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, 2024 2023 Net sales $ 469,759 $ 500,148 Cost of goods sold (excluding amortization expense - See Note 13) 288,196 326,698 Gross profit 181,563 173,450 Selling, general and administrative expenses 124,180 119,549 Restructuring and related charges, net 1,857 3,972 Operating income 55,526 49,929 Other income (expense), net 1,080 ( 2,239 ) Interest expense, net ( 10,824 ) ( 13,242 ) Income before taxes and equity in net income of associated companies 45,782 34,448 Taxes on income before equity in net income of associated companies 12,508 9,533 Income before equity in net income of associated companies 33,274 24,915 Equity in net income of associated companies 1,984 4,626 Net income 35,258 29,541 Less: Net income attributable to noncontrolling interest 31 7 Net income attributable to Quaker Chemical Corporation $ 35,227 $ 29,534 Per share data: Net income attributable to Quaker Chemical Corporation common shareholders – basic $ 1.96 $ 1.64 Net income attributable to Quaker Chemical Corporation common shareholders – diluted $ 1.95 $ 1.64 Dividends declared $ 0.455 $ 0.435 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, 2024 2023 Net income $ 35,258 $ 29,541 Other comprehensive (loss) income, net of tax Currency translation adjustments ( 25,389 ) 14,468 Defined benefit retirement plans 354 ( 126 ) Current period change in fair value of derivatives 2,345 390 Unrealized gain on available-for-sale securities 45 334 Other comprehensive (loss) income ( 22,645 ) 15,066 Comprehensive income 12,613 44,607 Less: Comprehensive loss (income) attributable to noncontrolling interest 42 ( 10 ) Comprehensive income attributable to Quaker Chemical Corporation $ 12,655 $ 44,597 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, 2024 December 31, 2023 ASSETS Current assets Cash and cash equivalents $ 195,750 $ 194,527 Accounts receivable, net 440,018 444,950 Inventories Raw materials and supplies 116,411 119,047 Work-in-process and finished goods 124,055 114,810 Prepaid expenses and other current assets 56,795 54,555 Total current assets 933,029 927,889 Property, plant and equipment, at cost 445,118 453,419 Less: Accumulated depreciation ( 242,888 ) ( 245,608 ) Property, plant and equipment, net 202,230 207,811 Right of use lease assets 38,195 38,614 Goodwill 522,575 512,518 Other intangible assets, net 886,146 896,721 Investments in associated companies 99,850 101,151 Deferred tax assets 10,117 10,737 Other non-current assets 22,228 18,770 Total assets $ 2,714,370 $ 2,714,211 LIABILITIES AND EQUITY Current liabilities Short-term borrowings and current portion of long-term debt $ 27,790 $ 23,444 Accounts payable 191,161 184,813 Dividends payable 8,185 8,186 Accrued compensation 28,024 55,194 Accrued restructuring 1,516 3,350 Accrued pension and postretirement benefits 2,210 2,208 Other accrued liabilities 91,341 90,315 Total current liabilities 350,227 367,510 Long-term debt 740,408 730,623 Long-term lease liabilities 22,819 22,937 Deferred tax liabilities 150,618 146,957 Non-current accrued pension and postretirement benefits 28,931 29,457 Other non-current liabilities 29,575 31,805 Total liabilities 1,322,578 1,329,289 Commitments and contingencies (Note 18) Equity Common stock $ 1 par value; authorized 30,000,000 shares; issued and outstanding March 31, 2024 – 17,989,801 shares; December 31, 2023 – 17,991,988 shares 17,990 17,992 Capital in excess of par value 942,546 940,101 Retained earnings 577,682 550,641 Accumulated other comprehensive loss ( 146,987 ) ( 124,415 ) Total Quaker shareholders’ equity 1,391,231 1,384,319 Noncontrolling interest 561 603 Total equity 1,391,792 1,384,922 Total liabilities and equity $ 2,714,370 $ 2,714,211 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, 2024 2023 Cash flows from operating activities Net income $ 35,258 $ 29,541 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of debt issuance costs 353 353 Depreciation and amortization 20,802 20,246 Equity in undistributed earnings of associated companies, net of dividends ( 1,675 ) ( 4,401 ) Deferred compensation, deferred taxes and other, net 568 ( 2,231 ) Share-based compensation 3,884 3,527 Restructuring and related charges, net 1,857 3,972 Pension and other postretirement benefits ( 551 ) ( 415 ) Decrease in cash from changes in current assets and current liabilities, net of acquisitions: Accounts receivable 1,431 ( 3,974 ) Inventories ( 6,576 ) ( 5,792 ) Prepaid expenses and other current assets ( 1,054 ) ( 6,765 ) Change in restructuring liabilities ( 3,666 ) ( 2,747 ) Accounts payable and accrued liabilities ( 23,400 ) 6,468 Net cash provided by operating activities 27,231 37,782 Cash flows from investing activities Investments in property, plant and