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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
OR
oTRANSITION 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)
Pennsylvania23-0993790
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1 par valueKWR
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 filerxAccelerated filero
Non-accelerated fileroSmaller reporting companyo
Emerging growth companyo
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 October 28, 2024
17,787,813


Quaker Chemical Corporation
Table of Contents
Page
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and September 30, 2023
Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and September 30, 2023
Item 5.
1

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
September 30,
Nine Months Ended
September 30,
2024202320242023
Net sales$462,274 $490,612 $1,395,600 $1,486,204 
Cost of goods sold (excluding amortization expense - See Note 13)289,725 307,265 865,770 951,716 
Gross profit172,549 183,347 529,830 534,488 
Selling, general and administrative expenses118,221 122,810 359,350 362,212 
Restructuring and related charges, net2,610 1,019 4,787 6,034 
Operating income51,718 59,518 165,693 166,242 
Other income (expense), net783 (2,713)2,285 (8,558)
Interest expense, net(10,347)(12,781)(31,925)(38,744)
Income before taxes and equity in net income of associated companies42,154 44,024 136,053 118,940 
Taxes on income before equity in net income of associated companies12,167 13,593 40,453 36,956 
Income before equity in net income of associated companies29,987 30,431 95,600 81,984 
Equity in net income of associated companies2,385 3,279 6,940 10,660 
Net income32,372 33,710 102,540 92,644 
Less: Net income attributable to noncontrolling interest26 40 82 94 
Net income attributable to Quaker Chemical Corporation$32,346 $33,670 $102,458 $92,550 
Per share data:
Net income attributable to Quaker Chemical Corporation common shareholders – basic$1.81 $1.87 $5.71 $5.15 
Net income attributable to Quaker Chemical Corporation common shareholders – diluted$1.81 $1.87 $5.70 $5.14 
Dividends declared$0.485 $0.455 $1.395 $1.325 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2

Quaker Chemical Corporation
Condensed Consolidated Statements of Comprehensive Income
(Unaudited; Dollars in thousands)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Net income$32,372 $33,710 $102,540 $92,644 
Other comprehensive income (loss), net of tax
Currency translation adjustments41,529 (25,504)(2,700)(24,116)
Defined benefit retirement plans(522)281 (43)852 
Current period change in fair value of derivatives(4,024)1,241 (1,694)5,804 
Unrealized gain (loss) on available-for-sale securities325 (637)326 938 
Other comprehensive income (loss) 37,308 (24,619)(4,111)(16,522)
Comprehensive income69,680 9,091 98,429 76,122 
Less: Comprehensive income attributable to noncontrolling interest(20)(36)(4)(55)
Comprehensive income attributable to Quaker Chemical Corporation$69,660 $9,055 $98,425 $76,067 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3

Quaker Chemical Corporation
Condensed Consolidated Balance Sheets
(Unaudited; Dollars in thousands, except par value)
September 30,
2024
December 31,
2023
ASSETS
Current assets
Cash and cash equivalents$212,074$194,527
Accounts receivable, net422,732444,950
Inventories
  Raw materials and supplies118,073119,047
  Work-in-process and finished goods126,915114,810
Prepaid expenses and other current assets62,05954,555
Total current assets941,853927,889
Property, plant and equipment, at cost474,368453,419
  Less: Accumulated depreciation(258,813)(245,608)
    Property, plant and equipment, net215,555207,811
Right-of-use lease assets35,40838,614
Goodwill532,523512,518
Other intangible assets, net874,806896,721
Investments in associated companies103,444101,151
Deferred tax assets12,17210,737
Other non-current assets19,92018,770
Total assets$2,735,681$2,714,211
LIABILITIES AND EQUITY
Current liabilities
Short-term borrowings and current portion of long-term debt$38,787$23,444
Accounts payable191,788184,813
Dividends payable8,6588,186
Accrued compensation38,74155,194
Accrued restructuring1,7273,350
Accrued pension and postretirement benefits2,1822,208
Other accrued liabilities89,46290,315
Total current liabilities371,345367,510
Long-term debt700,648730,623
Long-term lease liabilities20,61022,937
Deferred tax liabilities143,219146,957
Non-current accrued pension and postretirement benefits25,75229,457
Other non-current liabilities27,83731,805
Total liabilities1,289,4111,329,289
Commitments and contingencies (Note 18)
Equity
Common stock $1 par value; authorized 30,000,000 shares; issued and outstanding
September 30, 2024 – 17,852,066 shares; December 31, 2023 – 17,991,988 shares
17,85217,992
Capital in excess of par value928,156940,101
Retained earnings628,103550,641
Accumulated other comprehensive loss(128,448)(124,415)
Total Quaker shareholders’ equity1,445,6631,384,319
Noncontrolling interest607603
Total equity1,446,2701,384,922
Total liabilities and equity$2,735,681$2,714,211
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4

Quaker Chemical Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited; Dollars in thousands)
Nine Months Ended
September 30,
20242023
Cash flows from operating activities
Net income$102,540 $92,644 
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of debt issuance costs1,059 1,059 
Depreciation and amortization63,159 61,434 
Equity in undistributed earnings of associated companies, net of dividends1,045 (7,486)
Deferred income taxes (7,934)(1,591)
Deferred compensation and other, net(1,428)1,076 
Share-based compensation12,413 11,189 
Restructuring and related charges, net4,787 6,034 
Pension and other postretirement benefits(3,956)(2,000)
(Decrease) increase in cash from changes in current assets and current liabilities, net of acquisitions:
Accounts receivable20,625 22,133 
Inventories(10,875)30,607 
Prepaid expenses and other current assets(7,912)(9,771)
Accrued restructuring(6,397)(7,914)
Accounts payable and accrued liabilities(25,612)2,046 
Net cash provided by operating activities141,514 199,460 
Cash flows from investing activities
Investments in property, plant and equipment(19,337)(25,794)
Payments related to acquisitions, net of cash acquired(39,302) 
Proceeds from disposition of assets2,798  
Net cash used in investing activities(55,841)(25,794)
Cash flows from financing activities
Payments of long-term debt(48,600)(14,075)
Borrowings (payments) on revolving credit facilities, net30,500 (112,835)
(Payments) borrowings on other debt, net(842)797 
Dividends paid(24,523)(23,459)
Shares purchased under share repurchase programs(22,906) 
Other stock related activity(631)(953)
Net cash used in financing activities(67,002)(150,525)
Effect of foreign exchange rate changes on cash(1,124)(5,746)
Net increase in cash and cash equivalents17,547 17,395 
Cash and cash equivalents at the beginning of the period194,527 180,963 
Cash and cash equivalents at the end of the period$212,074 $198,358 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5

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 ValueRetained
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 plans32 1,386 — — — 1,418 
Balance as of March 31, 2023$17,982 $929,674 $491,632 $(123,177)$677 $1,316,788 
Net income— — 29,346 — 47 29,393 
Amounts reported in other comprehensive loss— — — (6,931)(38)(6,969)
Dividends ($0.435 per share)
— — (7,830)— — (7,830)
Share issuance and equity-based compensation plans17 5,267 — — — 5,284 
Balance as of June 30, 2023$17,999 $934,941 $513,148 $(130,108)$686 $1,336,666 
Net income— — 33,670 — 40 33,710 
Amounts reported in other comprehensive loss— — — (24,616)(3)(24,619)
Dividends ($0.455 per share)
— — (8,190)— — (8,190)
Share issuance and equity-based compensation plans2 3,532 — — — 3,534 
Balance as of September 30, 2023$18,001 $938,473 $538,628 $(154,724)$723 $1,341,101 
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 
Net income— — 34,885 — 25 34,910 
Amounts reported in other comprehensive loss— — — (18,775)1 (18,774)
Dividends ($0.455 per share)
— — (8,163)— — (8,163)
Shares purchased under share repurchase program    (49)(8,306)— — — (8,355)
Share issuance and equity-based compensation plans 4,196 — — — 4,196 
Balance as of June 30, 2024$17,941 $938,436 $604,404 $(165,762)$587 $1,395,606 
Net income— — 32,346 — 26 32,372 
Amounts reported in other comprehensive income— — — 37,314 (6)37,308 
Dividends ($0.485 per share)
— — (8,647)— — (8,647)
Shares purchased under share repurchase program(89)(14,462)— — — (14,551)
Excise tax on shares purchased under share repurchase program— (162)— — — (162)
Share issuance and equity-based compensation plans 4,344 — — — 4,344 
Balance as of September 30, 2024$17,852 $928,156 $628,103 $(128,448)$607 $1,446,270 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6

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 September 30, 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, which are of a normal recurring nature, necessary for a fair statement of the financial position, results of operations, and cash flows for the interim periods. The results for the nine months ended September 30, 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”). Certain prior year amounts in the Condensed Consolidated Statements of Cash Flows have been reclassified to conform to the current year presentation.
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 FluidcareTM, 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 and nine months ended September 30, 2024, the Company's Argentine and Turkish subsidiaries together represented approximately 1% and 2% of the Company’s consolidated total assets and net sales, respectively. During the three and nine months ended September 30, 2024, the Company recorded $0.6 million and $0.3 million of net remeasurement losses associated with the applicable currency conversions, respectively. Comparatively, during the three and nine months ended September 30, 2023, the Company recorded $1.2 million and $2.9 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
In July 2024, the Company acquired the Sutai Group (“Sutai”), for approximately $16.2 million, including an initial cash payment of $14.6 million, subject to routine and customary post-closing adjustments related to working capital and net indebtedness levels, as well as earn-out provisions with an initial estimated payout of $1.6 million related to the finalization of 2024 and 2025 earnings. Assets acquired included cash and cash equivalents of $5.5 million. The Company recorded incremental income of $0.4 million during the three and nine months ended September 30, 2024 relating to adjustments to these earnout provisions in Other income (expense), net on the Condensed Consolidated Statements of Operations. As of September 30, 2024, the Company has remaining earnout liabilities recorded on its Condensed Consolidated Balance Sheet of $1.2 million. Sutai is based in Japan and provides impregnation treatment products and services to the automotive and other industries. Sutai is reported as part of the Asia/Pacific reportable segment. This acquisition strengthens Quaker Houghton’s technology portfolio, enabling the Company to better support and optimize production processes for customers across the Japanese, Asia Pacific and global markets. The Company allocated $3.1 million of the purchase price to intangible assets and recognized $5.5 million of goodwill in the Asia/Pacific segment, none of which is deductible for tax purposes. The goodwill is primarily attributable to expected growth synergies. As of September 30, 2024, the allocation of the purchase price has not been finalized.
7

Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
During February 2024, the Company acquired I.K.V. Tribologie IKVT and its subsidiaries (“IKV”) for $35.2 million, including an initial cash payment of $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. Assets acquired included approximately $4.8 million of cash and cash equivalents. IKV, which is 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 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 $16.4 million of goodwill in the EMEA segment, none of which is deductible for tax purposes. The goodwill is primarily attributable to expected cost and growth synergies. In July 2024, the 2023 earnings were finalized and the Company made a payment of $5.5 million in connection with the post-closing adjustments and earn-out provision. As of September 30, 2024, the allocation of the purchase price has been finalized.
The results of operations of Sutai and IKV subsequent to the acquisition dates are included in the unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024.
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, defined as those expenses that are regularly provided to the chief operating decision maker (“CODM”) and included in the reported measure of segment profit or loss. ASU 2023-07 is effective for annual reports for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company continues to assess the impact of ASU 2023-07. As part of its preliminary assessment, the Company is in the process of identifying the significant segment expenses and other information regularly provided to the CODM and included in the reported measure of segment profitability.
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 CODM assesses the Company’s performance. The Company has three reportable segments: (i) Americas; (ii) EMEA; and (iii) Asia/Pacific.
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.
8

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
September 30,
Nine Months Ended
September 30,
Net sales2024202320242023
Americas$220,275 $245,899 $673,546 $750,531 
EMEA134,135 139,620 410,558 435,602 
Asia/Pacific107,864 105,093 311,496 300,071 
Total net sales$462,274 $490,612 $1,395,600 $1,486,204 
Segment operating earnings
Americas$62,121 $69,148 $193,027 $204,280 
EMEA24,644 27,922 80,867 81,076 
Asia/Pacific30,656 30,963 92,033 86,604 
Total segment operating earnings117,421 128,033 365,927 371,960 
Restructuring and related charges, net(2,610)(1,019)(4,787)(6,034)
Non-operating and administrative expenses(47,778)(52,280)(149,538)(154,001)
Depreciation of corporate assets and amortization(15,315)(15,216)(45,909)(45,683)
Operating income51,718 59,518 165,693 166,242 
Other income (expense), net783 (2,713)2,285 (8,558)
Interest expense, net(10,347)(12,781)(31,925)(38,744)
Income before taxes and equity in net income of associated companies$42,154 $44,024 $136,053 $118,940 
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
September 30,
Nine Months Ended
September 30,
Inter-segment revenues2024202320242023
Americas$2,316 $1,772 $7,214 $6,778 
EMEA4,881 5,161 17,420 18,718 
Asia/Pacific1,504 793 4,580 1,329 
Note 5 – Net Sales and Revenue Recognition
Arrangements Resulting in Net Reporting
As part of the Company’s FluidcareTM 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 $19.4 million and $58.5 million for the three and nine months ended September 30, 2024, respectively, and $21.6 million and $63.2 million for the three and nine months ended September 30, 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 September 30, 2024 or December 31, 2023.
9

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 $3.7 million and $4.5 million of deferred revenue as of September 30, 2024 and December 31, 2023, respectively. For the nine months ended September 30, 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 industrial process fluids, specialty chemicals and 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 September 30, 2024
Customer IndustriesAmericasEMEAAsia/PacificConsolidated
Total
Metals$65,393 $34,782 $52,385 $152,560 
Metalworking and other154,882 99,353 55,479 309,714 
$220,275 $134,135 $107,864 $462,274 
Nine Months Ended September 30, 2024
Customer IndustriesAmericasEMEAAsia/PacificConsolidated
Total
Metals$195,172 $102,909 $153,446 $451,527 
Metalworking and other478,374 307,649 158,050 944,073 
$673,546 $410,558 $311,496 $1,395,600 
Three Months Ended September 30, 2023
Customer IndustriesAmericasEMEAAsia/PacificConsolidated
Total
Metals$67,957 $32,630 $49,320 $149,907 
Metalworking and other177,942 106,990 55,773 340,705 
$245,899 $139,620 $105,093 $490,612 
Nine Months Ended September 30, 2023
Customer IndustriesAmericasEMEAAsia/PacificConsolidated
Total
Metals$204,834 $104,376 $144,109 $453,319 
Metalworking and other545,697 331,226 155,962 1,032,885 
$750,531 $435,602 $300,071 $1,486,204 
Note 6 - Leases
The Company has operating leases for certain facilities, vehicles, and machinery and equipment with remaining lease terms up to 10 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 and nine months ended September 30, 2024 and 2023. The components of the Company’s lease expense are as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Operating lease expense$3,695 $3,886 $11,165 $11,532 
Short-term lease expense198 193 590 587 
10

Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
Supplemental cash flow information related to the Company’s leases is as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$3,632 $3,917 $11,029 $11,547 
Non-cash lease liabilities activity:
Leased assets obtained in exchange for new operating lease liabilities691 2,910 6,055 6,566 
Supplemental balance sheet information related to the Company’s leases is as follows:
September 30,
2024
December 31,
2023
Right-of-use lease assets$35,408 $38,614 
Other current liabilities11,185 11,965 
Long-term lease liabilities20,610 22,937 
Total operating lease liabilities$31,795 $34,902 
Weighted average remaining lease term (years)4.95.1
Weighted average discount rate5.40 %4.91 %
Maturities of operating lease liabilities as of September 30, 2024 were as follows:
For the remainder of 2024$3,620 
For the year ended December 31, 202511,292 
For the year ended December 31, 20268,540 
For the year ended December 31, 20274,703 
For the year ended December 31, 20282,645 
For the year ended December 31, 2029 and beyond5,575 
  Total lease payments36,375 
    Less: imputed interest(4,580)
Present value of lease liabilities$31,795 
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 September 30, 2024, the program included restructuring and associated severance costs to reduce headcount by approximately 175 positions globally. The program is expected to be substantially complete by the end of the first quarter of 2025.
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. In addition to the program described above, the Company continues to take actions to optimize its facilities’ footprint. Restructuring costs incurred during the three and nine months ended September 30, 2024 and 2023 include employee severance, asset related and facility closure costs that are recorded in Restructuring and related charges, net in the Company’s Condensed Consolidated Statements of Operations.
11

Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
Changes in the Company’s accruals for its restructuring program and facility closure actions are as follows:
Accrued restructuring as of December 31, 2023$3,350
Restructuring and related charges, net4,787 
Cash payments(6,397)
Currency translation adjustments(13)
Accrued restructuring as of September 30, 2024$1,727
In connection with the plans for closure of certain manufacturing and non-manufacturing facilities, the Company has made available for sale certain facilities and properties. As of September 30, 2024, the Company classified properties in the Americas and EMEA segments with an aggregate book value of approximately $2.2 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. During the three and nine months ended September 30, 2024, the Company completed the sale of certain facilities previously classified as held for sale for a net gain of $0.5 million, which is recorded in Other income (expenses), net in the Company’s Condensed Consolidated Statements of Operations.
Note 8 – Share-Based Compensation
The Company recognized the following share-based compensation expense in its Condensed Consolidated Statements of Operations:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Stock options$35$203$249$837
Non-vested stock awards and restricted stock units2,6722,4297,8007,192
Director stock ownership plan39309956
Performance stock units1,5391,1134,2653,104
  Total share-based compensation expense$4,285$3,775$12,413$11,189
Stock Options
As of September 30, 2024, unrecognized compensation expense related to unvested stock options was $0.1 million, to be recognized over a weighted average remaining period of 0.5 year.
Restricted Stock Awards
During the nine months ended September 30, 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 September 30, 2024, unrecognized compensation expense related to non-vested restricted shares was $2.1 million, to be recognized over a weighted average remaining period of 1.0 year.
Restricted Stock Units
During the nine months ended September 30, 2024, the Company granted 59,678 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 September 30, 2024, unrecognized compensation expense related to non-vested restricted stock units was $7.9 million, to be recognized over a weighted average remaining period of 1.5 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.
12

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 PSUs are 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 PSUs subject to relative TSR performance granted in 2024, the Company made an election to change peer groups to the S&P 1500 Chemical group.
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. During the nine months ended September 30, 2024, the Company granted 21,019 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. During the nine months ended September 30, 2024, the Company granted 20,883 PSUs with a relative TSR condition. These PSUs are valued using a Monte Carlo simulation on the grant date and had a grant-date fair value of $234.19 per unit, which was developed based on the assumptions set forth in the table below:
2024
Grants
Risk-free interest rate4.55%
Dividend yield0.91%
Expected term (years)3.0
As of September 30, 2024, there was approximately $10.7 million of total unrecognized compensation cost related to PSUs, which the Company expects to recognize over a weighted-average period of 2.1 years.
Note 9 – Pension and Other Postretirement Benefits
The components of net periodic benefit cost (income) are as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
Pension BenefitsOther Postretirement BenefitsPension BenefitsOther Postretirement Benefits
20242023202420232024202320242023
Service cost$103$109$$ $319$320$$
Interest cost2,3932,4871514 7,1317,4524651
Expected return on plan assets(2,056)(2,033)(6,104)(6,056)
Actuarial loss (gain) amortization128103(17)(36)380308(76)(95)
Prior service cost (income) amortization618 (4)2126 (12)
Net periodic benefit cost (income)$574 $684$(2)$(26)$1,747 $2,050$(30)$(56)
Employer Contributions
During the nine months ended September 30, 2024, $5.3 million of contributions have been made to the Company’s U.S. and foreign pension plans. Contributions to other postretirement benefit plans were $0.1 million. Taking into consideration current minimum cash contribution requirements, the Company currently expects to make full year cash contributions of approximately $6.5 million to its U.S. and foreign pension plans and approximately $0.2 million to its other postretirement benefit plans.
13

