has no material variable lease costs, sublease income, or finance leases for the three months ended March 31, 2023 and 2022. The components of the Company’s lease expense are as follows: Three Months Ended March 31, 2023 2022 Operating lease expense $ 3,936 $ 3,409 Short-term lease expense 211 219 Supplemental cash flow information related to the Company’s leases is as follows: Three Months Ended March 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,857 $ 3,365 Non-cash lease liabilities activity: Leased assets obtained in exchange for new operating lease liabilities 2,833 4,689 Supplemental balance sheet information related to the Company’s leases is as follows: March 31, 2023 December 31, 2022 Right of use lease assets $ 43,344 $ 43,766 Other current liabilities 12,652 12,024 Long-term lease liabilities 26,086 26,967 Total operating lease liabilities $ 38,738 $ 38,991 Weighted average remaining lease term (years) 4.96 5.10 Weighted average discount rate 4.50 % 4.36 % Maturities of operating lease liabilities were as follows: March 31, 2023 For the remainder of 2023 $ 10,749 For the year ended December 31, 2024 11,784 For the year ended December 31, 2025 7,740 For the year ended December 31, 2026 5,614 For the year ended December 31, 2027 2,616 For the year ended December 31, 2028 and beyond 5,496 Total lease payments 43,999 Less: imputed interest ( 5,261 ) Present value of lease liabilities $ 38,738 Note 7 – Restructuring and Related Activities In the third quarter of 2019, the Company’s management approved a global restructuring plan (the “QH Program”) as part of its initial plan to realize certain cost synergies associated with the Combination. As of December 31, 2022, the Company substantially completed all of the initiatives under the QH Program with only an immaterial amount of remaining severance still to be paid, which is expected to be completed during 2023. 11 Table of Contents Quaker Chemical Corporation Notes to Condensed Consolidated Financial Statements - Continued (Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated) In the fourth quarter of 2022, the Company’s management initiated a global cost and optimization program to improve its cost structure and drive a more profitable and productive organization. As of March 31, 2023, the program included restructuring and associated severance costs to reduce headcount by approximately 75 positions globally. These headcount reductions began in the fourth quarter of 2022 and are expected to continue throughout 2023. The exact timing to complete all actions and final costs associated will depend on a number of factors that are subject to change. Employee separation benefits vary depending on local regulations within certain foreign countries and include severance and other benefits. Restructuring costs include severance costs to reduce headcount, including customary and routine adjustments to initial estimates for employee separation costs, as well as costs to close certain facilities under the QH Program. These costs are recorded in Restructuring and related charges in the Company’s Consolidated Statements of Operations. As described in Note 4 of Notes to Consolidated Financial Statements, Restructuring and related charges are not included in the Company’s calculation of reportable segments’ measure of operating earnings and therefore these costs are not reviewed by or recorded to reportable segments. Changes in the Company’s accruals for its restructuring programs are as follows: Restructuring Programs Accrued restructuring as of December 31, 2022 $ 5,483 Restructuring and related charges, net 3,972 Cash payments ( 2,747 ) Currency translation adjustments 101 Accrued restructuring as of March 31, 2023 $ 6,809 Note 8 – Share-Based Compensation The Company recognized the following share-based compensation expense in its Condensed Consolidated Statements of Operations: Three Months Ended March 31, 2023 2022 Stock options $ 431 $ 267 Non-vested stock awards and restricted stock units 2,171 1,548 Director stock ownership plan 10 24 Performance stock units 915 623 Total share-based compensation expense $ 3,527 $ 2,462 Share-based compensation expense is recorded in SG&A, except for less than $ 0.1 million for the three months ended March 31, 2022, recorded within Combination, integration and other acquisition-related expenses. Stock Options As of March 31, 2023, unrecognized compensation expense related to unvested stock options was $ 0.9 million, to be recognized over a weighted average remaining period of 1.3 years. Restricted Stock Awards and Restricted Stock Units During the three months ended March 31, 2023, the Company granted 29,862 non-vested restricted shares and 6,675 non-vested restricted stock units under its long-term incentive plan (“LTIP”) , which are subject to time-based vesting, generally over one to three years . The fair value of these grants is based on the last sale price of the Company’s common stock on the date of grant. As of March 31, 2023, unrecognized compensation expense related to the non-vested restricted shares was $ 10.6 million, to be recognized over a weighted average remaining period of 2.6 years, and unrecognized compensation expense related to non-vested restricted stock units was $ 2.5 million, to be recognized over a weighted average remaining period of 1.8 years. 