equipment ( 4,460 ) ( 6,161 ) Payments related to acquisitions, net of cash acquired ( 24,899 ) — Proceeds from disposition of assets 58 — Net cash used in investing activities ( 29,301 ) ( 6,161 ) Cash flows from financing activities Payments of long-term debt ( 4,711 ) ( 4,703 ) Borrowings (payments) on revolving credit facilities, net 20,902 ( 9,776 ) Payments on other debt, net — ( 469 ) Dividends paid ( 8,186 ) ( 7,809 ) Other stock related activity ( 1,442 ) ( 2,109 ) Net cash provided by (used in) financing activities 6,563 ( 24,866 ) Effect of foreign exchange rate changes on cash ( 3,270 ) 2,154 Net increase in cash and cash equivalents 1,223 8,909 Cash and cash equivalents at the beginning of the period 194,527 180,963 Cash and cash equivalents at the end of the period $ 195,750 $ 189,872 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, 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 Balance as of December 31, 2023 $ 17,992 $ 940,101 $ 550,641 $ ( 124,415 ) $ 603 $ 1,384,922 Net income — — 35,227 — 31 35,258 Amounts reported in other comprehensive loss — — — ( 22,572 ) ( 73 ) ( 22,645 ) Dividends ($ 0.455 per share) — — ( 8,186 ) — — ( 8,186 ) Share issuance and equity-based compensation plans ( 2 ) 2,445 — — — 2,443 Balance as of March 31, 2024 $ 17,990 $ 942,546 $ 577,682 $ ( 146,987 ) $ 561 $ 1,391,792 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, 2024 (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. 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 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, 2024 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, 2023 (as amended, the “2023 Form 10-K”). 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 sold in its three reportable segments: (i) Americas; (ii) Europe, Middle East and Africa (“EMEA”); and (iii) Asia/Pacific. 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, 2024, the Company's Argentine and Turkish subsidiaries together represented 1 % and 2 % of the Company’s consolidated total assets and net sales, respectively. During the three months ended March 31, 2024 and 2023, the Company recorded $ 0.9 million of remeasurement gains and $ 0.5 million of remeasurement losses associated with the applicable currency conversions, respectively. These gains and losses were recorded within Other income (expense), net, in the Company’s Condensed Consolidated Statements of Operations. Note 2 – Business Acquisitions During February 2024, the Company acquired I.K.V. Tribologie IKVT and its subsidiaries (“IKV”) for 32.2 million EUR, or $ 34.6 million, including an initial cash payment of 27.6 million EUR, or $ 29.7 million, subject to routine and customary post-closing adjustments related to working capital and net indebtedness levels as well as earn-out provisions related to the finalization of 2023 earnings currently estimated at 4.6 million EUR, or $ 4.9 million, that is payable during 2024. Assets acquired included approximately $ 4.8 million of cash and cash equivalents. IKV, which will be part of the Company’s EMEA segment, specializes in high-performance lubricants and greases, including original equipment manufacturer first-fill greases that are primarily used in the automotive, aerospace, electronics, and other industrial markets. The acquisition of IKV strengthens the Company’s position in first-fill greases. The Company preliminarily allocated $ 15.0 million of the purchase price to intangible assets, comprised of approximately $ 11.1 million of customer relationships to be amortized over 16 years; $ 3.2 million of product technologies to be amortized over 14 years; and $ 0.7 million of trademarks to be amortized over 5 years. In addition, the Company recognized $ 16.0 million of goodwill in the EMEA segment, none of which is deductible for tax purposes. The goodwill recognized on the transaction is primarily attributable to expected cost and growth synergies. As of March 31, 2024, the allocation of the purchase price has not been finalized. The results of operations of IKV subsequent to the acquisition date are included in the unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2024. 