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:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Non-income tax refunds and other related credits$732$913,755 1,339
Income from third party license fees158245$553$891
(Loss) gain on disposals of property, plant, equipment and other assets, net(56)(25)861(91)
Foreign exchange losses, net(949)(2,498)(2,124)(10,049)
Pension and postretirement benefit costs, non-service components(469)(549)(1,398)(1,674)
Facility remediation recoveries, net 1,014
Business interruption insurance proceeds1,000 1,000
Product liability claim (896)
Earnout liability adjustment400400
Other non-operating (expense) income, net(33)2313412
  Total other income (expense), net$783$(2,713)$2,285 $(8,558)
(Loss) gain on disposals of property, plant, equipment and other assets, net, includes the net gains recognized for the sale of certain facilities previously classified as held for sale during the three and nine months ended September 30, 2024. See Note 7 of Notes to the Condensed Consolidated Financial Statements.
Business interruption insurance proceeds during the three and nine months ended September 30, 2024 reflects an insurance recovery of $1.0 million related to production losses due to an electrical fire in 2021 that resulted in temporary shutdown of production at one of the Company’s production facilities. See Note 18 for additional discussion regarding the Company’s business interruption claims.
Facility remediation recoveries, net, during the nine months ended September 30, 2023, reflect insurance recoveries of costs for remediation and restoration of property damage. See Note 18 for additional discussion regarding the Company’s insurance recoveries for facility remediation and property damage.
Product liability claim costs represents expense related to the payments by the Company in connection with a product liability dispute with a customer during the nine months ended September 30, 2024.
Note 11 – Income Taxes
The Company’s effective tax rates for the three and nine months ended September 30, 2024 were 28.9% and 29.7%, respectively, compared to 30.9% and 31.1% for the three and nine months ended September 30, 2023, respectively. The Company’s effective tax rates for the three months ended September 30, 2024 was largely driven by the mix of pre-tax earnings, withholding taxes, and changes in uncertain tax positions offset by return to provision adjustments. The effective tax rate for the nine months ended September 30, 2024 was further impacted by certain one-time charges related to an intercompany intangible asset transfer offset by changes in uncertain tax positions. Comparatively, the effective tax rates for the three and nine months ended September 30, 2023 were largely impacted by the mix of pre-tax earnings, changes to the valuation allowance for and the usage of certain foreign tax credits, return to provision adjustments and withholding taxes, partially offset by changes in uncertain tax positions.
14

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
September 30,
Nine Months Ended
September 30,
2024202320242023
Basic earnings per common share
Net income attributable to Quaker Chemical Corporation$32,346 $33,670 $102,458 $92,550 
Less: income allocated to participating securities(85)(164)(359)(464)
Net income available to common shareholders$32,261 $33,506 $102,099 $92,086 
Basic weighted average common shares outstanding17,837,85817,908,75417,889,16817,889,444
Basic earnings per common share$1.81 $1.87 $5.71 $5.15 
Diluted earnings per common share
Net income attributable to Quaker Chemical Corporation$32,346 $33,670 $102,458 $92,550 
Less: income allocated to participating securities(85)(164)(358)(464)
Net income available to common shareholders$32,261 $33,506 $102,100 $92,086 
Basic weighted average common shares outstanding17,837,85817,908,75417,889,16817,889,444
Effect of dilutive securities26,47712,52020,79916,709
Diluted weighted average common shares outstanding17,864,33517,921,27417,909,96717,906,153
Diluted earnings per common share$1.81 $1.87 $5.70 $5.14 
Certain stock options, restricted stock units, and PSUs are not included in the diluted earnings per share calculation when the effect would be anti-dilutive. The number of anti-dilutive shares was 19,374 and 31,377 for the three and nine months ended September 30, 2024, respectively, and 11,598 and 10,453 for the three and nine months ended September 30, 2023, respectively.
Note 13 – Goodwill and Other Intangible Assets
Changes in the carrying amount of goodwill for the nine months ended September 30, 2024 were as follows:
AmericasEMEAAsia/PacificTotal
Balance as of December 31, 2023$283,103$65,940$163,475$512,518
Goodwill additions 16,448 5,511 21,959
Currency translation adjustments(3,748)(215)2,009 (1,954)
Balance as of September 30, 2024$279,355$82,173$170,995$532,523
Gross carrying amounts and accumulated amortization for definite-lived intangible assets were as follows:
Gross Carrying
Amount
Accumulated
Amortization
Net Book Value
September 30, 2024December 31, 2023September 30, 2024December 31, 2023September 30, 2024December 31, 2023
Customer lists and rights to sell$856,919$841,562$281,935$243,872$574,984$597,690
Trademarks, formulations and product technology167,736161,61362,73455,879105,002105,734
Other5,8425,8925,7415,776101116
Total definite-lived intangible assets$1,030,497$1,009,067$350,410$305,527$680,087$703,540
15

Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
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
September 30,
Nine Months Ended
September 30,
2024202320242023
Amortization expense$14,630 $14,529 $43,845 $43,734 
Estimated annual aggregate amortization expense for the current year and subsequent five years is as follows:
For the remainder of 2024$15,373
For the year ended December 31, 202558,606
For the year ended December 31, 202658,308
For the year ended December 31, 202757,968
For the year ended December 31, 202857,486
For the year ended December 31, 202956,397
As of September 30, 2024 and December 31, 2023, the Company had indefinite-lived intangible assets for trademarks and tradenames totaling $194.7 million and $193.2 million, respectively.
Note 14 – Debt
The following table sets forth the components of the Company’s debt:
As of September 30, 2024As of December 31, 2023
Interest
Rate
Outstanding
Balance
Interest
Rate
Outstanding
Balance
Credit Facilities:
Revolver4.50%$61,404 5.13%$30,904 
U.S. Term Loan6.32%515,543 6.71%561,250 
Euro Term Loan4.50%151,137 5.13%152,366 
Industrial development bonds5.26%10,000 5.26%10,000 
Bank lines of credit and other debt obligationsVarious2,561 Various1,092 
Total debt$740,645 $755,612 
Less: debt issuance costs(1,210)(1,545)
Less: short-term and current portion of long-term debts(38,787)(23,444)
Total long-term debt$700,648 $730,623 
Credit facilities
In 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 September 30, 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.
16

Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
The weighted average variable interest rates incurred on the outstanding borrowings under the Credit Facility during the three and nine months ended September 30, 2024 were approximately 6.1% and 6.2%, respectively. As of September 30, 2024, the interest rate on the outstanding borrowings under the Credit Facility was approximately 5.8%. 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 $436 million, which is net of bank letters of credit of approximately $3 million, as of September 30, 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 September 30, 2024, the aggregate interest rate on the swaps, including the fixed base rate plus the applicable margin, was approximately 4.9%. See Note 17 of Notes to Condensed Consolidated Financial Statements.
The Company capitalized third-party and credit debt issuance costs attributed to the Euro Term Loan, U.S. Term Loan and Revolver in connection to the amended Credit Facility during the second quarter of 2022. Capitalized costs attributed to the Euro Term Loan and U.S. Term Loan are recorded as a direct offset of Long-term debt on the Condensed Consolidated Balance Sheet. Capitalized costs attributed to the Revolver are 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 September 30, 2024, the Company had $1.2 million of debt issuance costs recorded as an offset of Long-term debt and $2.6 million of debt issuance costs recorded within Other assets. Comparatively, as of December 31, 2023, the Company had $1.5 million of debt issuance costs recorded as an offset of Long-term debt and $3.3 million of debt issuance costs recorded within Other assets.
Industrial development bonds
As of September 30, 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 finance lease obligations. Total unused capacity under these arrangements as of September 30, 2024 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 September 30, 2024 were approximately $7 million.
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
September 30,
Nine Months Ended
September 30,
2024202320242023
Interest expense, net$10,774 $12,598 $33,585 $40,863 
Amortization of debt issuance costs353 353 1,059 1,059 
  Total$11,127 $12,951 $34,644 $41,922 
Based on the variable interest rates associated with the Credit Facility, as of September 30, 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.
17

Quaker Chemical Corporation
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited; Dollars in thousands, except per share amounts, unless otherwise stated)
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
Gain (Loss) in
Available-for-
Sale Securities
Derivative
Instruments
Total
Balance as of June 30, 2024$(159,574)$(10,259)$334 $3,737 $(165,762)
Other comprehensive income (loss) before Reclassifications41,535 (858)411 (5,226)35,862 
Amounts reclassified from AOCI 164   164 
Related tax amounts 172 (86)1,202 1,288 
Balance as of September 30, 2024$(118,039)$(10,781)$659 $(287)$(128,448)
Balance as of June 30, 2023$(130,738)$(4,024)$91 $4,563 $(130,108)
Other comprehensive (loss) income before Reclassifications(25,501)304 (802)1,612 (24,387)
Amounts reclassified from AOCI 71 (4) 67 
Related tax amounts (94)169 (371)(296)
Balance as of September 30, 2023$(156,239)$(3,743)$(546)$5,804 $(154,724)
Currency
Translation
Adjustments
Defined
Benefit
Pension
Plans
Unrealized Gain
(Loss) in
Available-for-
Sale Securities
Derivative
Instruments
Total
Balance as of December 31, 2023$(115,417)$(10,738)$333 $1,407 $(124,415)
Other comprehensive (loss) income before reclassifications(2,622)(425)416 (2,200)(4,831)
Amounts reclassified from AOCI 373 (4) 369 
Related tax amounts 9 (86)506 429 
Balance as of September 30, 2024$(118,039)$(10,781)$659 $(287)$(128,448)
Balance as of December 31, 2022$(132,161)$(4,595)$(1,484)$ $(138,240)
Other comprehensive (loss) income before reclassifications(24,078)915 640 7,538 (14,985)
Amounts reclassified from AOCI 225 547  772 
Related tax amounts (288)(249)(1,734)(2,271)
Balance as of September 30, 2023$(156,239)$(3,743)$(546)$5,804 $(154,724)
All reclassifications related to unrealized gain (loss) 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

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 September 30, 2024 and December 31, 2023.
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 derivative 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 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 September 30, 2024 were entered into as hedges of Japanese yen and Mexican peso against the U.S. dollar and had the following notional U.S. dollar values:
CurrencySeptember 30,
2024
Mexican Peso$13,700 
Japanese Yen10,000 
$23,700 
Open foreign exchange forward contracts as of September 30, 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 with any unrealized gains or losses included in AOCI to the extent effective and reclassified to interest expense in the period during which the hedged transactions affect 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 instrumentsCondensed Consolidated Balance Sheets LocationSeptember 30,
2024
December 31,
2023
Interest rate swaps:Other accrued liabilities$373 $ 
Other non-current assets 1,828 
Foreign currency forward contracts:Other accrued liabilities71 159 
The following table presents the net unrealized (loss) gain deferred to AOCI:
Derivatives designated as cash flow hedgesSeptember 30,
2024
December 31,
2023
Interest rate swapsAOCI$(287)$1,407 
19

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 location and the amount of net gain or loss recognized in the Company’s Condensed Consolidated Statements of Operations related to derivative instruments:
Three Months Ended
September 30,
Nine Months Ended
September 30,
Derivative instrumentsCondensed Consolidated Statements of Operations2024202320242023
Interest rate swapsInterest expense, net$1,295 $1,198 $3,854 $2,259 
Foreign exchange forward contractsOther (expense) income, net(1,308)(29)(2,040)2,107 
   Total$(13)$1,169 $1,814 $4,366 
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 and nine months ended September 30, 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 $6 million as of September 30, 2024 and December 31, 2023, respectively, for these ongoing matters.
The Company previously disclosed in its 2023 Form 10-K that one of its North American production facilities experienced an electrical fire in 2021 that resulted in property damage and the temporary shutdown of production. The Company and its insurance carrier reviewed the impact of the electrical fire on the production facility’s operations as it relates to a potential business interruption insurance claim. In July 2024, the Company and its insurance carrier settled this claim for $1.0 million.
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 and nine months ended September 30, 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.

20

Quaker Chemical Corporation
Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
As used in this 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.
Executive Summary
Quaker Houghton is the global leader in industrial process fluids. With a presence around the world, including operations in over 25 countries, our customers include thousands of the world’s most advanced and specialized steel, aluminum, automotive, aerospace, offshore, container, mining, and metalworking companies. Our high-performing, innovative and sustainable solutions are backed by best-in-class technology, deep process knowledge, and customized services. Quaker Houghton is headquartered in Conshohocken, Pennsylvania, located near Philadelphia in the U.S.
Net sales in the third quarter of 2024 were $462.3 million, a decrease of 6% compared to $490.6 million in the third quarter of 2023. This was primarily driven by a decrease in selling price and product mix of approximately 4%, a decrease in sales volumes of 1%, and an unfavorable impact from foreign currency translation of 1%. The decrease in selling price and product mix was primarily attributable to the impact of our index-based customer contracts. The decline in sales volumes was primarily a result of a continuation of soft end market conditions compared to the prior year, primarily in the Americas and Europe, Middle East and Africa (“EMEA”) segments, partially offset by an increase in sales volumes in the Asia/Pacific segment, continued new business wins across all segments and a contribution from acquisitions in the EMEA and Asia/Pacific segments.
The Company generated net income in the third quarter of 2024 of $32.3 million, or $1.81 per diluted share, compared to net income of $33.7 million, or $1.87 per diluted share in the third quarter of 2023. Excluding non-recurring and non-core items in each period, the Company’s third quarter 2024 non-GAAP net income and earnings per diluted share were $34.0 million and $1.89 compared to $36.9 million and $2.05, respectively, in the prior year. The decrease in current quarter earnings was primarily driven by lower net sales, partially offset by lower selling, general, and administrative expenses (“SG&A”) and lower interest expense. The Company’s current quarter adjusted EBITDA was $78.6 million compared to $84.4 million in the third quarter of 2023, primarily driven by lower net sales as described above. See the Non-GAAP Measures section of this Item below, as well as other items discussed in the Company’s Consolidated Operations Review in the Operations section of this Item, below.
The Company’s third quarter 2024 operating performance in each of its three reportable segments: (i) Americas; (ii) EMEA; and (iii) Asia/Pacific, reflects similar drivers to that of the Company’s consolidated performance. Operating earnings for all three segments decreased compared to the prior year quarter, primarily driven by a decrease in net sales in the Americas and EMEA segments and a slight decline in operating margin in the Asia/Pacific segment. Additional details of each segment’s operating performance are further discussed in the Company’s Reportable Segments Review, in the Operations section of this Item, below.
Net cash flows provided by operating activities were $141.5 million in the first nine months of 2024 compared to $199.5 million in the first nine months of 2023. The lower operating cash flow year-over-year reflects an increase in the net cash outflows from working capital in the first nine months of 2024. The key drivers of the Company’s operating cash flow and working capital are further discussed in the Company’s Liquidity and Capital Resources section of this Item, below.
Overall, the Company’s results in the third quarter of 2024 reflects the Company’s continued execution on its financial and operational priorities despite softer end market conditions that have impacted the Company’s customers and end markets.
Critical Accounting Policies and Estimates
Our significant accounting policies are described in “Management’s Discussion and Analysis” and “Note 1 – Significant Accounting Policies” to the Consolidated Financial Statements in our 2023 Form 10-K. There have been no material changes to the critical accounting policies and estimates previously disclosed in its 2023 Form 10-K remain materially consistent.
Recently Issued Accounting Standards
See Note 3 of Notes to Condensed Consolidated Financial Statements in Item 1 of this Report for a discussion regarding recently issued accounting standards.
Liquidity and Capital Resources
As of September 30, 2024, we had cash and cash equivalents of $212.1 million. Total cash and cash equivalents were $194.5 million as of December 31, 2023. The approximately $17.5 million increase in cash and cash equivalents was the net result of $141.5 million of cash provided by operating activities, offset by $67.0 million of cash used in financing activities, $55.8 million of cash used in investing activities and an unfavorable impact of foreign currency translation of approximately $1.1 million.
21

Quaker Chemical Corporation
Management’s Discussion and Analysis
Net cash flows provided by operating activities were $141.5 million in the first nine months of 2024 compared to $199.5 million in the first nine months of 2023. The decrease in net operating cash flow year-over-year reflects higher cash outflows from working capital in 2024, driven by an outflow from Inventory due to timing of sales and orders and higher Accounts payable and accrued liabilities outflows due primarily to higher incentive compensation payments in the current year.
Net cash flows used in investing activities were $55.8 million in the first nine months of 2024 compared to $25.8 million in the first nine months of 2023. The increase in cash used in investing activities year-over-year is primarily the result of payments in the current year related to the acquisitions of the Sutai Group (“Sutai”) and I.K.V. Tribologie IKVT and its subsidiaries (“IKV”), partially offset by lower capital expenditures. See Note 2 of Notes to Condensed Consolidated Financial Statements in Item 1 of this Report for further information about business acquisitions.
Net cash flows used in financing activities were $67.0 million in the first nine months of 2024 compared to net cash flows used in financing activities of $150.5 million in the first nine months of 2023. The decrease in net cash outflows was primarily related to $30.5 million of net borrowings on the Company’s revolving credit facility in the first nine months of 2024 compared to $112.8 million of net repayments in the first nine months of 2023. In addition, during the first nine months of 2024, the Company made payments of approximately $48.6 million to reduce its long-term debt, a $34.5 million, or 71%, increase compared to the prior year period. Also, the Company made payments of approximately $22.9 million for repurchases of its common stock under its share repurchase program during the first nine months of 2024. The Company also paid $24.5 million of cash dividends during the first nine months of 2024, a $1.1 million, or 5%, increase compared to the prior year period.
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. The Credit Facility contains affirmative and negative covenants, financial covenants and events of default. Financial covenants contained in the Credit Facility include a consolidated interest coverage ratio test and a consolidated net leverage ratio test. As of September 30, 2024, the Company was in compliance with all of the Credit Facility covenants. Refer to the description of the Company’s primary Credit Facility in Note 19 of Notes to Consolidated Financial Statements in its 2023 Form 10-K.
As of September 30, 2024 and December 31, 2023, the Company had Credit Facility borrowings outstanding of $728.1 million and $744.5 million, respectively. The Company’s other debt obligations are primarily industrial development bonds, bank lines of credit and municipality-related loans, which totaled $12.6 million as of September 30, 2024 and $11.1 million as of December 31, 2023. Total unused capacity under these arrangements, excluding the Credit Facility, as of September 30, 2024 was approximately $35 million. The Company’s total net debt as of September 30, 2024, which consists of total borrowings of $740.6 million less cash and cash equivalents of $212.1 million, was approximately $528.6 million.
The weighted average variable interest rates incurred on the outstanding borrowings under the Credit Facility during the three and nine months ended September 30, 2024 were approximately 6.1% and 6.2%, respectively. As of September 30, 2024, the interest rate on the outstanding borrowings under the Credit Facility was approximately 5.8%. As part of the Credit Facility, in addition to paying interest on the 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 $436 million, which is net of bank letters of credit of approximately $3 million, as of September 30, 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 into an average fixed rate obligation of 3.64% plus an applicable margin as provided in the Credit Facility based on the Company’s consolidated net leverage ratio. As of September 30, 2024, the aggregate interest rate on the swaps, including the fixed base rate plus the applicable margin, was approximately 4.9%. See Note 17 of Notes to Condensed Consolidated Financial Statements in Item 1 of this Report for further information.
22