12 Table of Contents Quaker Chemical Corporation Notes to Condensed Consolidated Financial Statements - Continued (Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated) Performance Stock Units As a component of its LTIP, the Company grants performance-based stock unit awards (“PSUs”), which will be settled in a certain number of shares subject to market-based or performance-based and time-based vesting conditions. The number of fully vested shares that may ultimately be issued as settlement for each award may range from 0 % up to 200 % of the target award, subject to the achievement of the Company’s market-based total shareholder return (“TSR”) metric relative to the performance of the Company’s peer group, the S&P Midcap 400 Materials group, and separately the achievement of a performance-based return on invested capital (“ROIC”) measure. The service period required for the PSUs is generally three years and the measurement period of the market-based and performance objectives is generally from January 1 of the year of grant through December 31 of the year prior to issuance of the shares. Compensation expense for PSUs is measured based on the grant date fair value and is recognized on a straight-line vesting method basis over the applicable vesting period. The fair value of PSUs granted with a ROIC condition is based on the trading price of the Company’s common stock on the date of grant. PSUs granted with a relative TSR condition are valued using a Monte Carlo simulation on the date of grant. The grant-date fair value of the PSUs valued using a Monte Carlo simulation, which included the following assumptions set forth in the table below: 2023 Grants Number of PSUs granted 15,707 Risk-free interest rate 3.85 % Dividend yield 0.96 % Expected term (years) 3.0 Based on the conditions of the PSUs and performance to date for each of the outstanding PSU awards as of March 31, 2023, the Company estimates that it will issue 47,203 fully vested shares as of the applicable settlement date for such outstanding PSUs awards. As of March 31, 2023, there was approximately $ 9.9 million of total unrecognized compensation cost related to PSUs, which the Company expects to recognize over a weighted-average period of 2.6 years. Note 9 – Pension and Other Postretirement Benefits The components of net periodic benefit (income) cost are as follows: Three Months Ended March 31, Pension Benefits Other Postretirement Benefits 2023 2022 2023 2022 Service cost $ 104 $ 180 $ — $ ( 8 ) Interest cost 2,455 1,360 19 9 Expected return on plan assets ( 1,997 ) ( 2,084 ) — — Actuarial loss (gain) amortization 101 257 ( 30 ) ( 24 ) Prior service cost (income) amortization 8 2 ( 4 ) 1 Net periodic benefit (income) cost $ 671 $ ( 285 ) $ ( 15 ) $ ( 22 ) Employer Contributions As of March 31, 2023, $ 1.0 million and less than $ 0.1 million of contributions have been made to the Company’s U.S. and foreign pension plans and its other postretirement benefit plans, respectively. Taking into consideration current minimum cash contribution requirements, the Company currently expects to make full year cash contributions of approximately $ 5.3 million to its U.S. and foreign pension plans and approximately $ 0.2 million to its other postretirement benefit plans in 2023. 