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) Note 3 – Recently Issued Accounting Standards Recently Issued Accounting Standards Not Yet Adopted The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures in November 2023. This ASU expands on reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The disclosure specifies that significant segment expenses are expenses that are regularly provided to the chief operating decision maker and are used to evaluate performance by segment to make decisions about resource allocations. ASU 2023-07 is effective for annual reports for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the disclosure requirements of this standard and the impact on its Consolidated Financial Statements and related disclosures. The FASB issued ASU 2023-09, Income Taxes (Topic 740) : Improvements to Income Tax Disclosures in December 2023. This ASU requires public business entities to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate (the “rate reconciliation”) for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the disclosure requirements of this standard and the impact on its Consolidated Financial Statements. Note 4 – Business Segments The Company’s operating segments, which are consistent with its reportable segments, reflect the structure of the Company’s internal organization, the method by which the Company’s resources are allocated and the manner by which the chief operating decision maker assesses the Company’s performance. The Company has three reportable segments: (i) Americas; (ii) EMEA; and (iii) Asia/Pacific. The three segments are composed of the net sales and operations in each respective region. 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 and Restructuring and related charges, net, are not included in segment operating earnings. Other items not specifically identified with the Company’s reportable segments include Interest expense, net and Other income (expense), net. The following table presents information about the performance of the Company’s reportable segments for the three months ended March 31, 2024 and 2023: Net sales 2024 2023 Americas $ 229,754 $ 251,413 EMEA 138,422 152,449 Asia/Pacific 101,583 96,286 Total net sales $ 469,759 $ 500,148 Segment operating earnings Americas $ 66,770 $ 66,125 EMEA 29,571 27,571 Asia/Pacific 30,377 27,652 Total segment operating earnings 126,718 121,348 Restructuring and related charges, net ( 1,857 ) ( 3,972 ) Non-operating and administrative expenses ( 54,177 ) ( 51,771 ) Depreciation of corporate assets and amortization ( 15,158 ) ( 15,676 ) Operating income 55,526 49,929 Other income (expense), net 1,080 ( 2,239 ) Interest expense, net ( 10,824 ) ( 13,242 ) Income before taxes and equity in net income of associated companies $ 45,782 $ 34,448 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) All inter-segment transactions have been eliminated from each reportable segment’s net sales and earnings for all periods presented in the above tables. The following table summarizes inter-segment revenues for the three months ended March 31, 2024 and 2023: Inter-segment revenues 2024 2023 Americas $ 2,513 $ 2,827 EMEA 7,060 6,093 Asia/Pacific 1,131 59 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 $ 19.8 million and $ 20.7 million for the three months ended March 31, 2024 and 2023, 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 2023 Form 10-K, the Company’s five largest customers combined (each composed of multiple subsidiaries or divisions with semiautonomous purchasing authority) accounted for approximately 12 % of consolidated net sales for 2023, 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, 2024 or December 31, 2023. The Company had approximately $ 4.0 million and $ 4.5 million of deferred revenue as of March 31, 2024 and December 31, 2023, respectively. For the three months ended March 31, 2024, the Company satisfied materially all of the associated performance obligations and recognized into revenue materially all advance payments received and recorded as of December 31, 2023. 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 segment and customer industry. Three Months Ended March 31, 2024 Customer Industries Americas EMEA Asia/Pacific Consolidated Total Metals $ 66,026 $ 32,820 $ 50,911 $ 149,757 Metalworking and other 163,728 105,602 50,672 320,002 $ 229,754 $ 138,422 $ 101,583 $ 469,759 Three Months Ended March 31, 2023 Customer Industries Americas EMEA Asia/Pacific Consolidated Total 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 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) Note 6 - Leases The Company has operating leases for certain facilities, vehicles, and machinery and equipment with remaining lease terms up to 11 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 91 years. The Company had no material variable lease costs, sublease income, or finance leases for the three months ended March 31, 2024 and 2023. The components of the Company’s lease expense are as follows: 2024 2023 Operating lease expense $ 3,743 $ 3,936 Short-term lease expense 199 211 Supplemental cash flow information related to the Company’s leases for the three months ended March 31, 2024 and 2023 is as follows: 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,661 $ 3,857 Non-cash lease liabilities activity: Leased assets obtained in exchange for new operating lease