Quaker Chemical Corporation
Management’s Discussion and Analysis
In connection with executing the original credit facility in 2019 and the amended Credit Facility during the second quarter of 2022, the Company capitalized certain third-party and creditor debt issuance costs. Costs attributed to the Euro Term Loan and U.S. Term Loan were recorded as a direct offset of Long-term debt on the Condensed Consolidated Balance Sheet. Costs attributed to the Revolver were recorded within Other assets on the Condensed Consolidated Balance Sheet. These capitalized costs are collectively being amortized into Interest expense over the five-year term of the Credit Facility. As of September 30, 2024, the Company had $1.2 million of debt issuance costs recorded as an offset of Long-term debt on the Condensed Consolidated Balance Sheets and $2.6 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 Sheet in Item 1 of this Report.
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. During the first nine months of 2024, the Company entered into and settled forward contracts resulting in other expense of $2.0 million as compared to $2.1 million of other income during the first nine months of 2023. See Note 17 of Notes to Condensed Consolidated Financial Statements in Item 1 of this Report for further information.
During 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. The Company has achieved its initial full run-rate cost savings goal from the global cost and optimization program of approximately $20 million. The program is expected to be substantially complete by the end of the first quarter of 2025. The Company recognized Restructuring and related charges of $4.8 million and $6.0 million for the nine months ended September 30, 2024, and 2023, respectively, under this program. The Company made cash payments related to the settlement of restructuring liabilities under the program during the first nine months of 2024 of approximately $6.4 million compared to $7.9 million in the first nine months of 2023. The Company expects total one-time cash costs of this program to be approximately 1 to 1.5 times annualized savings. See Note 7 of Notes to Condensed Consolidated Financial Statements in Item 1 of this Report for further information.
As of September 30, 2024, the Company’s gross liability for uncertain tax positions, including interest and penalties, was $20.4 million. The Company cannot determine a reliable estimate of the timing of cash flows by period related to its uncertain tax position liability. However, should the entire liability be paid, the amount of the payment may be reduced by up to $6.9 million as a result of offsetting benefits in other tax jurisdictions.
As previously disclosed in the Company’s 2023 Form 10-K, on February 28, 2024, the Board of Directors of the Company approved a new share repurchase program (“2024 Share Repurchase Program”), authorizing the Company to repurchase up to an aggregate of $150 million of the Company’s outstanding common stock and replacing the prior share repurchase program. The 2024 Share Repurchase Program was effective immediately and has no expiration date. The Company made certain repurchases under the 2024 Repurchase Program during the nine months ended September 30, 2024, as mentioned above. See Item 2 within Part II of this Report for further information.
The Company previously disclosed in its 2023 Form 10-K that one of its North American production facilities experienced an electrical fire in 2021 that resulted in property damage and the temporary shutdown of production. The Company and its insurance carrier reviewed the impact of the electrical fire on the production facility’s operations as it relates to a potential business interruption insurance claim. In July 2024, the Company and its insurance carrier settled this claim for $1.0 million.
The Company believes that its existing cash, anticipated cash flows from operations and available liquidity will be sufficient to support its operating requirements and fund its business objectives for at least the next twelve months, including but not limited to, payments of dividends to shareholders, share repurchases, capital expenditures, other growth opportunities (including potential acquisitions), pension plan contributions, implementing actions to achieve the Company’s sustainability goals and other potential known or anticipated contingencies. The Company also believes it has sufficient additional liquidity to support its operating requirements and to fund its business obligations for the period beyond the next twelve months, including the aforementioned items which are expected to recur annually, as well as future principal and interest payments on the Company’s Credit Facility, tax obligations and other long-term liabilities. The Company’s liquidity is affected by many factors, some based on normal operations of our business and others related to the impact of the pandemic and other global events on our business and on global economic conditions as well as industry uncertainties, which we cannot predict. We also cannot predict economic conditions and industry downturns or the timing, strength or duration of recoveries. We may seek, as we believe appropriate, additional debt or equity financing that would provide capital for corporate purposes, working capital funding, additional liquidity needs or to fund future growth opportunities, including possible acquisitions and organic investments. The timing and amount of potential capital requirements cannot be determined at this time and will depend on a number of factors, including the actual and projected demand for our products, specialty chemical industry conditions, competitive factors, and the condition of financial markets, among others.
23

Quaker Chemical Corporation
Management’s Discussion and Analysis
Non-GAAP Measures
The information in this Form 10-Q includes non-GAAP financial information that includes EBITDA, adjusted EBITDA, adjusted EBITDA margin, non-GAAP operating income, non-GAAP operating margin, taxes on income before equity in net income of associated companies – adjusted, non-GAAP net income and non-GAAP earnings per diluted share. The Company believes these non-GAAP financial measures provide meaningful supplemental information as they enhance a reader’s understanding of the Company’s financial performance and facilitate a comparison among fiscal periods, as the non-GAAP financial measures exclude items that are not considered indicative of future operating performance or not considered core to the Company’s operations. Non-GAAP results are presented for supplemental informational purposes only and should not be considered a substitute for the financial information presented in accordance with GAAP. In addition, our definitions of EBITDA, adjusted EBITDA, adjusted EBITDA margin, non-GAAP operating income, non-GAAP operating margin, taxes on income before equity in net income of associated companies – adjusted, non-GAAP net income and non-GAAP earnings per diluted share, as discussed and reconciled below to the most comparable respective GAAP measures, may not be comparable to similarly named measures reported by other companies.
The Company presents EBITDA, which is calculated as net income attributable to the Company before depreciation and amortization, interest expense, net, and taxes on income before equity in net income of associated companies. The Company also presents adjusted EBITDA, which is calculated as EBITDA plus or minus certain items that are not considered indicative of future operating performance or not considered core to the Company’s operations. In addition, the Company presents non-GAAP operating income, which is calculated as operating income plus or minus certain items that are not considered indicative of future operating performance or not considered core to the Company’s operations. Adjusted EBITDA margin and non-GAAP operating margin are calculated as the percentage of adjusted EBITDA and non-GAAP operating income to consolidated net sales, respectively. The Company believes these non-GAAP measures provide transparent and useful information and are widely used by investors, analysts, and peers in our industry as well as by management in assessing the operating performance of the Company on a consistent basis.
Additionally, the Company presents non-GAAP net income and non-GAAP earnings per diluted share as additional performance measures. Non-GAAP net income is calculated as adjusted EBITDA, defined above, less depreciation and amortization, interest expense, net, and taxes on income before equity in net income of associated companies, in each case adjusted, as applicable, for any depreciation, amortization, interest or tax impacts resulting from the non-core items identified in the reconciliation of net income attributable to the Company to adjusted EBITDA. Non-GAAP earnings per diluted share is calculated as non-GAAP net income per diluted share as accounted for under the “two-class share method.” The Company believes that non-GAAP net income and non-GAAP earnings per diluted share provide transparent and useful information and are widely used by investors, analysts, and peers in our industry as well as by management in assessing the operating performance of the Company on a consistent basis.
Certain of the prior period non-GAAP financial measures presented in the following tables have been adjusted to conform with current period presentation. The following tables reconcile the Company’s non-GAAP financial measures (unaudited) to their most directly comparable GAAP (unaudited) financial measures (dollars in thousands unless otherwise noted, except per share amounts):
Non-GAAP Operating Income and Margin ReconciliationsThree Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Operating income$51,718 $59,518 $165,693 $166,242 
Restructuring and related charges, net (a)2,610 1,019 4,787 6,034 
Strategic planning (credits) expenses (b)(181)1,093 (290)3,759 
Customer insolvency costs (g)— — 1,522 — 
Other charges (d)43 206 1,535 855 
Non-GAAP operating income$54,190 $61,836 $173,247 $176,890 
Non-GAAP operating margin (%) (m)11.7 %12.6 %12.4 %11.9 %
24

Quaker Chemical Corporation
Management’s Discussion and Analysis
EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Non-GAAP Net Income ReconciliationsThree Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Net income attributable to Quaker Chemical Corporation$32,346 $33,670 $102,458 $92,550 
Depreciation and amortization (k)21,423 20,866 63,907 62,210 
Interest expense, net10,347 12,781 31,925 38,744 
Taxes on income before equity in net income of associated companies (l)12,167 13,593 40,453 36,956 
EBITDA76,283 80,910 238,743 230,460 
Equity income in a captive insurance company (e)(285)(756)(1,266)(748)
Restructuring and related charges, net (a)2,610 1,019 4,787 6,034 
Strategic planning (credits) expenses (b)(181)1,093 (290)3,759 
Customer insolvency costs (g)— — 1,522 — 
Facility remediation recoveries (c)— — — (1,014)
Product liability claim costs (h)— — 896 — 
Business interruption insurance proceeds (i)(1,000)— (1,000)— 
Currency conversion impacts of hyper-inflationary economies (f)624 1,229 333 2,869 
Other charges (d)511 886 2,410 2,054 
Adjusted EBITDA$78,562 $84,381 $246,135 $243,414 
Adjusted EBITDA margin (%) (m)17.0 %17.2 %17.6 %16.4 %
Adjusted EBITDA$78,562 $84,381 $246,135 $243,414 
Less: Depreciation and amortization (k)21,423 20,866 63,907 62,210 
Less: Interest expense, net10,347 12,781 31,925 38,744 
Less: Taxes on income before equity in net income of associated companies - adjusted (l)12,811 13,806 40,417 36,766 
Non-GAAP net income$33,981 $36,928 $109,886 $105,694 
Non-GAAP Earnings per Diluted Share ReconciliationsThree Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
GAAP earnings per diluted share attributable to Quaker Chemical Corporation common shareholders$1.81 $1.87 $5.70 $5.14 
Equity income in a captive insurance company per diluted share (e)(0.02)(0.04)(0.07)(0.04)
Restructuring and related charges, net per diluted share (a)0.11 0.04 0.20 0.25 
Strategic planning (credits) expenses per diluted share (b)(0.01)0.04 (0.01)0.17 
Customer insolvency costs per diluted share (g)— — 0.06 — 
Facility remediation recoveries per diluted share (c)— — — (0.05)
Product liability claim costs per diluted share (h)— — 0.04 — 
Business interruption insurance proceeds per diluted share (i)(0.04)— (0.04)— 
Currency conversion impacts of hyper-inflationary economies per diluted share (f)0.04 0.07 0.02 0.16 
Other charges per diluted share (d)0.02 0.04 0.10 0.08 
Impact of certain discrete tax items per diluted share (j)(0.02)0.03 0.11 0.16 
Non-GAAP earnings per diluted share (n)$1.89 $2.05 $6.11 $5.87 
(a)Restructuring and related charges, net represent the costs incurred by the Company associated with the Company’s restructuring program. These costs are not indicative of the future operating performance of the Company. See Note 7 of Notes to Condensed Consolidated Financial Statements, which appears in Item 1 of this Report, for additional information.
25

Quaker Chemical Corporation
Management’s Discussion and Analysis
(b)Strategic planning (credits) expenses include consultant and advisory (credits) costs incurred in connection with long-term strategic planning, as well as planning to further optimize the Company’s footprint, processes and functions. These credits and costs recorded in SG&A are not indicative of the future operating performance of the Company.
(c)Facility remediation recoveries represent insurance recoveries of costs incurred for remediation and restoration of property damage to certain of the Company’s facilities. These costs and recoveries recorded in Other income (expense), net, are non-recurring and are not indicative of the future operating performance of the Company. There were no such gains recognized for the three and nine months ended September 30, 2024. See Note 10 of Notes to Condensed Consolidated Financial Statements, which appears in Item 1 of this Report.
(d)Other charges include executive transition costs, charges incurred by an inactive subsidiary of the Company as a result of the termination of restrictions on insurance settlement reserves, net gains recognized for the sale of certain facilities previously classified as held for sale, non-service components of the Company’s pension and postretirement net periodic benefit income and expense, and certain legal, financial, and other advisory and consultant costs and indemnification asset related and earnout adjustments incurred in connection with the Company’s recent acquisitions. See Notes 2, 9, and 10 of Notes to Condensed Consolidated Financial Statements, which appear in Item 1 of this Report.
(e)Equity income in a captive insurance company represents the after-tax income attributable to the Company’s interest in Primex, Ltd. (“Primex”), a captive insurance company. The Company holds a 32% investment in and has significant influence over Primex, and therefore accounts for this interest under the equity method of accounting. The income attributable to Primex is not indicative of the future operating performance of the Company and is not considered core to the Company’s operations.
(f)Currency conversion impacts of hyper-inflationary economies represents the foreign currency remeasurement impacts associated with the Company’s affiliates in Argentina and Türkiye whose local economies are designated as hyper-inflationary under U.S. GAAP. These pre-tax foreign currency remeasurement impacts are not deductible for tax purposes for both the three and nine months ended September 30, 2024 and 2023. The charges incurred relate to the immediate recognition of foreign currency remeasurement in the Condensed Consolidated Statements of Operations and are not indicative of the future operating performance of the Company. See Note 1 of Notes to Condensed Consolidated Financial Statements, which appears in Item 1 of this Report.
(g)Customer insolvency costs represent charges associated with a specific reserve for trade accounts receivable within the Company’s EMEA reportable segment related to a specific customer that filed for bankruptcy protection. These expenses are not indicative of the future operating performance of the Company.
(h)Product liability claim represents expense related to the payments by the Company in connection with a product liability dispute with a customer during the nine months ended September 30, 2024. See Note 10 of Notes to Condensed Consolidated Financial Statements, which appears in Item 1 of this Report.
(i)Business interruption insurance proceeds reflects an insurance claim settlement receipt for the three and nine months ended September 30, 2024 related to production losses due to an electrical fire in 2021 that resulted in the temporary shutdown of production at one of the Company’s production facilities. See Note 18 of Notes to Condensed Consolidated Financial Statements, which appears in Item 1 of this Report.
(j)The impacts of certain discrete tax items include certain impacts of tax law changes, valuation allowance adjustments, uncertain tax positions and prior year true-ups, and the impact on certain intercompany asset transfers. The Company does not believe these items are core or indicative of future performance of the Company. See Note 11 of Notes to Condensed Consolidated Financial Statements, which appears in Item 1 of this Report.
(k)Depreciation and amortization for the three and nine months ended September 30, 2024 and 2023 includes approximately $0.2 million and $0.7 million, respectively, and $0.3 million and $0.8 million, respectively, of amortization expense recorded within equity in net income of associated companies in the Company’s Condensed Consolidated Statements of Operations, which is attributable to the amortization of the fair value step up for the Company’s 50% interest in a joint venture in Korea as a result of required purchase accounting adjustments.
(l)Taxes on income before equity in net income of associated companies – adjusted presents the impact of any current and deferred income tax expense (benefit), as applicable, of the reconciling items presented in the reconciliation of net income attributable to Quaker Chemical Corporation to adjusted EBITDA and was determined utilizing the applicable rates in the taxing jurisdictions in which the adjustments occurred, subject to deductibility.
(m)The Company calculates adjusted EBITDA margin and non-GAAP operating margin as the percentage of adjusted EBITDA and non-GAAP operating income to consolidated net sales.
26

Quaker Chemical Corporation
Management’s Discussion and Analysis
(n)The Company calculates non-GAAP earnings per diluted share as non-GAAP net income attributable to the Company divided by the weighted average number of diluted shares outstanding using the “two-class share method.”
Off-Balance Sheet Arrangements
The Company’s off-balance sheet items outstanding as of September 30, 2024 include approximately $7 million of bank letters of credit and guarantees. The bank letters of credit and guarantees are not significant to the Company’s liquidity or capital resources. See Note 14 of Notes to Condensed Consolidated Financial Statements in Item 1 of this Report.
Operations
Consolidated Operations Review – Comparison of the Third Quarter of 2024 with the Third Quarter of 2023
Net sales were $462.3 million in the third quarter of 2024 compared to $490.6 million in the third quarter of 2023. The net sales decrease of $28.2 million, or 6%, year-over-year reflects a decrease in selling price and product mix of approximately 4%, a decline in sales volumes of approximately 1%, and an unfavorable impact from foreign currency translation of 1%. The decrease in selling price and product mix was primarily attributable to the impact of our index-based customer contracts. The decline in sales volumes was primarily the result of a continuation of soft end market conditions, primarily in the Americas and EMEA segments, partially offset by an increase in sales volumes in the Asia/Pacific segment, continued new business wins across all segments and a contribution from acquisitions in the EMEA and Asia/Pacific segments.
Cost of goods sold (“COGS”) was $289.7 million in the third quarter of 2024 compared to $307.3 million in the third quarter of 2023, a decrease of approximately $17.6 million, or 6%. The decrease in COGS reflects lower spend on the decline in current year sales volumes and a decrease in the Company’s global raw material costs.
Gross profit was $172.5 million in the third quarter of 2024 compared to $183.3 million in the third quarter of 2023, a decrease of $10.8 million, or 6% primarily due to the decline in sales as mentioned above. The Company’s reported gross margin in the third quarter of 2024 was 37.3% compared to 37.4% in the third quarter of 2023.
SG&A expense was $118.2 million in the third quarter of 2024 compared to $122.8 million in the third quarter of 2023, a decrease of approximately $4.7 million, or 4%, driven by lower incentive compensation and strategic planning costs, offset by an increase in SG&A relating to the IKV and Sutai acquisitions.
The Company incurred Restructuring and related charges of $2.6 million and $1.0 million during the third quarter of 2024 and 2023, respectively, related to reductions in headcount and facility closure costs under the Company’s restructuring program. See the Non-GAAP Measures section of this Item above and Note 7 of Notes to Condensed Consolidated Financial Statements, which appears in Item 1 of this report, for additional information.
Operating income in the third quarter of 2024 was $51.7 million compared to $59.5 million in the third quarter of 2023. Excluding non-recurring and non-core expenses that are not indicative of the future operating performance of the Company described in the Non-GAAP Measures section of this Item, above, the Company’s non-GAAP operating income was $54.2 million in the third quarter of 2024 and $61.8 million in the third quarter of 2023. The decrease was primarily due to lower sales, partially offset by lower SG&A expenses, as described above.
The Company had Other income, net of $0.8 million in the third quarter of 2024 as compared to Other expense, net of $2.7 million in the third quarter of 2023. Both the third quarter of 2024 and 2023 included foreign exchange transaction losses, which were higher in the prior year. The third quarter of 2024 also included a business interruption insurance recovery of $1.0 million, other income from non-income tax credits of $0.7 million and other income of $0.4 million relating to adjustments to the earnout provisions for the Sutai acquisition.
Interest expense, net, was $10.3 million in the third quarter of 2024 compared to $12.8 million in the third quarter of 2023, a decrease of approximately $2.4 million, primarily as a result of decreases in interest rates and lower outstanding borrowings.
27

