kwr-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-12019

QUAKER CHEMICAL CORPORATION

(Exact name of registrant as specified in its charter)


Pennsylvania			23-0993790
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


901 E. Hector Street, Conshohocken, Pennsylvania			19428 – 2380
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: 610-832-4000

Not Applicable

Former name, former address and former fiscal year, if changed since last report.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1 par value

KWR

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Number of Shares of Common Stock Outstanding on April 28, 2025			17,680,655

Table of Contents

Quaker Chemical Corporation

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION	2
Item 1.	Financial Statements (Unaudited)	2
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and March 31, 2024	2
	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2025 and March 31, 2024	3
	Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and March 31, 2024	5
	Condensed Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2025 and March 31, 2024	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	22
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	32
Item 4.	Controls and Procedures.	32
PART II	OTHER INFORMATION.
Item 1.	Legal Proceedings.	33
Item 1A.	Risk Factors.	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	33
Item 5.	Other Information.	33
Item 6.	Exhibits.	34
Signatures.		35

Table of Contents

PART I

FINANCIAL INFORMATION

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,
	2025		2024
Net sales	$	442,914	$	469,759
Cost of goods sold (excluding amortization expense - See Note 13)	281,654		288,196
Gross profit	161,260		181,563
Selling, general and administrative expenses	119,046		124,180
Restructuring and related charges, net	14,590		1,857

Operating income	27,624		55,526
Other income (expense), net	(709)		1,080
Interest expense	(9,545)		(10,824)
Income before taxes and equity in net income of associated companies	17,370		45,782
Taxes on income before equity in net income of associated companies	7,542		12,508
Income before equity in net income of associated companies	9,828		33,274
Equity in net income of associated companies	3,089		1,984
Net income	12,917		35,258
Less: Net income (loss) attributable to noncontrolling interest	(5)		31
Net income attributable to Quaker Chemical Corporation	$	12,922	$	35,227
Per share data:
Net income attributable to Quaker Chemical Corporation common shareholders – basic	$	0.73	$	1.96
Net income attributable to Quaker Chemical Corporation common shareholders – diluted	$	0.73	$	1.95
Dividends declared	$	0.485	$	0.455

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Quaker Chemical Corporation

Condensed Consolidated Statements of Comprehensive Income

(Unaudited; Dollars in thousands)


	Three Months Ended March 31,
	2025		2024
Net income	$	12,917	$	35,258

Other comprehensive income (loss), net of tax
Currency translation adjustments	27,129		(25,389)
Defined benefit retirement plans	(265)		354
Current period change in fair value of derivatives	(592)		2,345
Unrealized (loss) gain on available-for-sale securities	(304)		45
Other comprehensive income (loss)	25,968		(22,645)

Comprehensive income	38,885		12,613
Less: Comprehensive income attributable to noncontrolling interest	1		42
Comprehensive income attributable to Quaker Chemical Corporation	$	38,886	$	12,655

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Quaker Chemical Corporation

Condensed Consolidated Balance Sheets

(Unaudited; Dollars in thousands, except par value)


	March 31, 2025		December 31, 2024
ASSETS
Current assets
Cash and cash equivalents	$	186,223	$	188,880
Accounts receivable, net	418,659		400,126
Inventories
Raw materials and supplies	116,953		112,457
Work-in-process and finished goods	129,169		115,015
Prepaid expenses and other current assets	61,417		59,939
Total current assets	912,421		876,417
Property, plant and equipment, at cost	496,185		483,033
Less: Accumulated depreciation	(263,716)		(253,501)
Property, plant and equipment, net	232,469		229,532
Right-of-use lease assets	36,122		34,120
Goodwill	524,667		518,894
Other intangible assets, net	830,270		827,098
Investments in associated companies	101,182		98,012
Deferred tax assets	9,443		9,216
Other non-current assets	17,855		17,360
Total assets	$	2,664,429	$	2,610,649
LIABILITIES AND EQUITY
Current liabilities
Short-term borrowings and current portion of long-term debt	$	37,292	$	37,554
Accounts payable	199,430		198,137
Dividends payable	8,575		8,572
Accrued compensation	28,706		50,212
Accrued restructuring	7,159		2,297
Accrued pension and postretirement benefits	2,228		2,328
Other accrued liabilities	89,436		80,668
Total current liabilities	372,826		379,768
Long-term debt	698,768		669,614
Long-term lease liabilities	21,130		20,028
Deferred tax liabilities	136,593		138,828
Non-current accrued pension and postretirement benefits	24,062		23,783
Other non-current liabilities	24,550		24,445
Total liabilities	1,277,929		1,256,466
Commitments and contingencies (Note 18)
Equity
Common stock $1 par value; authorized 30,000,000 shares; issued and outstanding March 31, 2025 – 17,680,380 shares; December 31, 2024 – 17,673,607 shares	17,680		17,674
Capital in excess of par value	905,781		903,781
Retained earnings	638,079		633,731
Accumulated other comprehensive loss	(175,655)		(201,619)
Total Quaker shareholders’ equity	1,385,885		1,353,567
Noncontrolling interest	615		616
Total equity	1,386,500		1,354,183
Total liabilities and equity	$	2,664,429	$	2,610,649