13 Table of Contents Quaker Chemical Corporation Notes to Condensed Consolidated Financial Statements - Continued (Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated) Note 10 – Other expense, net The components of Other expense, net are as follows: Three Months Ended March 31, 2023 2022 Income from third party license fees $ 325 $ 404 Foreign exchange losses, net ( 3,326 ) ( 1,905 ) Non-income tax refunds and other related credits (expense) 360 ( 1,322 ) Pension and postretirement benefit (costs) income, non-service components ( 552 ) 479 Facility remediation recovery, net 827 — Other non-operating income, net 127 138 Total other expense, net $ ( 2,239 ) $ ( 2,206 ) Non-income tax refunds and other related credits (expense) during the three months ended March 31, 2022, includes adjustments to a Combination-related indemnification asset associated with the settlement of certain income tax audits at one of the Company’s Italian for tax periods prior to August 1, 2019. See Note 11 of Notes to Condensed Consolidated Financial Statements. Facility remediation recovery, net, during the three months ended March 31, 2023, reflects a gain recorded on the payments received from insurers related to previously incurred costs from the remediation and restoration of property damage. See Note 18 of Notes to the Condensed Consolidated Financial Statements. Note 11 – Income Taxes and Uncertain Income Tax Positions The Company’s effective tax rates for the three months ended March 31, 2023 and 2022 were 27.7 % and 13.1 %, respectively. The Company’s effective tax rate for the three months ended March 31, 2023 was impacted by various items including foreign tax inclusions, withholding taxes, foreign tax credits, and net tax expense related to share-based compensation, partially offset with changes in uncertain tax positions and favorable return to provision adjustments. Comparatively, the prior year effective tax rate was largely impacted by changes in the valuation allowance for foreign tax credits due to legislative guidance issued and audit settlements reached with Italian tax authorities. In addition, the Company incurred higher tax expense during the three months ended March 31, 2022 related to one of the Company’s subsidiaries recording earnings at a statutory tax rate of 25% while the recertification of its concessionary 15% tax rate was pending receipt. As previously reported, the Italian tax authorities assessed additional tax due from the Company’s subsidiary, Quaker Italia S.r.l., relating to the tax years 2007 through 2015. The Company filed for and obtained competent authority relief under the Mutual Agreement Procedures (“MAP”) of the Organization for Economic Co-Operation and Development for all years except 2007. In the first quarter of 2022, the Company settled the $ 2.6 million assessment due to the Italian tax authorities, while having already received $ 1.6 million in refunds from the Netherlands and Spain. As of March 31, 2023, the Company paid the full settlement, of which approximately $ 0.2 million was refunded. Houghton Italia, S.r.l was also involved in a corporate income tax audit with the Italian tax authorities covering tax years 2014 through 2018. The Company settled all years 2014 through 2018 for $ 3.7 million and, accordingly, released all reserves relating to this audit for the settled tax years during the first quarter of 2022. The settlement is to be paid via installments through 2026 and, through March 31, 2023, the Company paid $ 1.1 million of such installments. The Company has an indemnification receivable of $ 3.9 million in connection with its claim against the former owners of Houghton for any pre-Combination tax liabilities arising from this matter, as well as other audit settlements and tax matters. In the first quarter of 2023, the Company was notified by the Spanish tax authorities of audits to commence for several of its legal entities operating in Spain and spanning tax years 2018 through 2021. The Company arranged introductory meetings with the taxing authorities and has begun to provide documentation in response to their inquiries. The Company has not established any reserves for this matter at this time. 14 Table of Contents Quaker Chemical Corporation Notes to Condensed Consolidated Financial Statements - Continued (Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated) Note 12 – Earnings Per Share The following table summarizes earnings per share calculations: Three Months Ended March 31, 2023 2022 Basic earnings per common share Net income attributable to Quaker Chemical Corporation $ 29,534 $ 19,816 Less: income allocated to participating securities ( 145 ) ( 78 ) Net income available to common shareholders $ 29,389 $ 19,738 Basic weighted average common shares outstanding 17,866,670 17,826,061 Basic earnings per common share $ 1.64 $ 1.11 Diluted earnings per common share Net income attributable to Quaker Chemical Corporation $ 29,534 $ 19,816 Less: income allocated to participating securities ( 145 ) ( 78 ) Net income available to common shareholders $ 29,389 $ 19,738 Basic weighted average common shares outstanding 17,866,670 17,826,061 Effect of dilutive securities 32,076 25,798 Diluted weighted average common shares outstanding 17,898,746 17,851,859 Diluted earnings per common share $ 1.64 $ 1.11 Certain