Quaker Chemical Corporation
Management’s Discussion and Analysis
The Company’s effective tax rates for the third quarters of 2024 and 2023 were 28.9% and 30.9%, respectively. The Company’s effective tax rate for the third quarter of 2024 was largely driven by the mix of pre-tax earnings, withholding taxes, and changes in uncertain tax positions offset by return to provision adjustments. Comparatively, the effective tax rate for the third quarter of 2023 was largely driven by the mix of pre-tax earnings, changes to the valuation allowance for and the usage of certain foreign tax credits, and return to provision adjustments, withholding taxes, and changes in uncertain tax positions. Excluding the impact of non-core items in each quarter, described in the Non-GAAP Measures section of this Item above, the Company estimates that its effective tax rates for the third quarters of 2024 and 2023 would have been approximately 29% and 28%, respectively. The Company may experience continued volatility in its effective tax rates due to several factors, including the timing of tax audits, the expiration of applicable statutes of limitations as they relate to uncertain tax positions, the unpredictability of timing and amount of certain incentives in various tax jurisdictions, and the timing and amount of certain share-based compensation-related tax benefits, among other factors. In addition, the foreign tax credit valuation allowance, or absence thereof, is based on a number of factors, including forecasted mix of earnings, which may vary.
Equity in net income of associated companies was $2.4 million in the third quarter of 2024 compared to $3.3 million in the third quarter of 2023, a decrease of $0.9 million, primarily due to lower current year income from the Company’s equity interest in Primex and the Company’s 50% equity interest in a joint venture in Korea.
Net income attributable to noncontrolling interest was less than $0.1 million in the third quarter of 2024 and 2023.
Consolidated Operations Review – Comparison of the First Nine Months of 2024 with the First Nine Months of 2023
Net sales were $1,395.6 million in the first nine months of 2024 compared to $1,486.2 million in the first nine months of 2023. The net sales decrease of $90.6 million, or 6%, year-over-year reflects decreases in selling price and product mix of approximately 5%, a decline in sales volumes of approximately 1%, and an unfavorable impact from foreign currency translation of less than 1%. The decrease in selling price and product mix was primarily attributable to the impact of our index-based customer contracts. The decline in sales volumes was primarily a result of a continuation of soft end market conditions compared to the prior year, primarily in the Americas and EMEA segments, partially offset by an increase in sales volumes in the Asia/Pacific segment, continued new business wins across all segments and a contribution from acquisitions in the EMEA and Asia/Pacific segments.
COGS were $865.8 million in the first nine months of 2024 compared to $951.7 million in the first nine months of 2023. The decrease in COGS of approximately $86.0 million, or 9%, reflects lower spend on the decline in current year sales volumes and a decline in the Company’s global raw material costs.
Gross profit was $529.8 million in the first nine months of 2024 compared to $534.5 million in the first nine months of 2023, a decrease of approximately $4.6 million, or 1%, primarily as a result of the decline in sales as mentioned above, partially offset by a reduction in the Company’s raw material costs. The Company’s reported gross margin in the first nine months of 2024 was 38.0% compared to 36.0% in the first nine months of 2023.
SG&A was $359.4 million in the first nine months of 2024 compared to $362.2 million in to the first nine months of 2023, a decrease of $2.9 million, or 1%, primarily driven by foreign currency translation, offset by an increase in SG&A relating to the IKV and Sutai acquisitions.
The Company incurred Restructuring and related charges of $4.8 million and $6.0 million during the first nine months of 2024 and 2023, respectively, related to reductions in headcount and facility closure costs under the Company’s restructuring program. See the Non-GAAP Measures section of this Item, above.
Operating income in the first nine months of 2024 was $165.7 million compared to $166.2 million in the first nine months of 2023. Excluding non-recurring and non-core expenses that are not indicative of the future operating performance of the Company described in the Non-GAAP Measures section of this Item, above, the Company’s current year non-GAAP operating income decreased to $173.2 million for the first nine months of 2024 compared to $176.9 million in the prior year’s first nine months primarily due to lower gross profit, partially offset by lower SG&A, as described above.
The Company had Other income, net of $2.3 million in the first nine months of 2024 compared to Other expense, net of $8.6 million in the first nine months of 2023, as the Company had lower foreign exchange losses of $2.1 million in the current year compared to losses of $10.0 million in the prior year period. The first nine months of 2024 results also included $3.8 million of non-income tax refunds and other related credits, a $1.0 million business interruption insurance recovery, and a $0.9 million gain recognized for the sale of certain facilities previously classified as held for sale, partially offset by a $0.9 million expense associated with a payment related to a customer product liability dispute, whereas the first nine months of 2023 included $1.0 million of insurance reimbursements related to remediation and restoration of property damage to certain of the Company’s facilities. See the Non-GAAP Measures section of this Item, above.
28

Quaker Chemical Corporation
Management’s Discussion and Analysis
Interest expense, net, of $31.9 million decreased $6.8 million in the first nine months of 2024 compared to $38.7 million in the first nine months of 2023 primarily as a result of lower outstanding borrowings and decreases in interest rates.
The Company’s effective tax rates for the first nine months of 2024 and 2023 were 29.7% and 31.1%, respectively. The Company’s effective tax rate for the nine months ended September 30, 2024 was primarily impacted by the mix of pre-tax earnings, certain one-time charges related to an intercompany intangible asset transfer, and withholding taxes, offset by changes in uncertain tax positions and return to provision adjustments. Comparatively, the effective tax rates for the nine months ended September 30, 2023 were largely impacted by the mix of pre-tax earnings, changes to the valuation allowance for and the usage of certain foreign tax credits, return to provision adjustments, and withholding taxes, partially offset by changes in uncertain tax positions and return to provision adjustments. Excluding the impact of non-core items in each period, described in the Non-GAAP Measures section of this Item, above, the Company estimates that its effective tax rates for the first nine months of 2024 and 2023 would have been approximately 28% in both periods. The Company expects continued volatility in its effective tax rates due to several factors, including the timing and scope of tax audits and the expiration of applicable statutes of limitations as they relate to uncertain tax positions, the unpredictability of the timing and amount of certain incentives in various tax jurisdictions, the treatment of certain acquisition-related costs and the timing and amount of certain share-based compensation-related tax benefits, among other factors. In addition, the foreign tax credit valuation allowance, or absence thereof, is based on a number of factors, including forecasted mix of earnings, which may vary.

Equity in net income of associated companies was $6.9 million in the first nine months of 2024 compared to $10.7 million in the first nine months of 2023. The decrease of $3.7 million was primarily due to lower current year income from the Company’s 50% equity interest in a joint venture in Korea.
Net income attributable to noncontrolling interest was less than $0.1 million in the first nine months of 2024 and 2023.
Reportable Segments Review - Comparison of the Third Quarter of 2024 with the Third Quarter of 2023
The Company’s 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 of the Company assesses performance. The Company has three reportable segments: (i) Americas; (ii) EMEA; and (iii) Asia/Pacific.
Segment operating earnings for the Company’s reportable segments are comprised of net sales less COGS and SG&A directly related to the respective segment’s net sales. Operating expenses not directly attributable to the segments, such as certain corporate and administrative costs and Restructuring and related charges, net, are excluded from segment results. Other items not specifically identified with the Company’s reportable segments include Interest expense, net, and Other income (expense), net.
Americas
Americas represented approximately 48% of the Company’s consolidated net sales in the third quarter of 2024. This segment’s net sales were $220.3 million, a decrease of $25.6 million, or 10%, compared to the third quarter of 2023. This was driven by a decrease in sales volumes of approximately 6%, lower selling price and product mix of approximately 2%, and an unfavorable impact from foreign currency translation of 2%. The current quarter decline in sales volumes compared to the prior year was primarily driven by softer end market conditions broadly across the portfolio, partially offset by new business wins. The decrease in selling price and product mix was primarily attributable to the impact of our index-based customer contracts. The unfavorable foreign exchange impact was primarily due to the strengthening of the U.S. dollar against the Mexican peso and Brazilian real. Segment operating earnings were $62.1 million, a decrease of $7.0 million, or 10%, compared to the third quarter of 2023, driven by lower sales partially offset by improved segment operating margins, driven primarily by lower raw material costs and lower SG&A expense.
EMEA
EMEA represented approximately 29% of the Company’s consolidated net sales in the third quarter of 2024. This segment’s net sales were $134.1 million, a decrease of $5.5 million, or 4%, compared to the third quarter of 2023. This was driven by lower selling price and product mix of approximately 6%, partially offset by an increase in sales volumes of 1% and a favorable impact from foreign currency translation of 1%. The decrease in selling price and product mix was primarily attributable to the impact of our index-based customer contracts. The increase in sales volumes was primarily driven by new business wins and the contribution from the acquisition of IKV which offset softer end market conditions in the region. The favorable foreign currency translation impact was primarily due to the weakening of the U.S. dollar against the Euro. Segment operating earnings were $24.6 million, a decrease of $3.3 million, or 12%, compared to the third quarter of 2023, due to the decline in net sales and lower segment operating margins due to higher raw material and other costs.
29

Quaker Chemical Corporation
Management’s Discussion and Analysis
Asia/Pacific
Asia/Pacific represented approximately 23% of the Company’s consolidated net sales in the third quarter of 2024. This segment’s net sales were $107.9 million, an increase of $2.8 million, or 3%, compared to the third quarter of 2023. This was driven by an increase in sales volumes of 6% and a favorable impact from foreign currency translation of 1%, partially offset by a decrease in selling price and product mix of 4%. The increase in sales volumes was primarily driven by new business wins coupled with a modest improvement in the end market environment and the contribution from the acquisition of Sutai. The decrease in selling price and product mix was primarily attributable to the impact of our index-based customer contracts. The favorable foreign exchange impact was primarily due to the weakening of the U.S. dollar against the Chinese renminbi. Segment operating earnings were $30.7 million, a decrease of $0.3 million, or 1%, compared to the third quarter of 2023 as the increase in net sales was offset by lower segment operating margins due to higher raw material and other costs.
Reportable Segments Review - Comparison of the First Nine Months of 2024 with the First Nine Months of 2023
Americas
Americas represented approximately 48% of the Company’s consolidated net sales in the first nine months of 2024. This segment’s net sales were $673.5 million, a decrease of $77.0 million, or 10%, compared to the first nine months of 2023. This was driven by a decrease in sales volumes of 6%, a decrease in selling price and product mix of 4%, and an unfavorable impact of foreign currency translation of less than 1%. The decrease in selling price and product mix was primarily attributable to the impact of our index-based customer contracts. The decline in sales volumes was primarily driven by softer market conditions and customer order patterns and outages, partially offset by new business wins. The unfavorable foreign exchange impact was primarily due to the strengthening of the U.S. dollar against the Brazilian real during the first nine months of 2024 compared to 2023. The Americas segment’s operating earnings were $193.0 million, a decrease of $11.3 million, or 6%, compared to the first nine months of 2023 primarily driven by lower net sales, partially offset by an improvement in segment operating margins.
EMEA
EMEA represented approximately 29% of the Company’s consolidated net sales in the first nine months of 2024. This segment’s net sales were $410.6 million, a decrease of $25.0 million, or 6%, compared to the first nine months of 2023. This was a result of a decline in selling price and product mix of 4% and a decrease in sales volumes of 2%. The decrease in selling price and product mix was primarily attributable to the year-over-year impact of our index-based customer contracts. The decline in sales volumes was primarily driven by softer market conditions, partially offset by new business wins and the contribution from the acquisition of IKV. The EMEA segment’s operating earnings were $80.9 million, a decrease of $0.2 million, or less than 1 percent, compared to the first nine months of 2023 primarily driven by lower net sales, partially offset by an improvement in segment operating margins.
Asia/Pacific
Asia/Pacific represented approximately 22% of the Company’s consolidated net sales in the first nine months of 2024. This segment’s net sales were $311.5 million, an increase of $11.4 million, or 4%, compared to the first nine months of 2023. This was driven by an increase in sales volumes of 9%, partially offset by lower selling price and product mix of 3% and an unfavorable impact of foreign currency translation of 2%. The increase in sales volumes was primarily driven by new business wins coupled with a more favorable end market environment and the contribution from the acquisition of Sutai compared to the prior year period. The decrease in selling price and product mix was primarily attributable to the year-over-year impact of our index-based customer contracts. The unfavorable foreign exchange impact was primarily due to the strengthening of the U.S. dollar against the Chinese renminbi. The Asia/Pacific segment’s operating earnings were $92.0 million, an increase of $5.4 million, or 6%, compared to the first nine months of 2023 which was primarily driven by an improvement in net sales and segment operating margins.
30

Quaker Chemical Corporation
Management’s Discussion and Analysis
Factors That May Affect Our Future Results
Certain information included in this Report and other materials filed or to be filed by us with the SEC, as well as information included in oral statements or other written statements made or to be made by us, contain or may contain forward-looking statements that fall under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the Securities Act of 1933, as amended. These statements can be identified by the fact that they do not relate strictly to historical or current facts and can generally be identified by words such as “may,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “outlook,” “target,” “possible,” “potential,” “plan” or similar expressions, but these terms are not the exclusive means of identifying such statements. We have based these forward-looking statements on assumptions, projections and expectations about future events that we believe are reasonable based on currently available information, including statements regarding the potential effects of the conflicts in Ukraine and the Middle East, inflation, and global supply chain constraints on the Company’s business, results of operations, and financial condition; our expectation that we will maintain sufficient liquidity and remain in compliance with the terms of the Company’s credit facility; expectations about future demand and raw material costs; and statements regarding the impact of increased raw material costs and pricing initiatives.
These forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, intentions, financial condition, results of operations, future performance, and business, which may differ materially from expectations, estimates and projections of many factors, including, but not limited to:
the timing and extent of the projected impacts on our business of acts of war or terrorism, including the conflicts in Ukraine and the Middle East, and actions taken by various governments and governmental organizations in response;
inflationary pressures, cost increases and the impacts of constraints and disruptions in the global supply chain;
the potential timing, impacts, benefits and other uncertainties of acquisitions and divestitures, including our ability to realize synergies, integrate acquisitions or separate divested assets and businesses;
the potential for changes in global and regional economic conditions and for a variety of macroeconomic events, including the possibility of global or regional slowdowns or recessions, a global pandemic, interest rate changes, tariffs, inflation, deflation or stagflation and its impact on our business, raw materials purchases and/or profitability of our business impact the value of our assets; and
our future results and plans including our sustainability goals and enterprise strategy
Such statements include information relating to current and future business activities, operational matters, capital spending, and financing sources. From time to time, forward-looking statements are also included in the Company’s other periodic reports on Forms 10-K, 10-Q and 8-K, press releases, and other materials released to, or statements made to, the public.
Any or all of the forward-looking statements in this Report, in the Company’s 2023 Form 10-K and in any other public statements we make may turn out to be wrong. This can occur as a result of inaccurate assumptions or as a consequence of known or unknown risks and uncertainties. Many factors discussed in this Report will be important in determining our future performance. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking statements.
We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. However, any further disclosures made on related subjects in the Company’s subsequent reports on Forms 10-K, 10-Q, 8-K and other related filings should be consulted. A major risk is that demand for the Company’s products and services is largely derived from the demand for our customers’ products, which subjects the Company to uncertainties related to downturns in a customer’s business and unanticipated customer production slowdowns and shutdowns.
Other major risks and uncertainties include, but are not limited to, inflationary pressures, including the potential for significant increases in raw material costs; supply chain disruptions; customer financial instability; high interest rates and the possibility of economic recession; economic and political disruptions particularly in light of numerous elections globally and the possibility of regime changes and including the impacts of the military conflicts between Russia and Ukraine and in the Middle East; legislative and regulatory developments including changes to existing laws and regulations, or the way they are interpreted, applied or enforced; tariffs, trade restrictions and the economic and other sanctions imposed by other nations on Russia and Belarus and/or other government organizations; suspensions of activities in Russia by many multinational companies and the potential expansion of military activity; foreign currency fluctuations; significant changes in applicable tax rates and regulations; future terrorist attacks and other acts of violence; the impacts of consolidation in our industry, including loss or consolidation of a major customer; and the potential occurrence of cyber-security breaches, cyber-security attacks and other technology outages and security incidents.
Furthermore, the Company is subject to the same business cycles as those experienced by our customers in the steel, automobile, aircraft, industrial equipment, aluminum, and durable goods industries. Other factors could also adversely affect us, including those related to acquisitions and the integration of acquired businesses.
31

Quaker Chemical Corporation
Management’s Discussion and Analysis
Therefore, we caution you not to place undue reliance on our forward-looking statements. For more information regarding these risks and uncertainties as well as certain additional risks that we face, refer to the Risk Factors section, which appears in Item 1A in our 2023 Form 10-K and in our quarterly and other reports filed from time to time with the SEC. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995.
Quaker Houghton on the Internet
Financial results, news and other information about Quaker Houghton can be accessed from the Company’s website at https://www.quakerhoughton.com. This site includes important information on the Company’s locations, products and services, financial reports, news releases and career opportunities. The Company’s periodic and current reports on Forms 10-K, 10-Q, 8-K, and other filings, including exhibits and supplemental schedules filed therewith, and amendments to those reports, filed with the SEC are available on the Company’s website, free of charge, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Information contained on, or that may be accessed through, the Company’s website is not incorporated by reference in this Report and, accordingly, you should not consider that information part of this Report.
32

Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We have evaluated the information required under this Item that was disclosed in Part II, Item 7A, of our Annual Report on Form 10-K for the year ended December 31, 2023, and we believe there has been no material change to that information.
Item 4. Controls and Procedures.
Evaluation of disclosure controls and procedures. As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, including our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Report. Based on that evaluation, our principal executive officer and our principal financial officer have concluded that, as of September 30, 2024, the end of the period covered by this Report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective.
Changes in internal control over financial reporting. As required by Rule 13a-15(d) under the Exchange Act, our management, including our principal executive officer and principal financial officer, has evaluated our internal control over financial reporting to determine whether any changes to our internal control over financial reporting occurred during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, there were no changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter ended September 30, 2024.
33

PART II.
OTHER INFORMATION
Items 3 and 4 of Part II are inapplicable and have been omitted.
Item 1. Legal Proceedings.
Incorporated by reference is the information in Note 18 of Notes to the Condensed Consolidated Financial Statements in Part I, Item 1, of this Report.
Item 1A. Risk Factors.
The Company’s business, financial condition, results of operations and cash flows are subject to various risks that could cause actual results to vary materially from recent results or from anticipated future results. In addition to the other information set forth in this Report, you should carefully consider the risk factors previously disclosed in Part I, Item 1A of the Company’s 2023 Form 10-K. There have been no material changes to the risk factors described therein.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities.
The following table sets forth information concerning shares of the Company’s common stock acquired by the Company during the period covered by this Report:
Period(a)
Total Number
of Shares
Purchased (1)(2)
(b)
Average
Price Paid
Per Share (1)(2)
(c)
Total Number of
Shares Purchased as part of Publicly Announced Plans or Programs (2)
(d)
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (2)
July 1 - July 3129,001$169.41 29,001$136,733,339 
August 1 - August 3137,239$160.86 37,168$130,756,516 
September 1 - September 3022,919$159.67 22,919$127,096,955 
Total89,159$163.34 89,088$127,096,955 
(1)71 of these shares were acquired from employees related to the surrender of Quaker Chemical Corporation shares in payment of the vesting of restricted stock awards or units. The price paid for shares acquired from employees pursuant to employee benefit and share-based compensation plans is based on the closing price of the Company’s common stock on the date of vesting as specified by the plan pursuant to which the applicable option, restricted stock award, or restricted stock unit was granted.
(2)On February 28, 2024, the Board of Directors of the Company approved, and the Company announced, a share repurchase program, pursuant to which the Company is authorized to repurchase up to $150,000,000 of Quaker Chemical Corporation common stock (the “2024 Share Repurchase Program”), and it has no expiration date. The number of shares to be repurchased and the timing of such transactions will depend on a variety of factors, including market conditions.
Limitation on the Payment of Dividends
The Credit Facility has certain limitations on the payment of dividends and other so-called restricted payment covenants. See Note 14 of Notes to Condensed Consolidated Financial Statements, in Part I, Item 1, of this Report.
Item 5. Other Information.
Insider Trading Arrangements and Policies
No director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K) during the quarter ended September 30, 2024.
34

Item 6. Exhibits.
(a) Exhibits
3.1
3.2
31.1
31.2
32.1
32.2
101.INS
Inline XBRL Instance Document*
101.SCH
Inline XBRL Taxonomy Schema Document*
101.CAL
Inline XBRL Taxonomy Calculation Linkbase Document*
101.DEF
Inline XBRL Taxonomy Definition Linkbase Document*
101.LAB
Inline XBRL Taxonomy Label Linkbase Document*
101.PRE
Inline XBRL Taxonomy Presentation Linkbase Document*
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS)*
* Filed herewith.
** Furnished herewith.
^ Certain portions of the exhibits that are not material and are of the type Quaker Houghton treats as confidential have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Copies of the unredacted exhibits will be furnished to the SEC upon request
*********
35

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
QUAKER CHEMICAL CORPORATION
(Registrant)
/s/ Thomas Coler
Date: October 31, 2024
Thomas Coler, Executive Vice President, Chief Financial Officer (officer duly authorized on behalf of, and principal financial officer of, the Registrant)
36

EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF THE COMPANY PURSUANT TO RULE 13a 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
I, Andrew E. Tometich, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Quaker Chemical Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 31, 2024

/s/ Andrew E. Tometich
Andrew E. Tometich
Chief Executive Officer
1

EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER OF THE COMPANY PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
I, Thomas Coler, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Quaker Chemical Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 31, 2024