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Quaker Chemical Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited; Dollars in thousands)


	Three Months Ended March 31,
	2025		2024
Cash flows from operating activities
Net income	$	12,917	$	35,258
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization	20,599		20,802
Equity in undistributed earnings of associated companies, net of dividends	(2,769)		(1,675)

Deferred income taxes	(3,340)		3,167
Share-based compensation	3,182		3,884



Restructuring and related charges, net	14,590		1,857
(Gain) loss on disposal of property, plant and equipment and other assets	(2,148)		—

Other adjustments	2,190		(2,797)
Increase (decrease) in cash from changes in current assets and current liabilities, net of acquisitions:
Accounts receivable	(10,302)		1,431
Inventories	(13,457)		(6,576)
Prepaid expenses and other current assets	245		(1,054)
Accrued restructuring	(9,045)		(3,666)
Accounts payable and accrued liabilities	(15,712)		(23,400)
Net cash (used in) provided by operating activities	(3,050)		27,231

Cash flows from investing activities
Investments in property, plant and equipment	(12,329)		(4,460)
Payments related to acquisitions, net of cash acquired	(3,983)		(24,899)

Proceeds from disposition of assets	2,900		58
Net cash used in investing activities	(13,412)		(29,301)

Cash flows from financing activities
Payments of long-term debt	(8,523)		(4,711)
Borrowings on revolving credit facilities, net	30,000		20,902



Payments on other debt, net	(773)		—
Dividends paid	(8,572)		(8,186)

Other stock related activity	(1,176)		(1,442)
Net cash provided by financing activities	10,956		6,563
Effect of foreign exchange rate changes on cash	2,849		(3,270)
Net (decrease) increase in cash and cash equivalents	(2,657)		1,223
Cash and cash equivalents at the beginning of the period	188,880		194,527
Cash and cash equivalents at the end of the period	$	186,223	$	195,750
Supplemental cash flow disclosures:
Non-cash activities:
Change in accrued purchases of property, plant and equipment, net	$	(7,105)	$	289

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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, 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, net	(2)		2,445		—		—		—		2,443
Balance as of March 31, 2024	$	17,990	$	942,546	$	577,682	$	(146,987)	$	561	$	1,391,792











Balance as of December 31, 2024	$	17,674	$	903,781	$	633,731	$	(201,619)	$	616	$	1,354,183
Net income	—		—		12,922		—		(5)		12,917
Amounts reported in other comprehensive income	—		—		—		25,964		4		25,968
Dividends ($0.485 per share)	—		—		(8,574)		—		—		(8,574)

Share issuance and equity-based compensation plans, net	6		2,000		—		—		—		2,006
Balance as of March 31, 2025	$	17,680	$	905,781	$	638,079	$	(175,655)	$	615	$	1,386,500

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Quaker Chemical Corporation

Notes to Condensed Consolidated Financial Statements

(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)


		Page
Note 1	Basis of Presentation and Description of Business	8
Note 2	Business Acquisitions	8
Note 3	Recently Issued Accounting Standards	9
Note 4	Business Segments	10
Note 5	Net Sales and Revenue Recognition	12
Note 6	Leases	12
Note 7	Restructuring and Related Activities	14
Note 8	Share-Based Compensation	14
Note 9	Pension and Other Postretirement Benefits	15
Note 10	Other Income (Expense), Net	15
Note 11	Income Taxes	16
Note 12	Earnings Per Share	16
Note 13	Goodwill and Other Intangible Assets	17
Note 14	Debt	18
Note 15	Accumulated Other Comprehensive Income	19
Note 16	Fair Value Measurements	20
Note 17

SEC Form 10-Q filed by Quaker Houghton