UNITED STATES

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

 

 

 

 

                                                              FORM 10-Q               

 

 

 

 

 

 

[X]

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

For the quarterly period ended March 31, 2015

 

OR

 

[   ]

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

 

For the transition period from              to             

 

Commission file number 001-12019

 

 

 

 

 

 

QUAKER CHEMICAL CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

 

 

 

 

 

 

 

Pennsylvania

 

23-0993790

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

 

One Quaker Park, 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.

 

 

 

 

 

 

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   [  ]     

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).            Yes    [X]     No  [  ]     

 

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

 

 

 

Large accelerated filer [X]      

 

Accelerated filer  [  ]

 

 

Non-accelerated filer  [  ] (Do not check if smaller reporting company)

Smaller reporting Company [  ]

 

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  [  ]    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 March 31, 2015

 

 

13,332,472

  

 


 

QUAKER CHEMICAL CORPORATION AND CONSOLIDATED SUBSIDIARIES

 

 

 

 

 

 

  

 

Page

PART I.

  

FINANCIAL INFORMATION

 

Item 1.

 

Financial Statements (unaudited)

 

 

 

Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2015 and March 31, 2014

3

 

 

Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2015 and March 31, 2014

4

 

 

Condensed Consolidated Balance Sheets at March 31, 2015 and December 31, 2014

5

 

 

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and March 31, 2014

6

 

 

Notes to Condensed Consolidated Financial Statements

7

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

20

Item 3.

  

Quantitative and Qualitative Disclosures about Market Risk

25

Item 4.

  

Controls and Procedures

26

PART II.

  

OTHER INFORMATION

27

Item 1.

 

Legal Proceedings

27

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

27

Item 6.

  

Exhibits

28

Signatures

28

  

 


 

PART I

FINANCIAL INFORMATION

 

Item 1.                        Financial Statements (Unaudited).

 

Quaker Chemical Corporation

Condensed Consolidated Statements of Income

(Dollars in thousands, except per share data)

 

 

 

Unaudited

 

 

Three Months Ended March 31,

 

 

2015

 

2014

Net sales

$

181,330

 

$

181,674

Cost of goods sold

  

115,002

 

  

116,560

Gross profit

  

66,328

 

  

65,114

Selling, general and administrative expenses

  

48,464

 

  

45,741

Operating income

  

17,864

 

  

19,373

Other expense, net

  

(194)

 

  

(473)

Interest expense

  

(587)

 

  

(525)

Interest income

  

320

 

  

453

Income before taxes and equity in net income of associated companies

  

17,403

 

  

18,828

Taxes on income before equity in net income of associated companies

  

5,359

 

  

6,546

Income before equity in net income of associated companies

  

12,044

 

  

12,282

Equity in net (loss) income of associated companies

  

(1,437)

 

  

1,027

Net income

 

10,607

 

 

13,309

Less: Net income attributable to noncontrolling interest

 

229

 

 

579

Net income attributable to Quaker Chemical Corporation

$

10,378

 

$

12,730

Per share data:

  

 

 

  

 

 

Net income attributable to Quaker Chemical Corporation common shareholders – basic

$

0.78

 

$

0.96

 

Net income attributable to Quaker Chemical Corporation common shareholders – diluted

$

0.78

 

$

0.96

 

Dividends declared

$

0.30

 

$

0.25

 

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

3


 

Quaker Chemical Corporation

Condensed Consolidated Statements of Comprehensive Income

(Dollars in thousands)

  

 

 

 

 

Unaudited

 

 

 

Three Months Ended March 31,

 

 

 

 

2015

 

 

2014

Net income

$

10,607

 

$

13,309

 

 

 

 

 

 

 

 

Other comprehensive (loss) income, net of tax

 

 

 

 

 

 

Currency translation adjustments

 

(11,083)

 

 

1,274

 

Defined benefit retirement plans

 

2,478

 

 

546

 

Unrealized gain on available-for-sale securities

 

70

 

 

69

 

 

Other comprehensive (loss) income

 

(8,535)

 

 

1,889

 

 

 

 

 

 

 

 

Comprehensive income

 

2,072

 

 

15,198

Less: Comprehensive income attributable to noncontrolling interest

 

(259)

 

 

(783)

Comprehensive income attributable to Quaker Chemical Corporation

$

1,813

 

$

14,415

 

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

 

4


 

Quaker Chemical Corporation

Condensed Consolidated Balance Sheets

(Dollars in thousands, except par value and share amounts)

  

 

 

 

 

Unaudited

 

 

 

March 31, 2015

 

December 31, 2014

ASSETS

  

  

 

  

  

Current assets

  

  

 

  

  

 

Cash and cash equivalents

$

64,338

 

$

64,731

 

Accounts receivable, net

  

180,402

 

  

189,484

 

Inventories

  

 

 

  

 

 

 