stock options, restricted stock units, and PSUs are not included in the diluted earnings per share calculation when the effect would have been anti-dilutive. The calculated amount of anti-diluted shares not included were 15,327 and 12,260 for the three months ended March 31, 2023 and 2022, respectively. Note 13 – Goodwill and Other Intangible Assets The Company completes its annual goodwill and indefinite-lived intangible asset impairment test during the fourth quarter of each year, or more frequently if triggering events indicate a possible impairment. The Company continually evaluates financial performance, economic conditions and other recent developments, including rising interest rates and the cost of capital among other factor s, in assessing if a triggering event indicates that the carrying values of goodwill, indefinite-lived, or long-lived assets are impaired. The Company concluded that during the first quarter the ongoing financial, economic or geopolitical conditions did not represent a triggering event. In connection with the Company’s reorganization and the associated change in reportable segments and reporting units during the first quarter of 2023, the Company performed the required impairment assessments directly before and immediately after the change in reporting units and concluded that it was not more likely than not that the fair values of any of the Company’s previous or new reporting units were less than its carrying amount. Changes in the carrying amount of goodwill were as follows. Prior period information has been recast to reflect the Company’s current period reportable segments. See Note 1 of Notes to Condensed Consolidated Financial Statements. Americas EMEA Asia/Pacific Global Specialty Businesses Total Balance as of December 31, 2022 $ 215,899 $ 34,567 $ 150,375 $ 114,167 $ 515,008 Reallocation of reporting units 63,697 31,711 18,759 ( 114,167 ) — Balance as of January 1, 2023 279,596 66,278 169,134 — 515,008 Goodwill additions (reductions) — — — — — Currency translation adjustments 1,773 ( 116 ) 541 — 2,198 Balance as of March 31, 2023 $ 281,369 $ 66,162 $ 169,675 $ — $ 517,206 15 Table of Contents Quaker Chemical Corporation Notes to Condensed Consolidated Financial Statements - Continued (Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated) Gross carrying amounts and accumulated amortization for definite-lived intangible assets were as follows: Gross Carrying Amount Accumulated Amortization Net Book Value March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 Customer lists and rights to sell $ 839,280 $ 831,600 $ 205,800 $ 191,286 $ 633,480 $ 640,314 Trademarks, formulations and product technology 160,149 158,564 48,856 46,281 111,293 112,283 Other 6,168 7,576 5,848 6,390 320 1,186 Total definite-lived intangible assets $ 1,005,597 $ 997,740 $ 260,504 $ 243,957 $ 745,093 $ 753,783 The Company amortizes definite-lived intangible assets on a straight-line basis over their useful lives. The Company recorded amortization expense as follows: Three Months Ended March 31, 2023 2022 Amortization expense $ 14,513 $ 14,553 Estimated annual aggregate amortization expense for the current year and subsequent five years and beyond is as follows: For the remainder of 2023 $ 43,829 For the year ended December 31, 2024 57,734 For the year ended December 31, 2025 56,953 For the year ended December 31, 2026 56,708 For the year ended December 31, 2027 56,410 As of March 31, 2023 and December 31, 2022, the Company had indefinite-lived intangible assets for trademarks and tradenames totaling $ 191.3 million and $ 189.1 million, respectively. Note 14 – Debt The following table sets forth the components of the Company’s debt: As of March 31, 2023 As of December 31, 2022 Interest Rate Outstanding Balance Interest Rate Outstanding Balance Credit Facilities: Revolver 6.0 % $ 185,897 5.2 % $ 195,673 U.S. Term Loan 6.3 % 592,500 5.7 % 596,250 Euro Term Loan 4.1 % 153,072 3.1 % 151,572 Industrial development bonds 5.3 % 10,000 5.3 % 10,000 Bank lines of credit and other debt obligations Various 1,317 Various 1,303 Total debt $ 942,786 $ 954,798 Less: debt issuance costs ( 1,881 ) ( 1,992 ) Less: short-term and current portion of long-term debts ( 19,350 ) ( 19,245 ) Total long-term debt $ 921,555 $ 933,561 16 Table of Contents Quaker Chemical Corporation Notes to Condensed Consolidated Financial Statements - Continued (Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated) Credit facilities During June 2022, the Company, and its wholly owned subsidiary, Quaker Houghton B.V., as borrowers, Bank of America, N.A., as administrative agent, U.S. Dollar swing line lender