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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 13, 1997
QUAKER CHEMICAL CORPORATION
(Exact name of Registrant as specified in its charter)
PENNSYLVANIA 0-7154 23-0993790
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
Elm and Lee Streets
Conshohocken, PA 19428
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 832-4000
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ITEM 5: Other Events.
The Company's press release dated February 13, 1997 filed herewith
as Exhibit 99.2 is incorporated herein by this reference.
ITEM 7: Financial Statements and Exhibits.
99.2 Press Release.
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SIGNATURES
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 hereunto duly authorized.
QUAKER CHEMICAL CORPORATION
By: /s/ THOMAS F. KIRK
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Thomas F. Kirk
Vice President and Chief Financial Officer
DATE: February 20, 1997
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EXHIBIT INDEX
EXHIBIT PAGE
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99.2 Press Release 5
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EXHIBIT 99.2
QUAKER CHEMICAL CORPORATION KWR
[LOGO] CONSHOHOCKEN, PA 19428 LISTED
610-832-4000 NYSE
[LOGO]
FOR RELEASE: CONTACT:
IMMEDIATE THOMAS F. KIRK
VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(610) 832-4102
N E W S
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QUAKER CHEMICAL ANNOUNCES RECORD YEAR AND FOURTH QUARTER SALES AND
IMPROVED OPERATING RESULTS OFFSET BY SPECIAL CHARGES
February 13, 1997
CONSHOHOCKEN, PA -- Quaker Chemical Corporation today announced operating
results for the fourth quarter and twelve months ended December 31, 1996.
Net sales for the year were a record $240.3 million, an increase of 6% over
1995. Income was $9.3 million and earnings per share were $1.08,
improvements of 39% and 42%, respectively, over 1995 results, excluding the
effect of a special charge of $24.5 million in 1996 ($13.1 million
recognized in the third quarter and $11.4 million in the fourth quarter).
With this special charge included, the Company's results were a net loss of
$7.6 million or $.88 per share.
Net sales for the fourth quarter were $60.5 million, 9% higher than the
fourth quarter of 1995. Income was $2.2 million and earnings per share
were $.25, a $2.0 million or $.23 per share increase over a weak fourth
quarter of 1995, excluding the effect of the fourth quarter special charge
of $11.4 million. With this special charge included, the Company's results
were a net loss of $6 million or $.70 per share. Also affecting the fourth
quarter of 1996 was an additional provision of approximately $1.3 million
for estimated future remediation costs related to certain soil and
groundwater contamination at a Company facility.
Ronald J. Naples, President and Chief Executive Officer, noted that fourth
quarter performance benefitted from the strong level of sales and the
Company's continued improvement in operations. He added that the
significant increase in operating earnings compared to 1995 was due largely
to strong volume and strengthening prices in Europe, generally improved
performance in the Company's other operating units, and continued stable
raw material costs.
Mr. Naples stated that the implementation of the previously announced plan
to improve manufacturing capacity utilization, customer responsiveness,
operating efficiencies, and asset returns resulted in pretax charges of
$11.4 million ($8.3 million after tax or $.95 per share) in the fourth
quarter and $24.5 million ($16.9 million after tax or $1.96 per share) for
the year, approximately $1.5 million higher than originally estimated.
Mr. Naples added that the fourth quarter charges, about two-thirds of which
were non-cash, consisted of a $6.2 million charge to restructure research
and other functional activities in Europe and a $5.2 million write-down of
the Company's investment in its Fluid Recycling Services Company ("FRS")
joint venture. The determination to take the FRS charge was made after
extensive analysis of FRS's past performance and future prospects compared
to the Company's level of investment.
Quaker Chemical Corporation, headquartered in Conshohocken, Pennsylvania,
is a worldwide developer, producer, and marketer of high-quality chemical
specialty products and a provider of fluid management services for
industrial customers, primarily steel, automotive, and can makers around
the globe.
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QUAKER CHEMICAL CORPORATION
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CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED DECEMBER 31,
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Dollars in thousands except per share data
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FOURTH QUARTER TWELVE MONTHS
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1996 1995 1996 1995
---- ---- ---- ----
Net sales .................. $ 60,449 $ 55,604 $ 240,251 $ 227,038
Other income, net .......... 354 605 1,508 2,090
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60,803 56,209 241,759 229,128
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Costs and expenses
Cost of goods sold ....... 34,337 33,221 138,199 135,490
Selling, administrative
and general expenses ... 22,589 21,410 86,853 80,115
Repositioning charges .... 6,130 19,230
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63,056 54,631 244,282 215,605
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(Loss) income from operations (2,253) 1,578 (2,523) 13,523
Interest expense ............ (430) (505) (1,906) (1,712)
Interest income ............. 157 84 432 286
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(Loss) income before taxes .. (2,526) 1,157 (3,997) 12,097
Taxes on income ............. 269 533 466 4,887
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(2,795) 624 (4,463) 7,210
Asset impairment charges on
equity company interest
(net of tax) .............. (3,445) (3,445)
Equity in net income (loss)
of associated companies ... 193 (298) 480 (78)
Minority interest in net
loss (income) of
subsidiaries .............. 5 (123) (171) (444)
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NET (LOSS) INCOME ...........$ (6,042) $ 203 $ (7,599) $ 6,688
========== ========== ========== ==========
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PER SHARE DATA:
Net (loss) income ........... ($0.70) $0.02 ($0.88) $0.76
Based on weighted average
number of shares
outstanding ............... 8,575,074 8,803,284 8,587,178 8,810,820
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QUAKER CHEMICAL CORPORATION
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SUMMARY CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED DECEMBER 31,
--------------------------------------------
Dollars in thousands except per share data
------------------------------------------
FOURTH QUARTER TWELVE MONTHS
----------------------- -----------------------
1996 1995 1996 1995
---- ---- ---- ----
NET SALES .................. $ 60,449 $ 55,604 $ 240,251 $ 227,038
GROSS MARGIN ............... $ 26,112 $ 22,383 $ 102,052 $ 91,548
OPERATING INCOME ........... $ 3,523 $ 973 $ 15,199 $ 11,433
Income before special
charges .................. $ 2,224 $ 203 $ 9,313 $ 6,688
Special charges - after tax (8,266) (16,912)
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NET (LOSS) INCOME ...........$ (6,042) $ 203 $ (7,599) $ 6,688
========== ========== ========== ==========
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PER SHARE DATA:
Income before special
charges .................. $0.25 $0.02 $1.08 $0.76
Special charges ............ (0.95) (1.96)
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Net (loss) income .......... ($0.70) $0.02 ($0.88) $0.76
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