liabilities 3,234 2,833 Supplemental balance sheet information related to the Company’s leases is as follows: March 31, 2024 December 31, 2023 Right of use lease assets $ 38,195 $ 38,614 Other current liabilities 11,818 11,965 Long-term lease liabilities 22,819 22,937 Total operating lease liabilities $ 34,637 $ 34,902 Weighted average remaining lease term (years) 5.0 5.1 Weighted average discount rate 5.21 % 4.91 % Maturities of operating lease liabilities as of March 31, 2024 were as follows: For the remainder of 2024 $ 10,341 For the year ended December 31, 2025 9,864 For the year ended December 31, 2026 7,552 For the year ended December 31, 2027 4,165 For the year ended December 31, 2028 2,402 For the year ended December 31, 2029 and beyond 5,262 Total lease payments 39,586 Less: imputed interest ( 4,949 ) Present value of lease liabilities $ 34,637 Note 7 – Restructuring and Related Activities In 2022, the Company initiated a global cost and optimization program to improve its cost structure and drive a more profitable and productive organization. As of March 31, 2024, the program included restructuring and associated severance costs to reduce headcount by approximately 120 positions globally. These headcount reductions began in the fourth quarter of 2022 and are expected to be completed in 2024. 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) Employee separation benefits vary depending on local regulations within certain foreign countries and include severance and other benefits. The exact timing to complete, and final costs associated with, all actions will depend on a number of factors and are subject to change. Restructuring costs incurred during the three months ended March 31, 2024 and 2023 include employee severance and facility closure costs that are recorded in Restructuring and related charges, net in the Company’s Condensed Consolidated Statements of Operations. Changes in the Company’s accruals for its restructuring program are as follows: Accrued restructuring as of December 31, 2023 $ 3,350 Restructuring and related charges, net 1,857 Cash payments ( 3,666 ) Currency translation adjustments ( 25 ) Accrued restructuring as of March 31, 2024 $ 1,516 In connection with the plans for closure of certain manufacturing and non-manufacturing facilities, the Company has made available for sale certain facilities and property. As of March 31, 2024, the Company classified certain properties with aggregate book value of approximately $ 3.7 million as held-for-sale. These assets are recorded in Prepaid expenses and other current assets on the Company’s Condensed Consolidated Balance Sheets. The Company expects to complete the sale of these properties over the next 12 months. Note 8 – Share-Based Compensation The Company recognized the following share-based compensation expense in its Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023: 2024 2023 Stock options $ 175 $ 431 Non-vested stock awards and restricted stock units 2,535 2,171 Director stock ownership plan 30 10 Performance stock units 1,144 915 Total share-based compensation expense $ 3,884 $ 3,527 Stock Options As of March 31, 2024, unrecognized compensation expense related to unvested stock options was $ 0.1 million, to be recognized over a weighted average remaining period of 1.0 year. Restricted Stock Awards During the three months ended March 31, 2024, the Company granted 872 non-vested restricted share awards under its long-term incentive plan (“LTIP”) , which are subject to time-based vesting, generally over one to three years . As of March 31, 2024, unrecognized compensation expense related to the non-vested restricted shares was $ 4.3 million, to be recognized over a weighted average remaining period of 1.3 years. Restricted Stock Units During the three months ended March 31, 2024, the Company granted 41,093 restricted stock units under its LTIP , which are subject to time-based vesting, generally over one to three years . The fair value of these grants is based on the closing price of the Company’s common stock on the date of grant. As of March 31, 2024, unrecognized compensation expense related to non-vested restricted stock units was $ 8.8 million, to be recognized over a weighted average remaining period of 1.9 years. Performance Stock Units As a component of its LTIP, the Company grants performance-based stock unit awards (“PSUs”). The number of 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 a selected peer group, and separately the achievement of a performance-based return on invested capital (“ROIC”) measure. The service vesting 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. 