and letter of credit issuer, Bank of America Europe Designated Active Company, as Euro Swing Line Lender, certain guarantors and other lenders entered into an amendment to its primary credit facility. The amended credit facility (the “Credit Facility”) established (A) a $ 150.0 million Euro equivalent senior secured term loan (the “Euro Term Loan”), (B) a $ 600.0 million senior secured term loan (the “U.S. Term Loan”), and (C) a $ 500.0 million senior secured revolving credit facility (the “Revolver”), each maturing in June 2027. The Company has the right to increase the amount of the Credit Facility by an aggregate amount not to exceed the greater of $ 300.0 million or 100 % of Consolidated EBITDA, subject to certain conditions including the agreement to provide financing by any lender providing such increase. As of March 31, 2023, the Company was in compliance with all of the Credit Facility covenants. See Note 20 of Notes to Consolidated Financial Statements in the Company’s 2022 Form 10-K. The weighted average variable interest rate incurred on the outstanding borrowings under the Credit Facility during the three months ended March 31, 2023 was approximately 5.8 %. As of March 31, 2023, the interest rate on the outstanding borrowings under the Credit Facility was approximately 5.9 %. As part of the Credit Facility, in addition to paying interest on outstanding principal, the Company is also required to pay an annual commitment fee ranging from 0.150 % to 0.275 % related to unutilized commitments under the Revolver, depending on the Company’s consolidated net leverage ratio. The Company had unused capacity under the Revolver of approximately $ 311 million, which is net of bank letters of credit of approximately $ 3 million, as of March 31, 2023. In order to manage the Company’s exposure to variable interest rate risk associated with the Credit Facility, in the first quarter of 2023, the Company entered into $ 300.0 million notional amounts of three year interest rate swaps to convert a portion of the Company’s variable rate borrowings to an average fixed rate of 3.64 % plus an applicable margin as provided in the Credit Facility based on the Company’s consolidated net leverage ratio. As of March 31, 2023, the aggregate interest rate on the swaps, including the fixed base rate plus the applicable margin, was 5.2 %. See Note 17 of Notes to Condensed Consolidated Financial Statements. In connection with executing the original credit facility in 2019 and the amended Credit Facility during the second quarter of 2022, the Company capitalized an aggregate of $ 2.2 million of certain third-party and creditor debt issuance costs. Approximately $ 0.7 million of the capitalized costs were attributed to the Euro Term Loan and U.S. Term Loan. These costs were recorded as a direct reduction of Long-term debt on the Condensed Consolidated Balance Sheet. Approximately $ 1.5 million of the capitalized costs were attributed to the Revolver and recorded within Other assets on the Condensed Consolidated Balance Sheet. These capitalized costs will collectively be amortized into Interest expense over the five year term of the Credit Facility. As of March 31, 2023, the Company had $ 1.9 million of debt issuance costs recorded as a reduction of Long-term debt on the Condensed Consolidated Balance Sheet and $ 4.1 million of debt issuance costs recorded within Other assets on the Condensed Consolidated Balance Sheet. Comparatively, as of December 31, 2022, the Company had $ 2.0 million of debt issuance costs recorded as a reduction of Long-term debt on the Condensed Consolidated Balance Sheet and $ 4.3 million of debt issuance costs recorded within Other assets on the Condensed Consolidated Balance Sheet. Industrial development bonds As of March 31, 2023 and December 31, 2022, the Company had fixed rate, industrial development authority bonds totaling $ 10.0 million in principal amount due in 2028. These bonds have similar covenants to the Credit Facility noted above. Bank lines of credit and other debt obligations The Company has certain unsecured bank lines of credit and discounting facilities in certain foreign subsidiaries, which are not collateralized. The Company’s other debt obligations primarily consist of certain domestic and foreign low interest rate or interest-free municipality-related loans, local credit facilities of certain foreign subsidiaries, and capital lease obligations. Total unused capacity under these arrangements as of March 31, 2023 was approximately $ 35 million. In addition to the bank letters of credit described in the “Credit facilities” subsection above, the Company’s other off-balance sheet arrangements include certain financial and other guarantees. The Company’s total bank letters of credit and guarantees outstanding as of March 31, 2023 were approximately $ 5 million. 