/s/ Thomas Coler
Thomas Coler
Chief Financial Officer
1

EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
The undersigned hereby certifies that the Form 10-Q Quarterly Report of Quaker Chemical Corporation (the “Company”) for the quarterly period ended September 30, 2024 filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: October 31, 2024

/s/ Andrew E. Tometich
Andrew E. Tometich
Chief Executive Officer of Quaker Chemical Corporation
1

EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
The undersigned hereby certifies that the Form 10-Q Quarterly Report of Quaker Chemical Corporation (the “Company”) for the quarterly period ended September 30, 2024 filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: October 31, 2024

/s/ Thomas Coler
Thomas Coler
Chief Financial Officer of Quaker Chemical Corporation
1
v3.24.3
Cover - shares
9 Months Ended
Sep. 30, 2024
Oct. 28, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 001-12019  
Entity Registrant Name QUAKER CHEMICAL CORPORATION  
Entity Incorporation, State or Country Code PA  
Entity Tax Identification Number 23-0993790  
Entity Address, Address Line One 901 E. Hector Street  
Entity Address, City or Town Conshohocken  
Entity Address, State or Province PA  
Entity Address, Postal Zip Code 19428 – 2380  
City Area Code 610  
Local Phone Number 832-4000  
Title of 12(b) Security Common Stock, $1 par value  
Trading Symbol KWR  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   17,787,813
Entity central index key 0000081362  
Current fiscal year end date --12-31  
Document Fiscal Year Focus 2024  
Document Period Focus Q3  
Amendment flag false  
v3.24.3
Condensed Consolidated Statements of Operations - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Statement [Abstract]        
Net sales $ 462,274 $ 490,612 $ 1,395,600 $ 1,486,204
Cost of goods sold (excluding amortization expense - See Note 13) 289,725 307,265 865,770 951,716
Gross profit 172,549 183,347 529,830 534,488
Selling, general and administrative expenses 118,221 122,810 359,350 362,212
Restructuring and related charges, net 2,610 1,019 4,787 6,034
Operating income 51,718 59,518 165,693 166,242
Other income (expense), net 783 (2,713) 2,285 (8,558)
Interest expense, net (10,347) (12,781) (31,925) (38,744)
Income before taxes and equity in net income of associated companies 42,154 44,024 136,053 118,940
Taxes on income before equity in net income of associated companies 12,167 13,593 40,453 36,956
Income before equity in net income of associated companies 29,987 30,431 95,600 81,984
Equity in net income of associated companies 2,385 3,279 6,940 10,660
Net income 32,372 33,710 102,540 92,644
Less: Net income attributable to noncontrolling interest 26 40 82 94
Net income attributable to Quaker Chemical Corporation $ 32,346 $ 33,670 $ 102,458 $ 92,550
Per share data:        
Net income attributable to Quaker Chemical Corporation common shareholders – basic (in dollars per share) $ 1.81 $ 1.87 $ 5.71 $ 5.15
Net income attributable to Quaker Chemical Corporation common shareholders – diluted (in dollars per share) 1.81 1.87 5.70 5.14
Dividends declared (in dollars per share) $ 0.485 $ 0.455 $ 1.395 $ 1.325
v3.24.3
Condensed Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net income $ 32,372 $ 33,710 $ 102,540 $ 92,644
Other comprehensive income (loss), net of tax        
Currency translation adjustments 41,529 (25,504) (2,700) (24,116)
Defined benefit retirement plans (522) 281 (43) 852
Current period change in fair value of derivatives (4,024) 1,241 (1,694) 5,804
Unrealized gain (loss) on available-for-sale securities 325 (637) 326 938
Other comprehensive income (loss) 37,308 (24,619) (4,111) (16,522)
Comprehensive income 69,680 9,091 98,429 76,122
Less: Comprehensive income attributable to noncontrolling interest (20) (36) (4) (55)
Comprehensive income attributable to Quaker Chemical Corporation $ 69,660 $ 9,055 $ 98,425 $ 76,067
v3.24.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Current assets    
Cash and cash equivalents $ 212,074 $ 194,527
Accounts receivable, net 422,732 444,950
Inventories    
Raw materials and supplies 118,073 119,047
Work-in-process and finished goods 126,915 114,810
Prepaid expenses and other current assets 62,059 54,555
Total current assets 941,853 927,889
Property, plant and equipment, at cost 474,368 453,419
Less: Accumulated depreciation (258,813) (245,608)
Property, plant and equipment, net 215,555 207,811
Right-of-use lease assets 35,408 38,614
Goodwill 532,523 512,518
Other intangible assets, net 874,806 896,721
Investments in associated companies 103,444 101,151
Deferred tax assets 12,172 10,737
Other non-current assets 19,920 18,770
Total assets 2,735,681 2,714,211
Current liabilities    
Short-term borrowings and current portion of long-term debt 38,787 23,444
Accounts payable 191,788 184,813
Dividends payable 8,658 8,186
Accrued compensation 38,741 55,194
Accrued restructuring 1,727 3,350
Accrued pension and postretirement benefits 2,182 2,208
Other accrued liabilities 89,462 90,315
Total current liabilities 371,345 367,510
Long-term debt 700,648 730,623
Long-term lease liabilities 20,610 22,937
Deferred tax liabilities 143,219 146,957
Non-current accrued pension and postretirement benefits 25,752 29,457
Other non-current liabilities 27,837 31,805
Total liabilities 1,289,411 1,329,289
Commitments and contingencies (Note 18)
Equity    
Common stock $1 par value; authorized 30,000,000 shares; issued and outstanding September 30, 2024 – 17,852,066 shares; December 31, 2023 – 17,991,988 shares 17,852 17,992
Capital in excess of par value 928,156 940,101
Retained earnings 628,103 550,641
Accumulated other comprehensive loss (128,448) (124,415)
Total Quaker shareholders’ equity 1,445,663 1,384,319
Noncontrolling interest 607 603
Total equity 1,446,270 1,384,922
Total liabilities and equity $ 2,735,681 $ 2,714,211
v3.24.3
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares
Sep. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Common stock, par value (in dollars per share) $ 1 $ 1
Common stock, shares authorized (in shares) 30,000,000 30,000,000
Common stock, shares issued (in shares) 17,852,066 17,991,988
Common stock, shares outstanding (in shares) 17,852,066 17,991,988
v3.24.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash flows from operating activities    
Net income $ 102,540 $ 92,644
Adjustments to reconcile net income to net cash provided by operating activities:    
Amortization of debt issuance costs 1,059 1,059
Depreciation and amortization 63,159 61,434
Equity in undistributed earnings of associated companies, net of dividends 1,045 (7,486)
Deferred income taxes (7,934) (1,591)
Deferred compensation and other, net (1,428) 1,076
Share-based compensation 12,413 11,189
Restructuring and related charges, net 4,787 6,034
Pension and other postretirement benefits (3,956) (2,000)
(Decrease) increase in cash from changes in current assets and current liabilities, net of acquisitions:    
Accounts receivable 20,625 22,133
Inventories (10,875) 30,607
Prepaid expenses and other current assets (7,912) (9,771)
Accrued restructuring (6,397) (7,914)
Accounts payable and accrued liabilities (25,612) 2,046
Net cash provided by operating activities 141,514 199,460
Cash flows from investing activities    
Investments in property, plant and equipment (19,337) (25,794)
Payments related to acquisitions, net of cash acquired (39,302) 0
Proceeds from disposition of assets 2,798 0
Net cash used in investing activities (55,841) (25,794)
Cash flows from financing activities    
Payments of long-term debt (48,600) (14,075)
Borrowings (payments) on revolving credit facilities, net 30,500 (112,835)
(Payments) borrowings on other debt, net (842) 797
Dividends paid (24,523) (23,459)
Shares purchased under share repurchase programs (22,906) 0
Other stock related activity (631) (953)
Net cash used in financing activities (67,002) (150,525)
Effect of foreign exchange rate changes on cash (1,124) (5,746)
Net increase in cash and cash equivalents 17,547 17,395
Cash and cash equivalents at the beginning of the period 194,527 180,963
Cash and cash equivalents at the end of the period $ 212,074 $ 198,358
v3.24.3
Condensed Consolidated Statements of Changes in Equity - USD ($)
$ in Thousands
Total
Common Stock
Capital in Excess of Par Value
Retained Earnings
Accumulated Other Comprehensive Loss
Noncontrolling Interest
Beginning balance at Dec. 31, 2022 $ 1,278,585 $ 17,950 $ 928,288 $ 469,920 $ (138,240) $ 667
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 29,541     29,534   7
Amounts reported in other comprehensive income 15,066       15,063 3
Dividends declared (7,822)     (7,822)    
Share issuance and equity-based compensation plans 1,418 32 1,386      
Ending balance at Mar. 31, 2023 1,316,788 17,982 929,674 491,632 (123,177) 677
Beginning balance at Dec. 31, 2022 1,278,585 17,950 928,288 469,920 (138,240) 667
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 92,644          
Amounts reported in other comprehensive income (16,522)          
Ending balance at Sep. 30, 2023 1,341,101 18,001 938,473 538,628 (154,724) 723
Beginning balance at Mar. 31, 2023 1,316,788 17,982 929,674 491,632 (123,177) 677
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 29,393     29,346   47
Amounts reported in other comprehensive income (6,969)       (6,931) (38)
Dividends declared (7,830)     (7,830)    
Share issuance and equity-based compensation plans 5,284 17 5,267      
Ending balance at Jun. 30, 2023 1,336,666 17,999 934,941 513,148 (130,108) 686
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 33,710     33,670   40
Amounts reported in other comprehensive income (24,619)       (24,616) (3)
Dividends declared (8,190)     (8,190)    
Share issuance and equity-based compensation plans 3,534 2 3,532      
Ending balance at Sep. 30, 2023 1,341,101 18,001 938,473 538,628 (154,724) 723
Beginning balance at Dec. 31, 2023 1,384,922 17,992 940,101 550,641 (124,415) 603
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 35,258     35,227   31
Amounts reported in other comprehensive income (22,645)       (22,572) (73)
Dividends declared (8,186)     (8,186)    
Share issuance and equity-based compensation plans 2,443 (2) 2,445      
Ending balance at Mar. 31, 2024 1,391,792 17,990 942,546 577,682 (146,987) 561
Beginning balance at Dec. 31, 2023 1,384,922 17,992 940,101 550,641 (124,415) 603
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 102,540          
Amounts reported in other comprehensive income (4,111)          
Ending balance at Sep. 30, 2024 1,446,270 17,852 928,156 628,103 (128,448) 607
Beginning balance at Mar. 31, 2024 1,391,792 17,990 942,546 577,682 (146,987) 561
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 34,910     34,885   25
Amounts reported in other comprehensive income (18,774)       (18,775) 1
Dividends declared (8,163)     (8,163)    
Shares purchased under share repurchase program (8,355) (49) (8,306)      
Share issuance and equity-based compensation plans 4,196 0 4,196      
Ending balance at Jun. 30, 2024 1,395,606 17,941 938,436 604,404 (165,762) 587
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 32,372     32,346   26
Amounts reported in other comprehensive income 37,308       37,314 (6)
Dividends declared (8,647)     (8,647)    
Shares purchased under share repurchase program (14,551) (89) (14,462)      
Excise tax on shares purchased under share repurchase program (162)   (162)      
Share issuance and equity-based compensation plans 4,344 0 4,344      
Ending balance at Sep. 30, 2024 $ 1,446,270 $ 17,852 $ 928,156 $ 628,103 $ (128,448) $ 607
v3.24.3
Condensed Consolidated Statements of Changes in Equity (Parentheticals) - $ / shares
3 Months Ended 9 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Statement of Stockholders' Equity [Abstract]                
Dividends declared (in dollars per share) $ 0.485 $ 0.455 $ 0.455 $ 0.455 $ 0.435 $ 0.435 $ 1.395 $ 1.325
v3.24.3
Basis of Presentation and Description of Business
9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation and Description of Business 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 September 30, 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, which are of a normal recurring nature, necessary for a fair statement of the financial position, results of operations, and cash flows for the interim periods. The results for the nine months ended September 30, 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”). Certain prior year amounts in the Condensed Consolidated Statements of Cash Flows have been reclassified to conform to the current year presentation.
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 FluidcareTM, 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 and nine months ended September 30, 2024, the Company's Argentine and Turkish subsidiaries together represented approximately 1% and 2% of the Company’s consolidated total assets and net sales, respectively. During the three and nine months ended September 30, 2024, the Company recorded $0.6 million and $0.3 million of net remeasurement losses associated with the applicable currency conversions, respectively. Comparatively, during the three and nine months ended September 30, 2023, the Company recorded $1.2 million and $2.9 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.
v3.24.3
Business Acquisitions
9 Months Ended
Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Business Acquisitions Business Acquisitions July 2024, the Company acquired the Sutai Group (“Sutai”), for approximately $16.2 million, including an initial cash payment of $14.6 million, subject to routine and customary post-closing adjustments related to working capital and net indebtedness levels, as well as earn-out provisions with an initial estimated payout of $1.6 million related to the finalization of 2024 and 2025 earnings. Assets acquired included cash and cash equivalents of $5.5 million. The Company recorded incremental income of $0.4 million during the three and nine months ended September 30, 2024 relating to adjustments to these earnout provisions in Other income (expense), net on the Condensed Consolidated Statements of Operations. As of September 30, 2024, the Company has remaining earnout liabilities recorded on its Condensed Consolidated Balance Sheet of $1.2 million. Sutai is based in Japan and provides impregnation treatment products and services to the automotive and other industries. Sutai is reported as part of the Asia/Pacific reportable segment. This acquisition strengthens Quaker Houghton’s technology portfolio, enabling the Company to better support and optimize production processes for customers across the Japanese, Asia Pacific and global markets. The Company allocated $3.1 million of the purchase price to intangible assets and recognized $5.5 million of goodwill in the Asia/Pacific segment, none of which is deductible for tax purposes. The goodwill is primarily attributable to expected growth synergies. As of September 30, 2024, the allocation of the purchase price has not been finalized.
During February 2024, the Company acquired I.K.V. Tribologie IKVT and its subsidiaries (“IKV”) for $35.2 million, including an initial cash payment of $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. Assets acquired included approximately $4.8 million of cash and cash equivalents. IKV, which is 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 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 $16.4 million of goodwill in the EMEA segment, none of which is deductible for tax purposes. The goodwill is primarily attributable to expected cost and growth synergies. In July 2024, the 2023 earnings were finalized and the Company made a payment of $5.5 million in connection with the post-closing adjustments and earn-out provision. As of September 30, 2024, the allocation of the purchase price has been finalized.
The results of operations of Sutai and IKV subsequent to the acquisition dates are included in the unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024.
v3.24.3
Recently Issued Accounting Standards
9 Months Ended
Sep. 30, 2024
Accounting Standards Update and Change in Accounting Principle [Abstract]  
Recently Issued Accounting Standards 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, defined as those expenses that are regularly provided to the chief operating decision maker (“CODM”) and included in the reported measure of segment profit or loss. ASU 2023-07 is effective for annual reports for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company continues to assess the impact of ASU 2023-07. As part of its preliminary assessment, the Company is in the process of identifying the significant segment expenses and other information regularly provided to the CODM and included in the reported measure of segment profitability.
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.
v3.24.3
Business Segments
9 Months Ended
Sep. 30, 2024
Segment Reporting, Measurement Disclosures [Abstract]  
Business Segments 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 CODM assesses the Company’s performance. The Company has three reportable segments: (i) Americas; (ii) EMEA; and (iii) Asia/Pacific.
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:
Three Months Ended
September 30,
Nine Months Ended
September 30,
Net sales2024202320242023
Americas$220,275 $245,899 $673,546 $750,531 
EMEA134,135 139,620 410,558 435,602 
Asia/Pacific107,864 105,093 311,496 300,071 
Total net sales$462,274 $490,612 $1,395,600 $1,486,204 
Segment operating earnings
Americas$62,121 $69,148 $193,027 $204,280 
EMEA24,644 27,922 80,867 81,076 
Asia/Pacific30,656 30,963 92,033 86,604 
Total segment operating earnings117,421 128,033 365,927 371,960 
Restructuring and related charges, net(2,610)(1,019)(4,787)(6,034)
Non-operating and administrative expenses(47,778)(52,280)(149,538)(154,001)
Depreciation of corporate assets and amortization(15,315)(15,216)(45,909)(45,683)
Operating income51,718 59,518 165,693 166,242 
Other income (expense), net783 (2,713)2,285 (8,558)
Interest expense, net(10,347)(12,781)(31,925)(38,744)
Income before taxes and equity in net income of associated companies$42,154 $44,024 $136,053 $118,940 
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
September 30,
Nine Months Ended
September 30,
Inter-segment revenues2024202320242023
Americas$2,316 $1,772 $7,214 $6,778 
EMEA4,881 5,161 17,420 18,718 
Asia/Pacific1,504 793 4,580 1,329 
v3.24.3
Net Sales and Revenue Recognition
9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Net Sales and Revenue Recognition Net Sales and Revenue Recognition
Arrangements Resulting in Net Reporting
As part of the Company’s FluidcareTM 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 $19.4 million and $58.5 million for the three and nine months ended September 30, 2024, respectively, and $21.6 million and $63.2 million for the three and nine months ended September 30, 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 September 30, 2024 or December 31, 2023.
The Company had approximately $3.7 million and $4.5 million of deferred revenue as of September 30, 2024 and December 31, 2023, respectively. For the nine months ended September 30, 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 industrial process fluids, specialty chemicals and 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 September 30, 2024
Customer IndustriesAmericasEMEAAsia/PacificConsolidated
Total
Metals$65,393 $34,782 $52,385 $152,560 
Metalworking and other154,882 99,353 55,479 309,714 
$220,275 $134,135 $107,864 $462,274 
Nine Months Ended September 30, 2024
Customer IndustriesAmericasEMEAAsia/PacificConsolidated
Total
Metals$195,172 $102,909 $153,446 $451,527 
Metalworking and other478,374 307,649 158,050 944,073 
$673,546 $410,558 $311,496 $1,395,600 
Three Months Ended September 30, 2023
Customer IndustriesAmericasEMEAAsia/PacificConsolidated
Total
Metals$67,957 $32,630 $49,320 $149,907 
Metalworking and other177,942 106,990 55,773 340,705 
$245,899 $139,620 $105,093 $490,612 
Nine Months Ended September 30, 2023
Customer IndustriesAmericasEMEAAsia/PacificConsolidated
Total
Metals$204,834 $104,376 $144,109 $453,319 
Metalworking and other545,697 331,226 155,962 1,032,885 
$750,531 $435,602 $300,071 $1,486,204 
v3.24.3
Leases
9 Months Ended
Sep. 30, 2024
Leases [Abstract]  
Leases Leases
The Company has operating leases for certain facilities, vehicles, and machinery and equipment with remaining lease terms up to 10 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 and nine months ended September 30, 2024 and 2023. The components of the Company’s lease expense are as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Operating lease expense$3,695 $3,886 $11,165 $11,532 
Short-term lease expense198 193 590 587 
Supplemental cash flow information related to the Company’s leases is as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$3,632 $3,917 $11,029 $11,547 
Non-cash lease liabilities activity:
Leased assets obtained in exchange for new operating lease liabilities691 2,910 6,055 6,566 
Supplemental balance sheet information related to the Company’s leases is as follows:
September 30,
2024
December 31,
2023
Right-of-use lease assets$35,408 $38,614 
Other current liabilities11,185 11,965 
Long-term lease liabilities20,610 22,937 
Total operating lease liabilities$31,795 $34,902 
Weighted average remaining lease term (years)4.95.1
Weighted average discount rate5.40 %4.91 %
Maturities of operating lease liabilities as of September 30, 2024 were as follows:
For the remainder of 2024$3,620 
For the year ended December 31, 202511,292 
For the year ended December 31, 20268,540 
For the year ended December 31, 20274,703 