Raw materials and supplies

  

37,453

 

  

37,961

 

 

Work-in-process and finished goods

  

39,723

 

  

39,747

 

Prepaid expenses and other current assets

  

18,282

 

  

19,595

 

 

Total current assets

  

340,198

 

  

351,518

Property, plant and equipment, at cost

  

224,361

 

  

234,516

 

Less accumulated depreciation

  

(142,496)

 

  

(148,753)

 

 

Net property, plant and equipment

  

81,865

 

  

85,763

Goodwill

  

75,169

 

  

77,933

Other intangible assets, net

  

67,153

 

  

70,408

Investments in associated companies

  

20,536

 

  

21,751

Deferred income taxes

  

21,770

 

  

24,411

Other assets

  

33,586

 

  

33,742

 

 

Total assets

$

640,277

 

$

665,526

  

 

 

  

 

 

  

 

LIABILITIES AND EQUITY

  

 

 

  

 

Current liabilities

  

 

 

  

 

 

Short-term borrowings and current portion of long-term debt

$

401

 

$

403

 

Accounts and other payables

  

71,718

 

  

78,977

 

Accrued compensation

  

11,954

 

  

19,853

 

Other current liabilities

  

24,711

 

  

25,668

 

 

Total current liabilities

  

108,784

 

  

124,901

Long-term debt

  

72,698

 

  

75,328

Deferred income taxes

  

7,558

 

  

8,584

Other non-current liabilities

  

86,108

 

  

91,578

 

 

Total liabilities

  

275,148

 

  

300,391

Commitments and contingencies (Note 14)

 

 

 

 

 

Equity

  

 

 

  

 

 

Common stock $1 par value; authorized 30,000,000 shares; issued and

  

 

 

  

 

 

 

outstanding 2015 – 13,332,472 shares; 2014 – 13,300,891 shares

 

13,332

 

 

13,301

 

Capital in excess of par value

  

100,947

 

  

99,056

 

Retained earnings

  

305,902

 

  

299,524

 

Accumulated other comprehensive loss

  

(62,971)

 

  

(54,406)

 

 

Total Quaker shareholders’ equity

  

357,210

 

  

357,475

Noncontrolling interest

 

7,919

 

 

7,660

Total equity

 

365,129

 

 

365,135

 

 

Total liabilities and equity

$

640,277

 

$

665,526

 

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

 

5


 

Quaker Chemical Corporation

Condensed Consolidated Statements of Cash Flows

(Dollars in thousands)

 

 

 

 

 

Unaudited

 

 

 

 

For the Three Months Ended

 

 

 

 

March 31,

 

 

 

 

2015

 

2014

Cash flows from operating activities

  

  

  

  

  

 

Net income

$

10,607

 

$

13,309

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

  

 

 

  

 

 

 

Depreciation

  

3,071

 

  

3,075

 

 

Amortization

  

1,627

 

  

813

 

 

Equity in undistributed earnings of associated companies, net of dividends

  

1,437

 

  

(927)

 

 

Deferred compensation and other, net

  

1,091

 

  

2,944

 

 

Stock-based compensation

  

1,685

 

  

1,388

 

 

Gain on disposal of property, plant and equipment

  

(21)

 

  

(48)

 

 

Insurance settlement realized

  

(115)

 

  

(337)

 

 

Pension and other postretirement benefits

  

10

 

  

(1,665)

 

Increase (decrease) in cash from changes in current assets and current liabilities, net of acquisitions:

  

 

 

  

 

 

 

Accounts receivable

  

3,428

 

  

(13,387)

 

 

Inventories

  

(2,584)

 

  

(6,389)

 

 

Prepaid expenses and other current assets

  

(2,634)

 

  

(29)

 

 

Accounts payable and accrued liabilities

  

(9,516)

 

  

(544)

 

 

   

Net cash provided by (used in) operating activities

  

8,086

 

  

(1,797)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

  

 

 

  

 

 

 

Investments in property, plant and equipment

  

(2,414)

 

  

(3,057)

 

 

Payments related to acquisitions, net of cash acquired

  

528

 

  

 

 

Proceeds from disposition of assets

 

80

 

 

58

 

 

Insurance settlement interest earned

  

10

 

  

11

 

 

Change in restricted cash, net

  

105

 

  

326

 

 

   

Net cash used in investing activities

  

(1,691)

 

  

(2,662)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

  

 

 

  

 

 

 

Repayment of long-term debt

  

(1,327)

 

  

(232)

 

 

Dividends paid

  

(3,990)

 

  

(3,300)

 

 

Stock options exercised, other

  

(50)

 

  

(205)

 

 

Excess tax benefit related to stock option exercises

 

287

 

 

239

 

 

   

Net cash used in financing activities

  

(5,080)

 

  

(3,498)

Effect of exchange rate changes on cash

  

(1,708)

 

  

(85)

 

 

Net decrease in cash and cash equivalents

  

(393)

 

  

(8,042)

 

 

Cash and cash equivalents at beginning of period

  

64,731

 

  

68,492

 

 

Cash and cash equivalents at end of period

$

64,338

 

$

60,450

 

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

 

6


 

Quaker Chemical Corporation

Notes to Condensed Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts)

(Unaudited)

Note 1 – Condensed Financial Information

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 regulations.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.  In the opinion of management, the financial statements reflect all adjustments (consisting only of normal recurring adjustments, except as discussed below) which are necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods.  The results for the three months ended March 31, 2015 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, 2014.