17 Table of Contents Quaker Chemical Corporation Notes to Condensed Consolidated Financial Statements - Continued (Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated) Interest expense, net The Company incurred the following debt related expenses included within Interest expense, net, in the Condensed Consolidated Statements of Operations: Three Months Ended March 31, 2023 2022 Interest expense $ 13,876 $ 4,746 Amortization of debt issuance costs 353 1,187 Total $ 14,229 $ 5,933 Based on the variable interest rates associated with the Credit Facility, as of March 31, 2023 and as of December 31, 2022, the amounts at which the Company’s total debt were recorded are not materially different from their fair market value. Note 15 – Accumulated Other Comprehensive Income The following tables show the reclassifications from and resulting balances of accumulated other comprehensive income (“AOCI”): Currency Translation Adjustments Defined Benefit Pension Plans Unrealized (Loss) Gain in Available-for- Sale Securities Derivative Instruments Total Balance as of December 31, 2022 $ ( 132,161 ) $ ( 4,595 ) $ ( 1,484 ) $ — $ ( 138,240 ) Other comprehensive income (loss) before reclassifications 14,465 ( 243 ) 462 506 15,190 Amounts reclassified from AOCI — 76 ( 40 ) — 36 Related tax amounts — 41 ( 88 ) ( 116 ) ( 163 ) Balance as of March 31, 2023 $ ( 117,696 ) $ ( 4,721 ) $ ( 1,150 ) $ 390 $ ( 123,177 ) Balance as of December 31, 2021 $ ( 49,843 ) $ ( 13,172 ) $ 397 $ ( 1,372 ) $ ( 63,990 ) Other comprehensive (loss) income before reclassifications ( 6,867 ) 432 ( 1,277 ) 1,429 ( 6,283 ) Amounts reclassified from AOCI — 229 11 — 240 Related tax amounts — ( 165 ) 266 ( 329 ) ( 228 ) Balance as of March 31, 2022 $ ( 56,710 ) $ ( 12,676 ) $ ( 603 ) $ ( 272 ) $ ( 70,261 ) All reclassifications related to unrealized (loss) gain in available-for-sale securities relate to the Company’s equity interest in a captive insurance company and are recorded in equity in net income of associated companies. The amounts reported in other comprehensive income for noncontrolling interest are related to currency translation adjustments. 18 Table of Contents Quaker Chemical Corporation Notes to Condensed Consolidated Financial Statements - Continued (Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated) Note 16 – Fair Value Measurements The Company has valued its company-owned life insurance policies at fair value. The fair values of Company-owned life insurance assets are based on quotes for like instruments with similar credit ratings and terms. These assets are subject to fair value measurement as follows: Total Fair Value Fair Value Measurements as of March 31, 2023 Using Fair Value Hierarchy Assets Level 1 Level 2 Level 3 Company-owned life insurance $ 2,204 $ — $ 2,204 $ — Total $ 2,204 $ — $ 2,204 $ — Total Fair Value Fair Value Measurements as of December 31, 2022 Using Fair Value Hierarchy Assets Level 1 Level 2 Level 3 Company-owned life insurance $ 2,114 $ — $ 2,114 $ — Total $ 2,114 $ — $ 2,114 $ — Note 17 – Hedging Activities The Company’s ongoing business operations expose it to various risks, including fluctuating foreign exchange rates and interest rate risk. To manage these risks, the Company periodically enters into derivative financial instruments, such as foreign exchange forward contracts and interest rate swap agreements. The Company does not hold or enter into financial instruments for trading or speculative purposes. Foreign Exchange Forward Contracts A significant portion of the Company’s revenues and earnings are generated by its foreign operations. These foreign operations also represent a significant portion of the Company’s assets and liabilities. Generally, all of these foreign operations use the local currency as their functional currency and many have some operations in currencies other than their functional currency, which creates foreign exchange risk. The Company uses foreign exchange forward contracts to economically hedge the impact of the variability in exchange rates on certain assets and/or liabilities denominated in certain foreign currencies. These forward contracts are marked-to-market at each reporting date. Changes in the fair value of the underlying instrument and settlements are recognized in earnings. The fair value of the forward contract is determined from sources independent of the Company, including the financial institutions which are party to the derivative