QUAKER CHEMICAL CORP Item 1A Risk Factors Changes to the industries and markets that Quaker serves could have a material adverse effect on the Company’s liquidity, financial position and results of operations |
The chemical specialty industry comprises a number of companies of similar size as well as companies larger and smaller than Quaker |
It is estimated that Quaker holds a leading global position in the markets for process fluids to produce sheet steel and in portions of the automotive and industrial markets |
The industry remains highly competitive, and a number of companies with significant financial resources and/or customer relationships compete with us to provide similar products and services |
Our competitors may be positioned to offer more favorable pricing and service terms, resulting in reduced profitability and loss of market share for us |
Historically, competition in the industry has been based primarily on the ability to provide products that meet the needs of the customer and render technical services and laboratory assistance to the customer and, to a lesser extent, on price |
Success factors critical to the Company’s business include successfully differentiating the Company’s offering from its competition, operating efficiently and profitably as a globally integrated whole, and increasing market share and customer penetration through internally developed business programs and strategic acquisitions |
The business environment in which the Company operates remains challenging |
The Company is subject to the same business cycles as those experienced by steel, automobile, aircraft, appliance, and durable goods manufacturers |
A major risk is that the Company’s demand is largely derived from the demand for its customers’ products, which subjects the Company to uncertainties related to downturns in our customers’ business and unanticipated customer production shutdowns or curtailments |
Customer production within the steel and automotive industries has been recently slowing especially in the US and European markets |
The Company has limited ability to adjust its cost level contemporaneously with changes in sales and gross margins |
Thus, a significant downturn in sales or gross margins due to weak end-user markets, loss of a significant customer, and/or rising raw material costs could have material adverse effect on the Company’s liquidity, financial position and results of operations |
Our business depends on attracting and retaining qualified management personnel |
The unanticipated departure of any key member of our management team could have an adverse effect on our business |
Given the relative size of the Company and the breadth of its global operations, there are a limited number of qualified management personnel to assume the responsibilities of management level employees should there be management turnover |
In addition, because of the specialized and technical nature of our business, our future performance is dependent on the continued service of, and our ability to attract and retain qualified management, commercial and technical personnel |
Competition for such personnel is intense, and we may be unable to continue to attract or retain such personnel |
Inability to obtain sufficient price increases or contract concessions to offset increases in the costs of raw material could have a material adverse effect on the Company’s liquidity, financial position and results of operations |
Price increases implemented could result in the loss of customers |
Quaker uses over 1cmam000 raw materials, including mineral oils and derivatives, animal fats and derivatives, vegetable oils and derivatives, ethylene derivatives, solvents, surface active agents, chlorinated paraffinic compounds, and a wide variety of other organic and inorganic compounds |
In 2005, only three raw material groups (mineral oil and derivatives, animal fats and derivatives, and vegetable oils and derivatives) each accounted for as much as 10prca of the total cost of Quaker’s raw material purchases |
The price of mineral oil can be affected by the price of crude oil and refining capacity |
In addition, many of the raw materials used by Quaker are “commodity” chemicals |
Accordingly, Quaker’s earnings can be affected by market changes in raw material prices |
5 ______________________________________________________________________ Over the past three years, Quaker has experienced significant increases in its raw material costs, particularly crude-oil derivatives |
In addition, refining capacity has also been constrained by hurricanes and other factors, which separately and further contributed to higher raw material costs and negatively impacted margins |
In response, the Company has aggressively pursued price increases to offset the increased raw material costs |
Although the Company has been successful in recovering a substantial amount of the raw material cost increases, it has experienced competitive as well as contractual constraints limiting pricing actions |
The contractual limitations include certain of the Company’s CMS contracts for which there are fixed fees that do not allow for adjustments, notwithstanding the increases in third party product purchase costs |
In addition, as a result of the Company’s pricing actions, customers may become more likely to consider competitor’s products, some of which may be available at a lower cost |
Significant loss of customers could result in a material adverse effect on the Company’s results of operations |
Bankruptcy of a significant customer could have a material adverse effect on our liquidity, financial position and results of operations |
During 2005, our five largest customers (each composed of multiple subsidiaries or divisions with semi-autonomous purchasing authority) together accounted for approximately 25prca of our consolidated net sales with the largest customer (General Motors) accounting for approximately 9prca of consolidated net sales |
A significant portion of Quaker’s revenues is derived from sales to customers in the US steel industry, where a number of bankruptcies occurred during recent years |
In addition, certain large industrial customers have also experienced financial difficulty |
As part of the bankruptcy process, the Company’s pre-petition receivables may not be realized, customer manufacturing sites may be closed or contracts voided |
The bankruptcy of a major customer could have a material adverse effect on the Company’s liquidity, financial position and results of operations |
Steel customers typically have limited manufacturing locations as compared to metalworking customers and generally use higher volumes of products at a single location |
The loss or closure of a steel mill or other major customer site of a significant customer could have a material adverse effect on Quaker’s business |
Failure to comply with any material provisions of our credit facility could have a material adverse effect on our liquidity, financial position and results of operations |