For the year ended December 31, 20282,645 
For the year ended December 31, 2029 and beyond5,575 
  Total lease payments36,375 
    Less: imputed interest(4,580)
Present value of lease liabilities$31,795 
v3.24.3
Restructuring and Related Activities
9 Months Ended
Sep. 30, 2024
Restructuring and Related Activities [Abstract]  
Restructuring and Related Activities 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 September 30, 2024, the program included restructuring and associated severance costs to reduce headcount by approximately 175 positions globally. The program is expected to be substantially complete by the end of the first quarter of 2025.
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. In addition to the program described above, the Company continues to take actions to optimize its facilities’ footprint. Restructuring costs incurred during the three and nine months ended September 30, 2024 and 2023 include employee severance, asset related 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 and facility closure actions are as follows:
Accrued restructuring as of December 31, 2023$3,350
Restructuring and related charges, net4,787 
Cash payments(6,397)
Currency translation adjustments(13)
Accrued restructuring as of September 30, 2024$1,727
In connection with the plans for closure of certain manufacturing and non-manufacturing facilities, the Company has made available for sale certain facilities and properties. As of September 30, 2024, the Company classified properties in the Americas and EMEA segments with an aggregate book value of approximately $2.2 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. During the three and nine months ended September 30, 2024, the Company completed the sale of certain facilities previously classified as held for sale for a net gain of $0.5 million, which is recorded in Other income (expenses), net in the Company’s Condensed Consolidated Statements of Operations.
v3.24.3
Share-Based Compensation
9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation Share-Based Compensation
The Company recognized the following share-based compensation expense in its Condensed Consolidated Statements of Operations:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Stock options$35$203$249$837
Non-vested stock awards and restricted stock units2,6722,4297,8007,192
Director stock ownership plan39309956
Performance stock units1,5391,1134,2653,104
  Total share-based compensation expense$4,285$3,775$12,413$11,189
Stock Options
As of September 30, 2024, unrecognized compensation expense related to unvested stock options was $0.1 million, to be recognized over a weighted average remaining period of 0.5 year.
Restricted Stock Awards
During the nine months ended September 30, 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 September 30, 2024, unrecognized compensation expense related to non-vested restricted shares was $2.1 million, to be recognized over a weighted average remaining period of 1.0 year.
Restricted Stock Units
During the nine months ended September 30, 2024, the Company granted 59,678 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 September 30, 2024, unrecognized compensation expense related to non-vested restricted stock units was $7.9 million, to be recognized over a weighted average remaining period of 1.5 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.
As mentioned above, a portion of the Company’s PSUs are 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 PSUs subject to relative TSR performance granted in 2024, the Company made an election to change peer groups to the S&P 1500 Chemical group.
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. During the nine months ended September 30, 2024, the Company granted 21,019 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. During the nine months ended September 30, 2024, the Company granted 20,883 PSUs with a relative TSR condition. These PSUs are valued using a Monte Carlo simulation on the grant date and had a grant-date fair value of $234.19 per unit, which was developed based on the assumptions set forth in the table below:
2024
Grants
Risk-free interest rate4.55%
Dividend yield0.91%
Expected term (years)3.0
As of September 30, 2024, there was approximately $10.7 million of total unrecognized compensation cost related to PSUs, which the Company expects to recognize over a weighted-average period of 2.1 years.
v3.24.3
Pension and Other Postretirement Benefits
9 Months Ended
Sep. 30, 2024
Retirement Benefits, Description [Abstract]  
Pension and Other Postretirement Benefits Pension and Other Postretirement Benefits
The components of net periodic benefit cost (income) are as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
Pension BenefitsOther Postretirement BenefitsPension BenefitsOther Postretirement Benefits
20242023202420232024202320242023
Service cost$103$109$$— $319$320$$
Interest cost2,3932,4871514 7,1317,4524651
Expected return on plan assets(2,056)(2,033)(6,104)(6,056)
Actuarial loss (gain) amortization128103(17)(36)380308(76)(95)
Prior service cost (income) amortization618— (4)2126— (12)
Net periodic benefit cost (income)$574 $684$(2)$(26)$1,747 $2,050$(30)$(56)
Employer Contributions
During the nine months ended September 30, 2024, $5.3 million of contributions have been made to the Company’s U.S. and foreign pension plans. Contributions to other postretirement benefit plans were $0.1 million. Taking into consideration current minimum cash contribution requirements, the Company currently expects to make full year cash contributions of approximately $6.5 million to its U.S. and foreign pension plans and approximately $0.2 million to its other postretirement benefit plans.
v3.24.3
Other (expense) income, net
9 Months Ended
Sep. 30, 2024
Other Income and Expenses [Abstract]  
Other (expense) income, net Other income (expense), net
The components of Other income (expense), net are as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Non-income tax refunds and other related credits$732$913,755 1,339
Income from third party license fees158245$553$891
(Loss) gain on disposals of property, plant, equipment and other assets, net(56)(25)861(91)
Foreign exchange losses, net(949)(2,498)(2,124)(10,049)
Pension and postretirement benefit costs, non-service components(469)(549)(1,398)(1,674)
Facility remediation recoveries, net— 1,014
Business interruption insurance proceeds1,000 1,000
Product liability claim— (896)
Earnout liability adjustment400400
Other non-operating (expense) income, net(33)2313412
  Total other income (expense), net$783$(2,713)$2,285 $(8,558)
(Loss) gain on disposals of property, plant, equipment and other assets, net, includes the net gains recognized for the sale of certain facilities previously classified as held for sale during the three and nine months ended September 30, 2024. See Note 7 of Notes to the Condensed Consolidated Financial Statements.
Business interruption insurance proceeds during the three and nine months ended September 30, 2024 reflects an insurance recovery of $1.0 million related to production losses due to an electrical fire in 2021 that resulted in temporary shutdown of production at one of the Company’s production facilities. See Note 18 for additional discussion regarding the Company’s business interruption claims.
Facility remediation recoveries, net, during the nine months ended September 30, 2023, reflect insurance recoveries of costs for remediation and restoration of property damage. See Note 18 for additional discussion regarding the Company’s insurance recoveries for facility remediation and property damage.
Product liability claim costs represents expense related to the payments by the Company in connection with a product liability dispute with a customer during the nine months ended September 30, 2024.
v3.24.3
Income Taxes and Uncertain Income Tax Positions
9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes and Uncertain Income Tax Positions Income TaxesThe Company’s effective tax rates for the three and nine months ended September 30, 2024 were 28.9% and 29.7%, respectively, compared to 30.9% and 31.1% for the three and nine months ended September 30, 2023, respectively. The Company’s effective tax rates for the three months ended September 30, 2024 was largely driven by the mix of pre-tax earnings, withholding taxes, and changes in uncertain tax positions offset by return to provision adjustments. The effective tax rate for the nine months ended September 30, 2024 was further impacted by certain one-time charges related to an intercompany intangible asset transfer offset by changes in uncertain tax positions. Comparatively, the effective tax rates for the three and nine months ended September 30, 2023 were largely impacted by the mix of pre-tax earnings, changes to the valuation allowance for and the usage of certain foreign tax credits, return to provision adjustments and withholding taxes, partially offset by changes in uncertain tax positions
v3.24.3
Earnings Per Share
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Earnings Per Share Earnings Per Share
The following table summarizes earnings per share calculations:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Basic earnings per common share
Net income attributable to Quaker Chemical Corporation$32,346 $33,670 $102,458 $92,550 
Less: income allocated to participating securities(85)(164)(359)(464)
Net income available to common shareholders$32,261 $33,506 $102,099 $92,086 
Basic weighted average common shares outstanding17,837,85817,908,75417,889,16817,889,444
Basic earnings per common share$1.81 $1.87 $5.71 $5.15 
Diluted earnings per common share
Net income attributable to Quaker Chemical Corporation$32,346 $33,670 $102,458 $92,550 
Less: income allocated to participating securities(85)(164)(358)(464)
Net income available to common shareholders$32,261 $33,506 $102,100 $92,086 
Basic weighted average common shares outstanding17,837,85817,908,75417,889,16817,889,444
Effect of dilutive securities26,47712,52020,79916,709
Diluted weighted average common shares outstanding17,864,33517,921,27417,909,96717,906,153
Diluted earnings per common share$1.81 $1.87 $5.70 $5.14 
Certain stock options, restricted stock units, and PSUs are not included in the diluted earnings per share calculation when the effect would be anti-dilutive. The number of anti-dilutive shares was 19,374 and 31,377 for the three and nine months ended September 30, 2024, respectively, and 11,598 and 10,453 for the three and nine months ended September 30, 2023, respectively
v3.24.3
Goodwill and Other Intangible Assets
9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets Goodwill and Other Intangible Assets
Changes in the carrying amount of goodwill for the nine months ended September 30, 2024 were as follows:
AmericasEMEAAsia/PacificTotal
Balance as of December 31, 2023$283,103$65,940$163,475$512,518
Goodwill additions— 16,448 5,511 21,959
Currency translation adjustments(3,748)(215)2,009 (1,954)
Balance as of September 30, 2024$279,355$82,173$170,995$532,523
Gross carrying amounts and accumulated amortization for definite-lived intangible assets were as follows:
Gross Carrying
Amount
Accumulated
Amortization
Net Book Value
September 30, 2024December 31, 2023September 30, 2024December 31, 2023September 30, 2024December 31, 2023
Customer lists and rights to sell$856,919$841,562$281,935$243,872$574,984$597,690
Trademarks, formulations and product technology167,736161,61362,73455,879105,002105,734
Other5,8425,8925,7415,776101116
Total definite-lived intangible assets$1,030,497$1,009,067$350,410$305,527$680,087$703,540
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
September 30,
Nine Months Ended
September 30,
2024202320242023
Amortization expense$14,630 $14,529 $43,845 $43,734 
Estimated annual aggregate amortization expense for the current year and subsequent five years is as follows:
For the remainder of 2024$15,373
For the year ended December 31, 202558,606
For the year ended December 31, 202658,308
For the year ended December 31, 202757,968
For the year ended December 31, 202857,486
For the year ended December 31, 202956,397
As of September 30, 2024 and December 31, 2023, the Company had indefinite-lived intangible assets for trademarks and tradenames totaling $194.7 million and $193.2 million, respectively.
v3.24.3
Debt
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Debt Debt
The following table sets forth the components of the Company’s debt:
As of September 30, 2024As of December 31, 2023
Interest
Rate
Outstanding
Balance
Interest
Rate
Outstanding
Balance
Credit Facilities:
Revolver4.50%$61,404 5.13%$30,904 
U.S. Term Loan6.32%515,543 6.71%561,250 
Euro Term Loan4.50%151,137 5.13%152,366 
Industrial development bonds5.26%10,000 5.26%10,000 
Bank lines of credit and other debt obligationsVarious2,561 Various1,092 
Total debt$740,645 $755,612 
Less: debt issuance costs(1,210)(1,545)
Less: short-term and current portion of long-term debts(38,787)(23,444)
Total long-term debt$700,648 $730,623 
Credit facilities
In 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 September 30, 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 rates incurred on the outstanding borrowings under the Credit Facility during the three and nine months ended September 30, 2024 were approximately 6.1% and 6.2%, respectively. As of September 30, 2024, the interest rate on the outstanding borrowings under the Credit Facility was approximately 5.8%. 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 $436 million, which is net of bank letters of credit of approximately $3 million, as of September 30, 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 September 30, 2024, the aggregate interest rate on the swaps, including the fixed base rate plus the applicable margin, was approximately 4.9%. See Note 17 of Notes to Condensed Consolidated Financial Statements.
The Company capitalized third-party and credit debt issuance costs attributed to the Euro Term Loan, U.S. Term Loan and Revolver in connection to the amended Credit Facility during the second quarter of 2022. Capitalized costs attributed to the Euro Term Loan and U.S. Term Loan are recorded as a direct offset of Long-term debt on the Condensed Consolidated Balance Sheet. Capitalized costs attributed to the Revolver are 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 September 30, 2024, the Company had $1.2 million of debt issuance costs recorded as an offset of Long-term debt and $2.6 million of debt issuance costs recorded within Other assets. Comparatively, as of December 31, 2023, the Company had $1.5 million of debt issuance costs recorded as an offset of Long-term debt and $3.3 million of debt issuance costs recorded within Other assets.
Industrial development bonds
As of September 30, 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 finance lease obligations. Total unused capacity under these arrangements as of September 30, 2024 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 September 30, 2024 were approximately $7 million.
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
September 30,
Nine Months Ended
September 30,
2024202320242023
Interest expense, net$10,774 $12,598 $33,585 $40,863 
Amortization of debt issuance costs353 353 1,059 1,059 
  Total$11,127 $12,951 $34,644 $41,922 
Based on the variable interest rates associated with the Credit Facility, as of September 30, 2024 and as of December 31, 2023, the amounts at which the Company’s total debt were recorded are not materially different from their fair market value.
v3.24.3
Accumulated Other Comprehensive Income
9 Months Ended
Sep. 30, 2024
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]  
Accumulated Other Comprehensive Income Accumulated Other Comprehensive Income
The following tables show the reclassifications from and resulting balances of accumulated other comprehensive income (“AOCI”):
Currency
Translation
Adjustments
Defined
Benefit
Pension
Plans
Unrealized
Gain (Loss) in
Available-for-
Sale Securities
Derivative
Instruments
Total
Balance as of June 30, 2024$(159,574)$(10,259)$334 $3,737 $(165,762)
Other comprehensive income (loss) before Reclassifications41,535 (858)411 (5,226)35,862 
Amounts reclassified from AOCI— 164 — — 164 
Related tax amounts— 172 (86)1,202 1,288 
Balance as of September 30, 2024$(118,039)$(10,781)$659 $(287)$(128,448)
Balance as of June 30, 2023$(130,738)$(4,024)$91 $4,563 $(130,108)
Other comprehensive (loss) income before Reclassifications(25,501)304 (802)1,612 (24,387)
Amounts reclassified from AOCI— 71 (4)— 67 
Related tax amounts— (94)169 (371)(296)
Balance as of September 30, 2023$(156,239)$(3,743)$(546)$5,804 $(154,724)
Currency
Translation
Adjustments
Defined
Benefit
Pension
Plans
Unrealized Gain
(Loss) in
Available-for-
Sale Securities
Derivative
Instruments
Total
Balance as of December 31, 2023$(115,417)$(10,738)$333 $1,407 $(124,415)
Other comprehensive (loss) income before reclassifications(2,622)(425)416 (2,200)(4,831)
Amounts reclassified from AOCI— 373 (4)— 369 
Related tax amounts— (86)506 429 
Balance as of September 30, 2024$(118,039)$(10,781)$659 $(287)$(128,448)
Balance as of December 31, 2022$(132,161)$(4,595)$(1,484)$— $(138,240)
Other comprehensive (loss) income before reclassifications(24,078)915 640 7,538 (14,985)
Amounts reclassified from AOCI— 225 547 — 772 
Related tax amounts— (288)(249)(1,734)(2,271)
Balance as of September 30, 2023$(156,239)$(3,743)$(546)$5,804 $(154,724)
All reclassifications related to unrealized gain (loss) 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.
v3.24.3
Fair Value Measurements
9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements 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 September 30, 2024 and December 31, 2023.
See Note 17 for a description of the Company’s derivative instruments.
v3.24.3
Hedging Activities
9 Months Ended
Sep. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Hedging Activities 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 derivative 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 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 September 30, 2024 were entered into as hedges of Japanese yen and Mexican peso against the U.S. dollar and had the following notional U.S. dollar values:
CurrencySeptember 30,
2024
Mexican Peso$13,700 
Japanese Yen10,000 
$23,700 
Open foreign exchange forward contracts as of September 30, 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 with any unrealized gains or losses included in AOCI to the extent effective and reclassified to interest expense in the period during which the hedged transactions affect 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 instrumentsCondensed Consolidated Balance Sheets LocationSeptember 30,
2024
December 31,
2023
Interest rate swaps:Other accrued liabilities$373 $— 
Other non-current assets— 1,828 
Foreign currency forward contracts:Other accrued liabilities71 159 
The following table presents the net unrealized (loss) gain deferred to AOCI:
Derivatives designated as cash flow hedgesSeptember 30,
2024
December 31,
2023
Interest rate swapsAOCI$(287)$1,407 
The following table presents the location and the amount of net gain or loss recognized in the Company’s Condensed Consolidated Statements of Operations related to derivative instruments:
Three Months Ended
September 30,
Nine Months Ended
September 30,
Derivative instrumentsCondensed Consolidated Statements of Operations2024202320242023
Interest rate swapsInterest expense, net$1,295 $1,198 $3,854 $2,259 
Foreign exchange forward contractsOther (expense) income, net(1,308)(29)(2,040)2,107 
   Total$(13)$1,169 $1,814 $4,366 
v3.24.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies 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 and nine months ended September 30, 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 $6 million as of September 30, 2024 and December 31, 2023, respectively, for these ongoing matters.
The Company previously disclosed in its 2023 Form 10-K that one of its North American production facilities experienced an electrical fire in 2021 that resulted in property damage and the temporary shutdown of production. The Company and its insurance carrier reviewed the impact of the electrical fire on the production facility’s operations as it relates to a potential business interruption insurance claim. In July 2024, the Company and its insurance carrier settled this claim for $1.0 million.
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 $1.5 million.
In addition, during the three and nine months ended September 30, 2024, there are no new environmental matters or litigation that the Company believes will have a material adverse effect on the Company’s results of operations, cash flows, or financial condition.
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure        
Net income attributable to Quaker Chemical Corporation $ 32,346 $ 33,670 $ 102,458 $ 92,550
v3.24.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual  
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Basis of Presentation and Description of Business (Policies)
9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation
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, which are of a normal recurring nature, necessary for a fair statement of the financial position, results of operations, and cash flows for the interim periods. The results for the nine months ended September 30, 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”). Certain prior year amounts in the Condensed Consolidated Statements of Cash Flows have been reclassified to conform to the current year presentation.
Hyper-inflationary economies