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) As mentioned above, a portion of the Company’s PSU valuation is subject to the achievement of the Company’s TSR relative to the performance of a selected peer group. For PSUs granted prior to 2024, the Company’s peer group was the S&P Midcap 400 Materials group. For the 2024 annual LTIP grants, the Company made an election to change peer groups to the S&P 1500 Chemical group to measure the Company’s relative TSR. 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. In the first quarter of 2024, the Company granted 17,970 PSUs with a ROIC condition at a grant date fair value of $ 200.16 per unit, which was based on the closing 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 was $ 234.19 per unit, which incorporated the assumptions set forth in the table below: 2024 Grants Number of PSUs granted 17,850 Risk-free interest rate 4.55 % Dividend yield 0.91 % Expected term (years) 3.0 As of March 31, 2024, there was approximately $ 13.4 million of total unrecognized compensation cost related to PSUs, which the Company expects to recognize over a weighted-average period of 2.5 years. Note 9 – Pension and Other Postretirement Benefits The components of net periodic benefit cost (income) are as follows for the three months ended March 31, 2024 and 2023: Pension Benefits Other Postretirement Benefits 2024 2023 2024 2023 Service cost $ 109 $ 104 $ — $ — Interest cost 2,375 2,455 15 19 Expected return on plan assets ( 2,030 ) ( 1,997 ) — — Actuarial loss (gain) amortization 127 101 ( 29 ) ( 30 ) Prior service cost (income) amortization 7 8 — ( 4 ) Net periodic benefit cost (income) $ 588 $ 671 $ ( 14 ) $ ( 15 ) Employer Contributions As of March 31, 2024, $ 0.9 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 $ 5.7 million to its U.S. and foreign pension plans and approximately $ 0.2 million to its other postretirement benefit plans in 2024. 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) Note 10 – Other income (expense), net The components of Other income (expense), net are as follows for the three months ended March 31, 2024 and 2023: 2024 2023 Non-income tax refunds and other related credits $ 2,155 $ 360 Income from third party license fees 225 325 Gain (loss) on disposals of property, plant, equipment and other assets, net 407 ( 19 ) Foreign exchange losses, net ( 448 ) ( 3,326 ) Pension and postretirement benefit costs, non-service components ( 465 ) ( 552 ) Facility remediation recoveries, net — 827 Product liability claim ( 896 ) — Other non-operating income, net 102 146 Total other income (expense), net $ 1,080 $ ( 2,239 ) During 2021, two of the Company’s locations suffered property damages as a result of flooding and electrical fire, respectively. Facility remediation recoveries, net, during the three months ended March 31, 2023, reflect recoveries 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. Product liability claim costs includes recorded expense related to the payment of a product liability dispute with one of the Company’s customers during the three months ended March 31, 2024. Note 11 – Income Taxes The Company’s effective tax rates for the three months ended March 31, 2024 and 2023 were 27.3 % and 27.7 %, respectively. The Company’s effective tax rate for the three months ended March 31, 2024 was largely driven by a mix of earnings and withholding taxes, offset by changes in uncertain tax positions. Comparatively, the effective tax rate for the first three months of 2023 was largely impacted by foreign tax inclusions, withholding taxes, and foreign tax credits, partially offset with changes in uncertain tax positions and favorable return to provision adjustments. Note 12 – Earnings Per Share The following table summarizes earnings per share calculations for the three months ended March 31, 2024 and 2023: 2024 2023 Basic earnings per common share Net income attributable to Quaker Chemical Corporation $ 35,227 $ 29,534 Less: income allocated to participating securities ( 159 ) ( 145 ) Net income available to common shareholders $ 35,068 $ 29,389 Basic weighted average common shares outstanding 17,908,814 17,866,670 Basic earnings per common share $ 1.96 $ 1.64 Diluted earnings per common share Net income attributable to Quaker Chemical Corporation $ 35,227 $ 29,534 Less: income allocated to participating securities ( 158 ) ( 145 ) Net income available to common shareholders $ 35,069 $ 29,389 Basic weighted average common shares outstanding 17,908,814 17,866,670 Effect of dilutive securities 30,048 32,076 Diluted weighted average common shares outstanding 17,938,862 17,898,746 Diluted earnings per common share $ 1.95 $ 1.64 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 39,066 and 15,327 for the three months ended March 31, 2024 and 2023, respectively . 