The Company maintains a dlra100dtta0 million unsecured credit facility (the “Credit Facility”) with a group of lenders, which can be increased to dlra125dtta0 million at the Company’s option if lenders agree to increase their commitments and the Company satisfies certain conditions |
The Credit Facility, which matures on September 30, 2010, provides the availability of revolving credit borrowings |
In general, the borrowings under the Credit Facility bear interest at either a base rate or LIBOR rate plus a margin based on the Company’s consolidated leverage ratio |
The Credit Facility contains limitations on capital expenditures, investments, acquisitions and liens, as well as default provisions customary for facilities of its type |
While these covenants and restrictions are not currently considered to be overly restrictive, they could become more difficult to comply with as our business or financial conditions change |
In addition, deterioration in the Company’s results of operations or financial position could significantly increase borrowing costs |
Quaker is exposed to market rate risk for changes in interest rates, due to the variable interest rate applied to the Company’s borrowings under its credit facilities |
Accordingly, if interest rates rise significantly, the cost of debt to Quaker will increase, perhaps significantly, depending on the extent of Quaker’s borrowings under the Credit Facility |
At December 31, 2005, the Company had dlra63dtta8 million outstanding under its credit facilities |
In the fourth quarter of 2005, the Company entered into interest rate swaps in order to fix a portion of its variable rate debt and mitigate the risks associated with higher interest rates |
The combined notional value of the swaps was dlra15dtta0 million at December 31, 2005 |
6 ______________________________________________________________________ Failure to generate taxable income could have a material adverse effect on our financial position and results of operations |
At the end of 2005, the Company had net US deferred tax assets totaling dlra15dtta3 million, excluding deferred tax assets relating to additional minimum pension liabilities |
In addition, the Company has dlra3dtta5 million in operating loss carryforwards related to certain of its foreign operations |
The Company records valuation allowances when necessary to reduce its deferred tax assets to the amount that is more likely than not to be realized |
The Company considers future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance |
However, in the event the Company were to determine that it would not be able to realize all or part of its net deferred tax assets in the future, an adjustment to the deferred tax asset would be a non-cash charge to income in the period such determination was made, which could have a material adverse effect on the Company’s financial statements |
The continued upward pressure in the Company’s crude oil based raw materials has outpaced the Company’s selling price increases, negatively impacting profitability |
The Company continues to closely monitor this situation as it relates to its net deferred tax assets and the assessment of valuation allowances |
The Company is implementing actions that could positively impact taxable income |
Environmental laws and regulations and pending legal proceedings may materially and adversely affect the Company’s liquidity, financial position and results of operations |
The Company is a party to proceedings, cases, and requests for information from, and negotiations with, various claimants and Federal and state agencies relating to various matters including environmental matters |
Incorporated herein by reference is the information concerning pending asbestos-related litigation against an inactive subsidiary and amounts accrued associated with certain environmental investigatory and non-capital remediation costs in Note 18 of Notes to Consolidated Financial Statements which appears in Item 8 of this Report |
The scope of our international operations subject the Company to risks, including risks from changes in trade regulations, currency fluctuations, and political and economic instability |
Since significant revenues and earnings are generated by non-US operations, Quaker’s financial results are affected by currency fluctuations, particularly between the US dollar, the EU euro, and the Brazilian real, and the impact of those currency fluctuations on the underlying economies |
During the past three years, sales by non-US subsidiaries accounted for approximately 53prca to 55prca of the annual consolidated net sales |
All these operations use the local currency as their functional currency |
The Company generally does not use financial instruments that expose it to significant risk involving foreign currency transactions; however, the size of non-US activities has a significant impact on reported operating results and attendant net assets |
Therefore, as exchange rates vary, Quaker’s results can be materially affected |
Incorporated by reference is the foreign exchange risk information contained in Item 7A of this Report and the geographic information in Note 13 of Notes to Consolidated Financial Statements included in Item 8 of this Report |
Additional risks associated with the Company’s international operations include but are not limited to the following: • Changes in economic conditions from country to country, • Changes in a country’s political condition, • Trade protection measures, • Licensing and other legal requirements, • Local tax issues, • Longer payment cycles in certain foreign markets, • Restrictions on the repatriation of our assets, including cash, 7 ______________________________________________________________________ • Significant foreign and United States taxes on repatriated cash, • The difficulties of staffing and managing dispersed international operations, • Less protective foreign intellectual property laws, and • Legal systems which may be less developed and predictable than those in the United States |
Terrorist attacks, or other acts of violence or war may affect the markets in which we operate and our profitability |
Terrorist attacks may negatively affect our operations |
There can be no assurance that there will not be further terrorist attacks against the United States or United States businesses |
Terrorist attacks or armed conflicts may directly impact our physical facilities or those of our suppliers or customers |
Additional terrorist attacks may disrupt the global insurance and reinsurance industries with the result that we may not be able to obtain insurance at historical terms and levels for all of our facilities |
Furthermore, additional attacks may make travel and the transportation of our supplies and products more difficult and more expensive and ultimately affect the sales of our products |
The consequences of terrorist attacks or armed conflicts are unpredictable, and we may not be able to foresee events that could have an adverse effect on our business |