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 and nine months ended September 30, 2024, the Company's Argentine and Turkish subsidiaries together represented approximately 1% and 2% of the Company’s consolidated total assets and net sales, respectively. During the three and nine months ended September 30, 2024, the Company recorded $0.6 million and $0.3 million of net remeasurement losses associated with the applicable currency conversions, respectively. Comparatively, during the three and nine months ended September 30, 2023, the Company recorded $1.2 million and $2.9 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.
v3.24.3
Business Segments (Tables)
9 Months Ended
Sep. 30, 2024
Segment Reporting, Measurement Disclosures [Abstract]  
Schedule of Segment Reporting Information, by Segment
The following table presents information about the performance of the Company’s reportable segments:
Three Months Ended
September 30,
Nine Months Ended
September 30,
Net sales2024202320242023
Americas$220,275 $245,899 $673,546 $750,531 
EMEA134,135 139,620 410,558 435,602 
Asia/Pacific107,864 105,093 311,496 300,071 
Total net sales$462,274 $490,612 $1,395,600 $1,486,204 
Segment operating earnings
Americas$62,121 $69,148 $193,027 $204,280 
EMEA24,644 27,922 80,867 81,076 
Asia/Pacific30,656 30,963 92,033 86,604 
Total segment operating earnings117,421 128,033 365,927 371,960 
Restructuring and related charges, net(2,610)(1,019)(4,787)(6,034)
Non-operating and administrative expenses(47,778)(52,280)(149,538)(154,001)
Depreciation of corporate assets and amortization(15,315)(15,216)(45,909)(45,683)
Operating income51,718 59,518 165,693 166,242 
Other income (expense), net783 (2,713)2,285 (8,558)
Interest expense, net(10,347)(12,781)(31,925)(38,744)
Income before taxes and equity in net income of associated companies$42,154 $44,024 $136,053 $118,940 
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
September 30,
Nine Months Ended
September 30,
Inter-segment revenues2024202320242023
Americas$2,316 $1,772 $7,214 $6,778 
EMEA4,881 5,161 17,420 18,718 
Asia/Pacific1,504 793 4,580 1,329 
v3.24.3
Net Sales and Revenue Recognition (Tables)
9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue
The following tables disaggregate the Company’s net sales by segment and customer industry.
Three Months Ended September 30, 2024
Customer IndustriesAmericasEMEAAsia/PacificConsolidated
Total
Metals$65,393 $34,782 $52,385 $152,560 
Metalworking and other154,882 99,353 55,479 309,714 
$220,275 $134,135 $107,864 $462,274 
Nine Months Ended September 30, 2024
Customer IndustriesAmericasEMEAAsia/PacificConsolidated
Total
Metals$195,172 $102,909 $153,446 $451,527 
Metalworking and other478,374 307,649 158,050 944,073 
$673,546 $410,558 $311,496 $1,395,600 
Three Months Ended September 30, 2023
Customer IndustriesAmericasEMEAAsia/PacificConsolidated
Total
Metals$67,957 $32,630 $49,320 $149,907 
Metalworking and other177,942 106,990 55,773 340,705 
$245,899 $139,620 $105,093 $490,612 
Nine Months Ended September 30, 2023
Customer IndustriesAmericasEMEAAsia/PacificConsolidated
Total
Metals$204,834 $104,376 $144,109 $453,319 
Metalworking and other545,697 331,226 155,962 1,032,885 
$750,531 $435,602 $300,071 $1,486,204 
v3.24.3
Leases (Tables)
9 Months Ended
Sep. 30, 2024
Leases [Abstract]  
Schedule of Lease, Cost The components of the Company’s lease expense are as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Operating lease expense$3,695 $3,886 $11,165 $11,532 
Short-term lease expense198 193 590 587 
Supplemental cash flow information related to the Company’s leases is as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$3,632 $3,917 $11,029 $11,547 
Non-cash lease liabilities activity:
Leased assets obtained in exchange for new operating lease liabilities691 2,910 6,055 6,566 
Supplemental balance sheet information related to the Company’s leases is as follows:
September 30,
2024
December 31,
2023
Right-of-use lease assets$35,408 $38,614 
Other current liabilities11,185 11,965 
Long-term lease liabilities20,610 22,937 
Total operating lease liabilities$31,795 $34,902 
Weighted average remaining lease term (years)4.95.1
Weighted average discount rate5.40 %4.91 %
Schedule of Lessee, Operating Lease, Liability, Maturity
Maturities of operating lease liabilities as of September 30, 2024 were as follows:
For the remainder of 2024$3,620 
For the year ended December 31, 202511,292 
For the year ended December 31, 20268,540 
For the year ended December 31, 20274,703 
For the year ended December 31, 20282,645 
For the year ended December 31, 2029 and beyond5,575 
  Total lease payments36,375 
    Less: imputed interest(4,580)
Present value of lease liabilities$31,795 
v3.24.3
Restructuring and Related Activities (Tables)
9 Months Ended
Sep. 30, 2024
Restructuring and Related Activities [Abstract]  
Schedule of Restructuring and Related Costs
Changes in the Company’s accruals for its restructuring program and facility closure actions are as follows:
Accrued restructuring as of December 31, 2023$3,350
Restructuring and related charges, net4,787 
Cash payments(6,397)
Currency translation adjustments(13)
Accrued restructuring as of September 30, 2024$1,727
v3.24.3
Share Based Compensation (Tables)
9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of Share-Based Payment Arrangement, Cost by Plan
The Company recognized the following share-based compensation expense in its Condensed Consolidated Statements of Operations:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Stock options$35$203$249$837
Non-vested stock awards and restricted stock units2,6722,4297,8007,192
Director stock ownership plan39309956
Performance stock units1,5391,1134,2653,104
  Total share-based compensation expense$4,285$3,775$12,413$11,189
Schedule Of Monte Carlo Option Pricing Model And The Assumptions These PSUs are valued using a Monte Carlo simulation on the grant date and had a grant-date fair value of $234.19 per unit, which was developed based on the assumptions set forth in the table below:
2024
Grants
Risk-free interest rate4.55%
Dividend yield0.91%
Expected term (years)3.0
v3.24.3
Pension and Other Postretirement Benefits (Tables)
9 Months Ended
Sep. 30, 2024
Retirement Benefits, Description [Abstract]  
Schedule of Net Benefit Costs
The components of net periodic benefit cost (income) are as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
Pension BenefitsOther Postretirement BenefitsPension BenefitsOther Postretirement Benefits
20242023202420232024202320242023
Service cost$103$109$$— $319$320$$
Interest cost2,3932,4871514 7,1317,4524651
Expected return on plan assets(2,056)(2,033)(6,104)(6,056)
Actuarial loss (gain) amortization128103(17)(36)380308(76)(95)
Prior service cost (income) amortization618— (4)2126— (12)
Net periodic benefit cost (income)$574 $684$(2)$(26)$1,747 $2,050$(30)$(56)
v3.24.3
Other (expense) income, net (Tables)
9 Months Ended
Sep. 30, 2024
Other Income and Expenses [Abstract]  
Schedule of Other Nonoperating (Expense) Income
The components of Other income (expense), net are as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Non-income tax refunds and other related credits$732$913,755 1,339
Income from third party license fees158245$553$891
(Loss) gain on disposals of property, plant, equipment and other assets, net(56)(25)861(91)
Foreign exchange losses, net(949)(2,498)(2,124)(10,049)
Pension and postretirement benefit costs, non-service components(469)(549)(1,398)(1,674)
Facility remediation recoveries, net— 1,014
Business interruption insurance proceeds1,000 1,000
Product liability claim— (896)
Earnout liability adjustment400400
Other non-operating (expense) income, net(33)2313412
  Total other income (expense), net$783$(2,713)$2,285 $(8,558)
v3.24.3
Earnings Per Share (Tables)
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
The following table summarizes earnings per share calculations:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Basic earnings per common share
Net income attributable to Quaker Chemical Corporation$32,346 $33,670 $102,458 $92,550 
Less: income allocated to participating securities(85)(164)(359)(464)
Net income available to common shareholders$32,261 $33,506 $102,099 $92,086 
Basic weighted average common shares outstanding17,837,85817,908,75417,889,16817,889,444
Basic earnings per common share$1.81 $1.87 $5.71 $5.15 
Diluted earnings per common share
Net income attributable to Quaker Chemical Corporation$32,346 $33,670 $102,458 $92,550 
Less: income allocated to participating securities(85)(164)(358)(464)
Net income available to common shareholders$32,261 $33,506 $102,100 $92,086 
Basic weighted average common shares outstanding17,837,85817,908,75417,889,16817,889,444
Effect of dilutive securities26,47712,52020,79916,709
Diluted weighted average common shares outstanding17,864,33517,921,27417,909,96717,906,153
Diluted earnings per common share$1.81 $1.87 $5.70 $5.14 
v3.24.3
Goodwill and Intangible Assets (Tables)
9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
Changes in the carrying amount of goodwill for the nine months ended September 30, 2024 were as follows:
AmericasEMEAAsia/PacificTotal
Balance as of December 31, 2023$283,103$65,940$163,475$512,518
Goodwill additions— 16,448 5,511 21,959
Currency translation adjustments(3,748)(215)2,009 (1,954)
Balance as of September 30, 2024$279,355$82,173$170,995$532,523
Schedule of Finite-Lived Intangible Assets
Gross carrying amounts and accumulated amortization for definite-lived intangible assets were as follows:
Gross Carrying
Amount
Accumulated
Amortization
Net Book Value
September 30, 2024December 31, 2023September 30, 2024December 31, 2023September 30, 2024December 31, 2023
Customer lists and rights to sell$856,919$841,562$281,935$243,872$574,984$597,690
Trademarks, formulations and product technology167,736161,61362,73455,879105,002105,734
Other5,8425,8925,7415,776101116
Total definite-lived intangible assets$1,030,497$1,009,067$350,410$305,527$680,087$703,540
Schedule of Finite-lived Intangible Assets Amortization Expense The Company recorded amortization expense as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Amortization expense$14,630 $14,529 $43,845 $43,734 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense
Estimated annual aggregate amortization expense for the current year and subsequent five years is as follows:
For the remainder of 2024$15,373
For the year ended December 31, 202558,606
For the year ended December 31, 202658,308
For the year ended December 31, 202757,968
For the year ended December 31, 202857,486
For the year ended December 31, 202956,397
v3.24.3
Debt (Tables)
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Debt
The following table sets forth the components of the Company’s debt:
As of September 30, 2024As of December 31, 2023
Interest
Rate
Outstanding
Balance
Interest
Rate
Outstanding
Balance
Credit Facilities:
Revolver4.50%$61,404 5.13%$30,904 
U.S. Term Loan6.32%515,543 6.71%561,250 
Euro Term Loan4.50%151,137 5.13%152,366 
Industrial development bonds5.26%10,000 5.26%10,000 
Bank lines of credit and other debt obligationsVarious2,561 Various1,092 
Total debt$740,645 $755,612 
Less: debt issuance costs(1,210)(1,545)
Less: short-term and current portion of long-term debts(38,787)(23,444)
Total long-term debt$700,648 $730,623 
Schedule of Interest Income and Interest Expense Disclosure
The Company incurred the following debt related expenses included within Interest expense, net, in the Condensed Consolidated Statements of Operations:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024202320242023
Interest expense, net$10,774 $12,598 $33,585 $40,863 
Amortization of debt issuance costs353 353 1,059 1,059 
  Total$11,127 $12,951 $34,644 $41,922 
v3.24.3
Accumulated Other Comprehensive Income (Tables)
9 Months Ended
Sep. 30, 2024
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]  
Schedule of Accumulated Other Comprehensive Income (Loss)
The following tables show the reclassifications from and resulting balances of accumulated other comprehensive income (“AOCI”):
Currency
Translation
Adjustments
Defined
Benefit
Pension
Plans
Unrealized
Gain (Loss) in
Available-for-
Sale Securities
Derivative
Instruments
Total
Balance as of June 30, 2024$(159,574)$(10,259)$334 $3,737 $(165,762)
Other comprehensive income (loss) before Reclassifications41,535 (858)411 (5,226)35,862 
Amounts reclassified from AOCI— 164 — — 164 
Related tax amounts— 172 (86)1,202 1,288 
Balance as of September 30, 2024$(118,039)$(10,781)$659 $(287)$(128,448)
Balance as of June 30, 2023$(130,738)$(4,024)$91 $4,563 $(130,108)
Other comprehensive (loss) income before Reclassifications(25,501)304 (802)1,612 (24,387)
Amounts reclassified from AOCI— 71 (4)— 67 
Related tax amounts— (94)169 (371)(296)
Balance as of September 30, 2023$(156,239)$(3,743)$(546)$5,804 $(154,724)
Currency
Translation
Adjustments
Defined
Benefit
Pension
Plans
Unrealized Gain
(Loss) in
Available-for-
Sale Securities
Derivative
Instruments
Total
Balance as of December 31, 2023$(115,417)$(10,738)$333 $1,407 $(124,415)
Other comprehensive (loss) income before reclassifications(2,622)(425)416 (2,200)(4,831)
Amounts reclassified from AOCI— 373 (4)— 369 
Related tax amounts— (86)506 429 
Balance as of September 30, 2024$(118,039)$(10,781)$659 $(287)$(128,448)
Balance as of December 31, 2022$(132,161)$(4,595)$(1,484)$— $(138,240)
Other comprehensive (loss) income before reclassifications(24,078)915 640 7,538 (14,985)
Amounts reclassified from AOCI— 225 547 — 772 
Related tax amounts— (288)(249)(1,734)(2,271)
Balance as of September 30, 2023$(156,239)$(3,743)$(546)$5,804 $(154,724)
v3.24.3
Hedging Activities (Tables)
9 Months Ended
Sep. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Notional Amounts of Outstanding Derivative Positions :
CurrencySeptember 30,
2024
Mexican Peso$13,700 
Japanese Yen10,000 
$23,700 
Schedule of Balance Sheet Classification and Fair Values of Derivative Instruments
The balance sheet classification and fair values of the Company’s derivative instruments, which are Level 2 measurements, are as follows:
Derivatives instrumentsCondensed Consolidated Balance Sheets LocationSeptember 30,
2024
December 31,
2023
Interest rate swaps:Other accrued liabilities$373 $— 
Other non-current assets— 1,828 
Foreign currency forward contracts:Other accrued liabilities71 159 
The following table presents the net unrealized (loss) gain deferred to AOCI:
Derivatives designated as cash flow hedgesSeptember 30,
2024
December 31,
2023
Interest rate swapsAOCI$(287)$1,407 
The following table presents the location and the amount of net gain or loss recognized in the Company’s Condensed Consolidated Statements of Operations related to derivative instruments:
Three Months Ended
September 30,
Nine Months Ended
September 30,
Derivative instrumentsCondensed Consolidated Statements of Operations2024202320242023
Interest rate swapsInterest expense, net$1,295 $1,198 $3,854 $2,259 
Foreign exchange forward contractsOther (expense) income, net(1,308)(29)(2,040)2,107 
   Total$(13)$1,169 $1,814 $4,366 
v3.24.3
Basis of Presentation and Description of Business (Details)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
USD ($)
country
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
segment
country
Sep. 30, 2023
USD ($)
Number of reportable segments | segment     3  
Number of countries in which entity operates | country 25   25  
Argentina | Argentine and Turkish Subsidiaries        
Currency conversion impacts of hyper-inflationary accounting | $ $ 0.6 $ 1.2 $ 0.3 $ 2.9
Argentina | Argentine and Turkish Subsidiaries | Assets Total | Geographic Concentration Risk        
Concentration risk (as a percent) 1.00%   1.00%  
Argentina | Argentine and Turkish Subsidiaries | Sales Revenue Net | Geographic Concentration Risk        
Concentration risk (as a percent) 2.00%   2.00%  
v3.24.3
Business Acquisitions - (Details) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended 9 Months Ended
Jul. 31, 2024
Feb. 29, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Business Acquisition [Line Items]              
Earnout liability adjustment     $ 400 $ 0 $ 400 $ 0  
Goodwill     532,523   532,523   $ 512,518
Sutai Group              
Business Acquisition [Line Items]              
Purchase price $ 16,200            
Cash payments to acquire businesses 14,600            
Earnout liability adjustment     400   400    
Acquired intangible assets 3,100            
Goodwill 5,500            
Earnouts 1,600   $ 1,200   $ 1,200    
Cash acquired $ 5,500            
IKV              
Business Acquisition [Line Items]              
Purchase price   $ 35,200          
Cash payments to acquire businesses   29,700          
Acquired intangible assets   15,000          
Goodwill   16,400          
Earnouts   5,500          
Cash acquired   4,800          
IKV | Customer Relationships              
Business Acquisition [Line Items]              
Acquired intangible assets   $ 11,100          
Intangible assets, amortization period   16 years          
IKV | Product technologies              
Business Acquisition [Line Items]              
Acquired intangible assets   $ 3,200          
Intangible assets, amortization period   14 years          
IKV | Trademarks              
Business Acquisition [Line Items]              
Acquired intangible assets   $ 700          
Intangible assets, amortization period   5 years          
v3.24.3
Business Segments - Narrative (Details)
9 Months Ended
Sep. 30, 2024
segment
Segment Reporting, Measurement Disclosures [Abstract]  
Number of reportable segments 3
v3.24.3
Business Segments - Performance of Reportable Segments (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Segment Reporting Information [Line Items]        
Net sales $ 462,274 $ 490,612 $ 1,395,600 $ 1,486,204
Restructuring and related charges, net (2,610) (1,019) (4,787) (6,034)
Non-operating and administrative expenses (47,778) (52,280) (149,538) (154,001)
Depreciation of corporate assets and amortization (15,315) (15,216) (45,909) (45,683)
Operating income 51,718 59,518 165,693 166,242
Other income (expense), net 783 (2,713) 2,285 (8,558)
Interest expense, net (10,347) (12,781) (31,925) (38,744)
Income before taxes and equity in net income of associated companies 42,154 44,024 136,053 118,940
Operating Segments        
Segment Reporting Information [Line Items]        
Net sales 462,274 490,612 1,395,600 1,486,204
Segment operating earnings 117,421 128,033 365,927 371,960
Operating Segments | Americas        
Segment Reporting Information [Line Items]        
Net sales 220,275 245,899 673,546 750,531
Segment operating earnings 62,121 69,148 193,027 204,280
Operating Segments | EMEA        
Segment Reporting Information [Line Items]        
Net sales 134,135 139,620 410,558 435,602
Segment operating earnings 24,644 27,922 80,867 81,076
Operating Segments | Asia/Pacific        
Segment Reporting Information [Line Items]        
Net sales 107,864 105,093 311,496 300,071
Segment operating earnings 30,656 30,963 92,033 86,604
Intersegment Sales Elimination | Americas        
Segment Reporting Information [Line Items]        
Net sales 2,316 1,772 7,214 6,778
Intersegment Sales Elimination | EMEA        
Segment Reporting Information [Line Items]        
Net sales 4,881 5,161 17,420 18,718
Intersegment Sales Elimination | Asia/Pacific        
Segment Reporting Information [Line Items]        
Net sales $ 1,504 $ 793 $ 4,580 $ 1,329
v3.24.3
Net Sales and Revenue Recognition - Narrative (Details)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
USD ($)
Mar. 31, 2024
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
segment
Sep. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Concentration Risk [Line Items]            
Revenue recognized under net reporting arrangements $ 19.4   $ 21.6 $ 58.5 $ 63.2  
Deferred revenue $ 3.7     $ 3.7   $ 4.5
Number of reportable segments | segment       3    
Top Five Customers | Sales Revenue Net | Customer Concentration Risk            
Concentration Risk [Line Items]            
Concentration risk (as a percent)   12.00%        
Largest Customers | Sales Revenue Net | Customer Concentration Risk            
Concentration Risk [Line Items]            
Concentration risk (as a percent)   3.00%        
v3.24.3
Net Sales and Revenue Recognition - Disaggregated Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Product Information [Line Items]        
Net sales $ 462,274 $ 490,612 $ 1,395,600 $ 1,486,204
Operating Segments        
Product Information [Line Items]        
Net sales 462,274 490,612 1,395,600 1,486,204
Operating Segments | Americas        
Product Information [Line Items]        
Net sales 220,275 245,899 673,546 750,531
Operating Segments | EMEA        
Product Information [Line Items]        
Net sales 134,135 139,620 410,558 435,602
Operating Segments | Asia/Pacific        
Product Information [Line Items]        
Net sales 107,864 105,093 311,496 300,071
Operating Segments | Metals        
Product Information [Line Items]        
Net sales 152,560 149,907 451,527 453,319
Operating Segments | Metals | Americas        
Product Information [Line Items]        
Net sales 65,393 67,957 195,172 204,834
Operating Segments | Metals | EMEA        
Product Information [Line Items]        
Net sales 34,782 32,630 102,909 104,376
Operating Segments | Metals | Asia/Pacific        
Product Information [Line Items]        
Net sales 52,385 49,320 153,446 144,109
Operating Segments | Metalworking and other        
Product Information [Line Items]        
Net sales 309,714 340,705 944,073 1,032,885
Operating Segments | Metalworking and other | Americas        
Product Information [Line Items]        
Net sales 154,882 177,942 478,374 545,697
Operating Segments | Metalworking and other | EMEA        