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 13 – Goodwill and Other Intangible Assets Changes in the carrying amount of goodwill for the three months ended March 31, 2024 were as follows: Americas EMEA Asia/Pacific Total Balance as of December 31, 2023 $ 283,103 $ 65,940 $ 163,475 $ 512,518 Goodwill additions — 16,011 — 16,011 Currency translation adjustments ( 115 ) ( 663 ) ( 5,176 ) ( 5,954 ) Balance as of March 31, 2024 $ 282,988 $ 81,288 $ 158,299 $ 522,575 Gross carrying amounts and accumulated amortization for definite-lived intangible assets were as follows: Gross Carrying Amount Accumulated Amortization Net Book Value March 31, 2024 December 31, 2023 March 31, 2024 December 31, 2023 March 31, 2024 December 31, 2023 Customer lists and rights to sell $ 843,295 $ 841,562 $ 253,464 $ 243,872 $ 589,831 $ 597,690 Trademarks, formulations and product technology 163,391 161,613 57,411 55,879 105,980 105,734 Other 5,864 5,892 5,753 5,776 111 116 Total definite-lived intangible assets $ 1,012,550 $ 1,009,067 $ 316,628 $ 305,527 $ 695,922 $ 703,540 The Company amortizes definite-lived intangible assets on a straight-line basis over their useful lives. The Company recorded amortization expense for the three months ended March 31, 2024 and 2023 as follows: 2024 2023 Amortization expense $ 14,472 $ 14,513 Estimated annual aggregate amortization expense for the current year and subsequent five years is as follows: For the remainder of 2024 $ 43,248 For the year ended December 31, 2025 57,158 For the year ended December 31, 2026 56,470 For the year ended December 31, 2027 56,175 For the year ended December 31, 2028 55,835 For the year ended December 31, 2029 55,373 As of March 31, 2024 and December 31, 2023, the Company had indefinite-lived intangible assets for trademarks and tradenames totaling $ 190.2 million and $ 193.2 million, respectively. 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 14 – Debt The following table sets forth the components of the Company’s debt: As of March 31, 2024 As of December 31, 2023 Interest Rate Outstanding Balance Interest Rate Outstanding Balance Credit Facilities: Revolver 5.00 % $ 51,806 5.13 % $ 30,904 U.S. Term Loan 6.54 % 557,500 6.71 % 561,250 Euro Term Loan 5.00 % 148,032 5.13 % 152,366 Industrial development bonds 5.26 % 10,000 5.26 % 10,000 Bank lines of credit and other debt obligations Various 2,294 Various 1,092 Total debt $ 769,632 $ 755,612 Less: debt issuance costs ( 1,434 ) ( 1,545 ) Less: short-term and current portion of long-term debts ( 27,790 ) ( 23,444 ) Total long-term debt $ 740,408 $ 730,623 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, 2024, the Company was in compliance with all of the Credit Facility covenants. See Note 19 of Notes to Consolidated Financial Statements in the Company’s 2023 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, 2024 was approximately 6.4 %. As of March 31, 2024, the interest rate on the outstanding borrowings under the Credit Facility was approximately 6.1 %. 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 $ 445 million, which is net of bank letters of credit of approximately $ 3 million, as of March 31, 2024. 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, 2024, the aggregate interest rate on the swaps, including the fixed base rate plus the applicable margin, was 5.3 %. 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 offset 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, 2024, the Company had $ 1.4 million of debt issuance costs recorded as an offset of Long-term debt on the Condensed Consolidated Balance Sheets and $ 3.1 million of debt issuance costs recorded within Other assets on the Condensed Consolidated Balance Sheet. Comparatively, as of December 31, 2023, the Company had $ 1.5 million of debt issuance costs recorded as an offset of Long-term debt on the Condensed Consolidated Balance Sheets and $ 3.3 million of debt issuance costs recorded within Other assets on the Condensed Consolidated Balance Sheets. 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) Industrial development bonds As of March 31, 2024 and December 31, 2023, 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, 2024 was approximately $ 34 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, 2024 were approximately $ 5 million. Interest expense, net The Company incurred the following debt related expenses included within Interest expense, net, in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023: 2024 2023 Interest expense $ 11,282 $ 13,876 Amortization of debt issuance costs 353 353 Total $ 11,635 $ 14,229 Based on the variable interest rates associated with the Credit Facility, as of March 31, 2024 and as of December 31, 2023, 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, 2023 $ ( 115,417 ) $ ( 10,738 ) $ 333 $ 1,407 $ ( 124,415 ) Other