instruments. During the three months ended March 31, 2023, the Company entered into and settled forward contracts with an aggregate notional amount totaling $ 16.0 million, resulting in cash proceeds of $ 0.3 million. The following table displays the notional amounts of the net foreign exchange hedge positions outstanding: Currency March 31, 2023 Mexican Peso $ 18,000 Interest Rate Swaps In order to manage the Company’s exposure to variable interest rate risk associated with the Credit Facility, in the first quarter of 2023, the Company entered into $ 300.0 million notional amounts of three year interest rate swaps to convert a portion of the Company’s variable rate borrowings into a fixed rate obligation. See Note 14 of Notes to Condensed Consolidated Financial Statements. 19 Table of Contents Quaker Chemical Corporation Notes to Condensed Consolidated Financial Statements - Continued (Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated) These interest rate swaps are designated as cash flow hedges and, as such, the contracts are marked-to-market at each reporting date and any unrealized gains or losses are included in AOCI to the extent effective and reclassified to interest expense in the period during which the transaction affects earnings or it becomes probable that the forecasted transaction will not occur. Interest rate swaps are entered into with a limited number of counterparties, each of which allows for net settlement of all contracts through a single payment in a single currency in the event of a default on or termination of any one contract. As such, in accordance with the Company’s accounting policy, these derivative instruments are recorded on a net basis within the Condensed Consolidated Balance Sheets. The balance sheet classification and fair values of the Company’s derivative instruments, which are Level 2 measurements, are as follows: Fair Value Condensed Consolidated Balance Sheet Location March 31, 2023 December 31, 2022 Derivatives designated as cash flow hedges: Interest rate swaps Other non-current Assets $ 506 $ — The following table presents the net unrealized (gain) loss deferred to AOCI: March 31, 2023 December 31, 2022 Derivatives designated as cash flow hedges: Interest rate swaps AOCI $ 390 $ — The following table presents the net gain (loss) reclassified from AOCI to earnings: Location and Amount of Gain (Loss) Recognized in Statements of Operations Three Months Ended March 31, 2023 2022 Interest rate swaps Interest expense, net $ — $ ( 637 ) Foreign exchange forward contracts Other expense, net 293 — $ 293 $ ( 637 ) Note 18 – Commitments and Contingencies The Company previously disclosed in its 2022 Form 10-K that two of the Company’s locations suffered property damages as a result of flooding and electrical fire, respectively. The Company maintains property and flood insurance for all of its locations globally. During the three months ended March 31, 2023, there have been no significant changes to the facts or circumstances of this previously disclosed matter, other than the ongoing work with the Company’s insurance adjuster and insurance carrier regarding the insurance claims submitted. Through March 31, 2023, the Company has received cumulative payments from its insurers of $ 5.7 million associated with these events. During the three months ended March 31, 2023, the Company recognized a gain on insurance recoveries of $ 0.8 million. See Note 10 of Notes to the Condensed Consolidated Financial Statements. As previously disclosed in its 2022 Form 10-K, the Company is party to certain environmental matters and other litigation. See Note 26 of Notes to Consolidated Financial Statements in the Company’s 2022 Form 10-K. During the three months ended March 31, 2023, there have been no significant changes to the facts or circumstances of any of the previously disclosed matters. In addition, during the three months ended March 31, 2023, there are no new environmental matters or litigation that the Company believes will have a material adverse effect on the Company’s results of operations, cash flows or financial condition. Although there can be no assurance regarding the outcome of any of the ongoing environmental matters or litigation the Company is party to, the Company believes that it has made adequate accruals for costs and liabilities associated with environmental matters or provisions for ongoing litigation for which it is aware. The Company has accrued approximately $ 6 million as of both March 31, 2023 and December 31, 2022, respectively, for these ongoing matters. 20 Table of Contents Quaker Chemical Corporation Management’s Discussion and Analysis