Product Information [Line Items]        
Net sales 99,353 106,990 307,649 331,226
Operating Segments | Metalworking and other | Asia/Pacific        
Product Information [Line Items]        
Net sales $ 55,479 $ 55,773 $ 158,050 $ 155,962
v3.24.3
Leases - Narrative (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Lessee, Lease, Description [Line Items]        
Variable lease cost $ 0 $ 0 $ 0 $ 0
Sublease income $ 0 $ 0 $ 0 $ 0
Facilities Vehicles and Machinery and Equipment        
Lessee, Lease, Description [Line Items]        
Remaining lease terms (in years) 10 years   10 years  
Land        
Lessee, Lease, Description [Line Items]        
Remaining lease terms (in years) 91 years   91 years  
v3.24.3
Leases - Supplemental Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Lease, Cost [Abstract]          
Operating lease expense $ 3,695 $ 3,886 $ 11,165 $ 11,532  
Short-term lease expense 198 193 590 587  
Supplemental cash flow information related to leases          
Operating cash flows from operating leases 3,632 3,917 11,029 11,547  
Leased assets obtained in exchange for new operating lease liabilities 691 $ 2,910 6,055 $ 6,566  
Supplemental balance sheet information          
Right-of-use lease assets 35,408   35,408   $ 38,614
Other current liabilities 11,185   11,185   11,965
Long-term lease liabilities 20,610   20,610   22,937
Total operating lease liabilities $ 31,795   $ 31,795   $ 34,902
Weighted average remaining lease term (years) 4 years 10 months 24 days   4 years 10 months 24 days   5 years 1 month 6 days
Weighted average discount rate 5.40%   5.40%   4.91%
v3.24.3
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Lessee, Operating Lease, Liability, Payment, Due [Abstract]    
For the remainder of 2024 $ 3,620  
For the year ended December 31, 2025 11,292  
For the year ended December 31, 2026 8,540  
For the year ended December 31, 2027 4,703  
For the year ended December 31, 2028 2,645  
For the year ended December 31, 2029 and beyond 5,575  
Total lease payments 36,375  
Less: imputed interest (4,580)  
Present value of lease liabilities $ 31,795 $ 34,902
v3.24.3
Restructuring and Related Activities (Details)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
position
Sep. 30, 2023
USD ($)
Restructuring Cost and Reserve [Line Items]        
Number of positions eliminated | position     175  
Real estate, held-for-sale $ 2,200   $ 2,200  
Restructuring Reserve [Roll Forward]        
Restructuring and related charges, net 2,610 $ 1,019 4,787 $ 6,034
Gain (loss) on disposition of other assets 500   500  
Restructuring Charges        
Restructuring Reserve [Roll Forward]        
Accrued restructuring, beginning balance     3,350  
Restructuring and related charges, net     4,787  
Cash payments     (6,397)  
Currency translation adjustments     (13)  
Accrued restructuring, ending balance $ 1,727   $ 1,727  
v3.24.3
Share-Based Compensation - Share-based Compensation Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total share-based compensation expense $ 4,285 $ 3,775 $ 12,413 $ 11,189
Stock options        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total share-based compensation expense 35 203 249 837
Non-vested stock awards and restricted stock units        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total share-based compensation expense 2,672 2,429 7,800 7,192
Director stock ownership plan        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total share-based compensation expense 39 30 99 56
Performance stock units        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total share-based compensation expense $ 1,539 $ 1,113 $ 4,265 $ 3,104
v3.24.3
Share-Based Compensation - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Share-based compensation expense $ 4,285 $ 3,775 $ 12,413 $ 11,189
Share-Based Payment Arrangement, Option        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Unrecognized compensation expense, options 100   $ 100  
Weighted average remaining life, nonvested stock awards (in years)     6 months  
Restricted Stock        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Weighted average remaining life, nonvested stock awards (in years)     1 year  
Nonvested stock awards granted (in shares)     872  
Unrecognized share-based compensation expense, nonvested stock award 2,100   $ 2,100  
Restricted Stock | Minimum        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Option award vesting period (in years)     1 year  
Restricted Stock | Maximum        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Option award vesting period (in years)     3 years  
Restricted Stock Units (RSUs)        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Weighted average remaining life, nonvested stock awards (in years)     1 year 6 months  
Nonvested stock awards granted (in shares)     59,678  
Unrecognized share-based compensation expense, nonvested stock award 7,900   $ 7,900  
Restricted Stock Units (RSUs) | Minimum        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Option award vesting period (in years)     1 year  
Restricted Stock Units (RSUs) | Maximum        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Option award vesting period (in years)     3 years  
Performance Stock Units        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Share-based compensation expense 1,539 $ 1,113 $ 4,265 $ 3,104
Unrecognized compensation expense, options $ 10,700   $ 10,700  
Weighted average remaining life, nonvested stock awards (in years)     2 years 1 month 6 days  
Vesting shares target lower (as a percent)     0.00%  
Vesting shares target upper (as a percent)     200.00%  
Grant date per value (in dollars per unit) $ 234.19   $ 234.19  
Performance Stock Units | Maximum        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Option award vesting period (in years)     3 years  
Performance Stock Units, ROIC        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Nonvested stock awards granted (in shares)     21,019  
Grant date per value (in dollars per unit) $ 200.16   $ 200.16  
Performance Stock Units, TSR        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Nonvested stock awards granted (in shares)     20,883  
v3.24.3
Share-Based Compensation - Monte Carlo Simulation on Grant Date (Details) - Performance Stock Units
9 Months Ended
Sep. 30, 2024
$ / shares
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]  
Grant date per value (in dollars per unit) $ 234.19
2024 Grants  
Risk-free interest rate 4.55%
Dividend yield 0.91%
Expected term (years) 3 years
v3.24.3
Pension and Other Postretirement Benefits - Net Periodic Benefit Cost (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pension Benefits        
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]        
Service cost $ 103 $ 109 $ 319 $ 320
Interest cost 2,393 2,487 7,131 7,452
Expected return on plan assets (2,056) (2,033) (6,104) (6,056)
Actuarial loss (gain) amortization 128 103 380 308
Prior service cost (income) amortization 6 18 21 26
Net periodic benefit cost (income) 574 684 1,747 2,050
Other Postretirement Benefits        
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]        
Service cost 0 0 0 0
Interest cost 15 14 46 51
Expected return on plan assets 0 0 0 0
Actuarial loss (gain) amortization (17) (36) (76) (95)
Prior service cost (income) amortization 0 (4) 0 (12)
Net periodic benefit cost (income) $ (2) $ (26) $ (30) $ (56)
v3.24.3
Pension and Other Postretirement Benefits - Narrative (Details)
$ in Millions
9 Months Ended
Sep. 30, 2024
USD ($)
Pension Benefits  
Defined Benefit Plan Disclosure [Line Items]  
Employer contributions $ 5.3
Expected future employer contributions, remainder of fiscal year 6.5
Other Postretirement Benefits  
Defined Benefit Plan Disclosure [Line Items]  
Employer contributions 0.1
Expected future employer contributions, remainder of fiscal year $ 0.2
v3.24.3
Other (expense) income, net (Details) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended 9 Months Ended
Jul. 31, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Other Income and Expenses [Abstract]          
Non-income tax refunds and other related credits   $ 732 $ 91 $ 3,755 $ 1,339
Income from third party license fees   158 245 553 891
(Loss) gain on disposals of property, plant, equipment and other assets, net   (56) (25) 861 (91)
Foreign exchange losses, net   (949) (2,498) (2,124) (10,049)
Pension and postretirement benefit costs, non-service components   (469) (549) (1,398) (1,674)
Facility remediation recoveries, net   0 0 0 1,014
Business interruption insurance proceeds $ 1,000 1,000 0 1,000 0
Product liability claim   0 0 (896) 0
Earnout liability adjustment   400 0 400 0
Other non-operating (expense) income, net   (33) 23 134 12
Total other income (expense), net   $ 783 $ (2,713) $ 2,285 $ (8,558)
v3.24.3
Income Taxes and Uncertain Income Tax Positions - (Details)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Tax Disclosure [Abstract]        
Effective tax rate (as a percent) 28.90% 30.90% 29.70% 31.10%
v3.24.3
Earnings Per Share - Basic (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Earnings Per Share [Abstract]        
Net income attributable to Quaker Chemical Corporation $ 32,346 $ 33,670 $ 102,458 $ 92,550
Less: income allocated to participating securities (85) (164) (359) (464)
Net income available to common shareholders $ 32,261 $ 33,506 $ 102,099 $ 92,086
Basic weighted average common shares outstanding (in shares) 17,837,858 17,908,754 17,889,168 17,889,444
Basic earnings per common share (in dollars per share) $ 1.81 $ 1.87 $ 5.71 $ 5.15
v3.24.3
Earnings Per Share - Diluted (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Earnings Per Share [Abstract]        
Net income attributable to Quaker Chemical Corporation $ 32,346 $ 33,670 $ 102,458 $ 92,550
Less: income allocated to participating securities (85) (164) (358) (464)
Net income available to common shareholders $ 32,261 $ 33,506 $ 102,100 $ 92,086
Basic weighted average common shares outstanding (in shares) 17,837,858 17,908,754 17,889,168 17,889,444
Effect of dilutive securities (in shares) 26,477 12,520 20,799 16,709
Diluted weighted average common shares outstanding (in shares) 17,864,335 17,921,274 17,909,967 17,906,153
Diluted earnings per common share (in dollars per share) $ 1.81 $ 1.87 $ 5.70 $ 5.14
v3.24.3
Earnings Per Share - Antidilutive Shares (Details) - shares
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Earnings Per Share [Abstract]        
Antidilutive shares (in share) 19,374 11,598 31,377 10,453
v3.24.3
Goodwill and Other Intangible Assets - Changes in Carrying Amount of Goodwill (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2024
USD ($)
Goodwill [Roll Forward]  
Beginning balance $ 512,518
Goodwill additions 21,959
Currency translation adjustments (1,954)
Ending balance 532,523
Previously Reported  
Goodwill [Roll Forward]  
Beginning balance 512,518
Operating Segments | Americas  
Goodwill [Roll Forward]  
Goodwill additions 0
Currency translation adjustments (3,748)
Ending balance 279,355
Operating Segments | EMEA  
Goodwill [Roll Forward]  
Goodwill additions 16,448
Currency translation adjustments (215)
Ending balance 82,173
Operating Segments | Asia/Pacific  
Goodwill [Roll Forward]  
Goodwill additions 5,511
Currency translation adjustments 2,009
Ending balance 170,995
Operating Segments | Previously Reported | Americas  
Goodwill [Roll Forward]  
Beginning balance 283,103
Operating Segments | Previously Reported | EMEA  
Goodwill [Roll Forward]  
Beginning balance 65,940
Operating Segments | Previously Reported | Asia/Pacific  
Goodwill [Roll Forward]  
Beginning balance $ 163,475
v3.24.3
Goodwill and Other Intangible Assets - Gross Carrying Amounts and Accumulated Amortization for Definite-lived Intangible Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 1,030,497 $ 1,009,067
Accumulated Amortization 350,410 305,527
Net Book Value 680,087 703,540
Customer lists and rights to sell    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 856,919 841,562
Accumulated Amortization 281,935 243,872
Net Book Value 574,984 597,690
Trademarks, formulations and product technology    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 167,736 161,613
Accumulated Amortization 62,734 55,879
Net Book Value 105,002 105,734
Other    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 5,842 5,892
Accumulated Amortization 5,741 5,776
Net Book Value $ 101 $ 116
v3.24.3
Goodwill and Other Intangible Assets - Amortization Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]        
Amortization expense $ 14,630 $ 14,529 $ 43,845 $ 43,734
v3.24.3
Goodwill and Other Intangible Assets - Intangible Assets - Future Amortization (Details)
$ in Thousands
Sep. 30, 2024
USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]  
For the remainder of 2024 $ 15,373
For the year ended December 31, 2025 58,606
For the year ended December 31, 2026 58,308
For the year ended December 31, 2027 57,968
For the year ended December 31, 2028 57,486
Finite-Lived Intangible Asset, Expected Amortization, Year Five $ 56,397
v3.24.3
Goodwill and Other Intangible Assets - Indefinite Lived (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Indefinite lived intangible assets $ 194.7  
Houghton Combination    
Finite-Lived Intangible Assets [Line Items]    
Indefinite-lived trademarks   $ 193.2
v3.24.3
Debt - Schedule of Debt (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Outstanding Balance $ 740,645 $ 755,612
Less: debt issuance costs (1,210) (1,545)
Less: short-term and current portion of long-term debts (38,787) (23,444)
Long-term debt $ 700,648 $ 730,623
Revolver    
Debt Instrument [Line Items]    
Interest Rate 4.50% 5.13%
Outstanding Balance $ 61,404 $ 30,904
U.S. Term Loan    
Debt Instrument [Line Items]    
Interest Rate 6.32% 6.71%
Outstanding Balance $ 515,543 $ 561,250
Euro Term Loan    
Debt Instrument [Line Items]    
Interest Rate 4.50% 5.13%
Outstanding Balance $ 151,137 $ 152,366
Industrial development bonds    
Debt Instrument [Line Items]    
Interest Rate 5.26% 5.26%
Outstanding Balance $ 10,000 $ 10,000
Bank lines of credit and other debt obligations    
Debt Instrument [Line Items]    
Outstanding Balance $ 2,561 $ 1,092
v3.24.3
Debt - Narrative (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2022
Interest rate swaps:            
Debt Instrument [Line Items]            
Derivative liability, notional amount   $ 300,000,000.0        
Derivative term (in years)   3 years 3 years      
Derivative, fixed interest rate (as a percent)   3.64%        
Derivative variable interest rate (as a percent) 4.90%     4.90%    
Other Assets            
Debt Instrument [Line Items]            
Debt issuance costs $ 2,600,000     $ 2,600,000 $ 3,300,000  
Euro Term Loan            
Debt Instrument [Line Items]            
Maximum borrowing capacity           $ 150,000,000.0
U.S. Term Loan            
Debt Instrument [Line Items]            
Maximum borrowing capacity           600,000,000.0
Revolver            
Debt Instrument [Line Items]            
Maximum borrowing capacity           $ 500,000,000.0
Credit faclity as percentage of consolidated EBITDA (as a percent)           100.00%
Debt issuance costs 1,200,000     1,200,000 1,500,000  
Revolver | Letter of Credit            
Debt Instrument [Line Items]            
Letters of credit outstanding amount $ 3,000,000     $ 3,000,000    
Amended Credit Facility            
Debt Instrument [Line Items]            
Maximum increase in borrowing capacity           $ 300,000,000.0
Long-term debt term (in years)           5 years
Amended Credit Facility | Maximum            
Debt Instrument [Line Items]            
Commitment fee percentage (as a percent)       0.275%    
Amended Credit Facility | Minimum            
Debt Instrument [Line Items]            
Commitment fee percentage (as a percent)       0.15%    
Original Credit Facility and the Amended Credit Facility            
Debt Instrument [Line Items]            
Long-term debt, weighted average interest rate, over time (as a percent) 6.10%     6.20%    
Original Credit Facility            
Debt Instrument [Line Items]            
Long-term debt interest rate (as a percent) 5.80%     5.80%    
Corporate Bond Securities            
Debt Instrument [Line Items]            
Industrial development revenue bond $ 10,000,000.0     $ 10,000,000.0 $ 10,000,000.0  
Bank lines of credit and other debt obligations            
Debt Instrument [Line Items]            
Letters of credit outstanding amount 7,000,000     7,000,000    
Remaining borrowing capacity 35,000,000     35,000,000    
Revolving Credit Facility | Letter of Credit            
Debt Instrument [Line Items]            
Unused borrowing capacity $ 436,000,000     $ 436,000,000    
v3.24.3
Debt - Debt Related Expenses Included within Interest Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Debt related expenses included within Interest expense:        
Interest expense, net $ 10,774 $ 12,598 $ 33,585 $ 40,863
Amortization of debt issuance costs 353 353 1,059 1,059
Total $ 11,127 $ 12,951 $ 34,644 $ 41,922
v3.24.3
Accumulated Other Comprehensive Income - AOCI Reclassifications (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Beginning Balance     $ (124,415)  
Other comprehensive income (loss) before Reclassifications $ 35,862 $ (24,387) (4,831) $ (14,985)
Amounts reclassified from AOCI 164 67 369 772
Related tax amounts 1,288 (296) 429 (2,271)
Ending Balance (128,448)   (128,448)  
Currency Translation Adjustments        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Beginning Balance (159,574) (130,738) (115,417) (132,161)
Other comprehensive income (loss) before Reclassifications 41,535 (25,501) (2,622) (24,078)
Amounts reclassified from AOCI 0 0 0 0
Related tax amounts 0 0 0 0
Ending Balance (118,039) (156,239) (118,039) (156,239)
Defined Benefit Pension Plans        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Beginning Balance (10,259) (4,024) (10,738) (4,595)
Other comprehensive income (loss) before Reclassifications (858) 304 (425) 915
Amounts reclassified from AOCI 164 71 373 225
Related tax amounts 172 (94) 9 (288)
Ending Balance (10,781) (3,743) (10,781) (3,743)
Unrealized Gain (Loss) in Available-for- Sale Securities        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Beginning Balance 334 91 333 (1,484)
Other comprehensive income (loss) before Reclassifications 411 (802) 416 640
Amounts reclassified from AOCI 0 (4) (4) 547
Related tax amounts (86) 169 (86) (249)
Ending Balance 659 (546) 659 (546)
Derivative Instruments        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Beginning Balance 3,737 4,563 1,407 0
Other comprehensive income (loss) before Reclassifications (5,226) 1,612 (2,200) 7,538
Amounts reclassified from AOCI 0 0 0 0
Related tax amounts 1,202 (371) 506 (1,734)
Ending Balance (287) 5,804 (287) 5,804
Accumulated Other Comprehensive Loss        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Beginning Balance (165,762) (130,108) (124,415) (138,240)
Ending Balance $ (128,448) $ (154,724) $ (128,448) $ (154,724)
v3.24.3
Fair Value Measurements - Narrative (Details)
$ in Millions
1 Months Ended
Jun. 30, 2023
USD ($)
Fair Value Disclosures [Abstract]  
Surrendered and liquidated life insurance policies $ 1.9
v3.24.3
Hedging Activities - Notional Amounts of Net Foreign Exchange Hedge Positions (Details)
$ in Thousands
Sep. 30, 2024
USD ($)
Derivative [Line Items]  
Notional amount $ 23,700
Mexican Peso  
Derivative [Line Items]  
Notional amount 13,700
Japanese Yen  
Derivative [Line Items]  
Notional amount $ 10,000
v3.24.3
Hedging Activities - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Mar. 31, 2024
Jun. 30, 2023
Sep. 30, 2024
Foreign currency forward contracts:      
Derivative [Line Items]      
Derivative term (in years)     1 month
Interest rate swaps:      
Derivative [Line Items]      
Derivative term (in years) 3 years 3 years  
Derivative liability, notional amount $ 300.0    
v3.24.3
Hedging Activities - Balance Sheet Classification and Fair Values (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Derivative Instruments, Gain (Loss) [Line Items]          
Net gain (loss) reclassified from AOCI to earnings $ (13) $ 1,169 $ 1,814 $ 4,366  
Interest expense, net          
Derivative Instruments, Gain (Loss) [Line Items]          
Net gain (loss) reclassified from AOCI to earnings 1,295 1,198 3,854 2,259  
Other income (expense), net          
Derivative Instruments, Gain (Loss) [Line Items]          
Net gain (loss) reclassified from AOCI to earnings $ (1,308) $ (29) (2,040) $ 2,107  
Interest rate swaps:          
Derivative Instruments, Gain (Loss) [Line Items]          
Net unrealized loss deferred to AOCI     (287)   $ 1,407
Interest rate swaps: | Other accrued liabilities          
Derivative Instruments, Gain (Loss) [Line Items]          
Fair Value     373   0
Interest rate swaps: | Other non-current assets          
Derivative Instruments, Gain (Loss) [Line Items]          
Fair Value     0   1,828
Foreign currency forward contracts: | Other accrued liabilities          
Derivative Instruments, Gain (Loss) [Line Items]          
Fair Value     $ 71   $ 159
v3.24.3
Commitments and Contingencies (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Coral Chemical Company (Coral) | Minimum    
Loss Contingencies [Line Items]    
Loss contingency, estimate of possible loss $ 0  
Coral Chemical Company (Coral) | Maximum    
Loss Contingencies [Line Items]    
Loss contingency, estimate of possible loss 1,500  
Houghton Environmental Matters    
Loss Contingencies [Line Items]    
Loss contingency, estimate of possible loss $ 6,000 $ 6,000

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