comprehensive (loss) income before Reclassifications ( 25,316 ) 320 63 3,045 ( 21,888 ) Amounts reclassified from AOCI — 150 ( 7 ) — 143 Related tax amounts — ( 116 ) ( 11 ) ( 700 ) ( 827 ) Balance as of March 31, 2024 $ ( 140,733 ) $ ( 10,384 ) $ 378 $ 3,752 $ ( 146,987 ) 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 ) 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) Note 16 – Fair Value Measurements The Company values its company-owned life insurance policies at fair value. During June 2023, the Company surrendered and liquidated $ 1.9 million of these life insurance policies. As a result, the Company owns an immaterial amount of company-owned life insurance policies as of March 31, 2024 and December 31, 2023. Additionally, see Note 17 for a description of the Company’s derivative instruments. 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 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 in Other income (expense), net. 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. Open foreign exchange forward contracts as of March 31, 2024 were entered into as hedges in Japanese yen and Mexican peso against the U.S. dollar and Chinese yuan against the Euro. As of March 31, 2024, the Company had open foreign exchange forward contracts with notional U.S. dollar values of the following: Currency March 31, 2024 Mexican Peso $ 41,000 Japanese Yen 7,200 Chinese Yuan 7,800 $ 56,000 Open foreign exchange forward contracts as of March 31, 2024 had maturities occurring over a period of one month . Interest Rate Swaps In order to manage the Company’s exposure to variable interest rate risk associated with the Credit Facility, such as the Secured Overnight Financing Rate (“SOFR”), 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. 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. The balance sheet classification and fair values of the Company’s derivative instruments, which are Level 2 measurements, are as follows: Derivatives instruments Condensed Consolidated Balance Sheets Location March 31, 2024 December 31, 2023 Interest rate swaps: Other non-current assets $ 4,873 $ 1,828 Foreign currency forward contracts: Other accrued liabilities — 159 Prepaid expenses and other current assets 687 — 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) The following table presents the net unrealized loss deferred to AOCI: Derivatives designated as cash flow hedges March 31, 2024 December 31, 2023 Interest rate swaps AOCI $ 3,752 $ 1,407 The following table presents the location and the amount of net gain recognized in the Company’s Condensed Consolidated Statements of Operations related to derivative instruments for the three months ended March 31, 2024 and 2023: Derivative instruments Condensed Consolidated Statements of Operations Location 2024 2023 Interest rate swaps Interest expense, net $ 1,286 $ — Foreign exchange forward contracts Other income, net 943 293 Total $ 2,229 $ 293 Note 18 – Commitments and Contingencies As previously disclosed in its 2023 Form 10-K, the Company is party to certain environmental matters and other litigation. See Note 25 of Notes to Consolidated Financial Statements in the Company’s 2023 Form 10-K. During the three months ended March 31, 2024, there have been no significant changes to the facts or circumstances of any of the previously disclosed matters. Although there can be no assurance regarding the outcome of any of the ongoing environmental matters or litigation, the Company believes that it has made adequate accruals for costs and liabilities associated with these matters. The Company has accrued approximately $ 5 million as of both March 31, 2024 and December 31, 2023, respectively, for these ongoing matters. The Company previously disclosed in its 2023 Form 10-K that one of its locations suffered property damage as a result of an electrical fire. The Company and its insurance carrier continue to review the impact of the electrical fire on the production facility’s operations as it relates to a potential business interruption insurance claim; however, as of the date of this Report, the Company cannot reasonably estimate any probable amount of business interruption insurance claim recoverable. Therefore, the Company has not recorded a gain contingency for a possible business interruption insurance claim as of March 31, 2024. In December 2021, the Company completed its acquisition of Coral Chemical Company (“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. Since the second quarter of 2022, 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. In addition, during the three months ended March 31, 2024, 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. 18 Table of Contents Quaker Chemical Corporation Management’s Discussion and Analysis