In 2003, the Venezuelan government suspended the free exchange of Bolivar Fuerte (“BsF”) for foreign currency and implemented certain foreign exchange controls that served to centralize the purchase and sale of foreign currency within the country.  As of December 31, 2014, there were three legally available exchange rates in Venezuela, the CADIVI (or the official rate, 6.3 BsF per U.S. Dollar), the SICAD I (approximately 12 BsF per U.S. Dollar) and the SICAD II (approximately 52 BsF per U.S. Dollar).  In the first quarter of 2015, the Company understands that the Venezuelan government announced changes to its exchange controls.  The Company understands that there continues to be three exchange mechanisms in Venezuela; however, they now consist of the CADIVI, a combined SICAD I and SICAD II auction mechanism (the “SICAD”) and a newly created, marginal currency system (the “SIMADI”).  The CADIVI exchange largely remains the same, except that the government further restricted what products qualify and can, therefore, legally be imported or traded under this exchange.  The government has yet to disclose who can access or trade on the newly formed combined SICAD market and no auctions have occurred since late 2014.  Finally, the newly created SIMADI is legally available to all parties, however, at significantly higher exchange rates than the CADIVI or SICAD.  As of March 31, 2015, the published rate for the SIMADI is approximately 193 BsF per U.S. Dollar. 

The Company has a Venezuelan equity affiliate, Kelko Quaker Chemical, S.A. (“Kelko Venezuela”).  Venezuela’s economy has been considered hyper inflationary under U.S. GAAP since 2010, at which time Kelko Venezuela’s functional currency was changed to the U.S. Dollar.  Accordingly, all gains and losses resulting from the remeasurement of Kelko Venezuela’s monetary assets and liabilities to the CADIVI or other published exchange rates are required to be recorded directly to the Condensed Consolidated Statement of Income.  As of December 31, 2014, Kelko Venezuela had access to the CADIVI for imported goods, had not been invited to participate in any SICAD I auctions and had limited access to the SICAD II mechanism.  Accordingly, the Company measured its equity investment and other related assets with Kelko Venezuela at the CADIVI exchange rate at December 31, 2014.  In light of the first quarter of 2015 changes to Venezuela’s foreign exchange controls and the on-going economic challenges in Venezuela, the Company re-assessed Kelko Venezuela’s access to U.S. Dollars, the impact on the operations of Kelko Venezuela, and the impact on the Company’s equity investment and other related assets.  During the first quarter of 2015, the Company determined that the CADIVI was no longer available to Kelko Venezuela for import transactions and the government has yet to disclose who can access or trade on the newly formed combined SICAD mechanism and no auctions have occurred to date.  As a result, the Company revalued its equity investment in Kelko Venezuela and other related assets to the SIMADI exchange rate of approximately 193 BsF per U.S. Dollar as of March 31, 2015.  This resulted in a charge of approximately $2,806, or $0.21 per diluted share, recorded in the first quarter of 2015.  As of March 31, 2015, the Company’s equity investment in Kelko Venezuela was $137.

As part of the Company’s chemical management services, certain third-party product sales to customers are managed by the Company.  Where the Company acts as the principal, revenue is recognized on a gross reporting basis at the selling price negotiated with customers.  Where the Company acts as an agent, such revenue is recorded using net reporting as service revenues, at the amount of the administrative fee earned by the Company for ordering the goods.  Third-party products transferred under arrangements resulting in net reporting totaled $11,865 and $10,573 for the three months ended March 31, 2015 and March 31, 2014, respectively.

7


Quaker Chemical Corporation

Notes to Condensed Consolidated Financial Statements - Continued

(Dollars in thousands, except share and per share amounts)

(Unaudited)

 

Note 2 – Recently Issued Accounting Standards

The Financial Accounting Standards Board (“FASB”) issued an accounting standard update in April 2015 regarding the presentation of debt issuance costs on the balance sheet.  The update requires capitalized debt issuance costs be presented on the balance sheet as a reduction to debt, rather than recorded as a separate asset.  The amendments in this update are effective for annual and interim periods beginning after December 15, 2015 and should be applied on a retrospective basis for the periods presented.  Early adoption is permitted.  The Company is currently evaluating the effects of this guidance.

Note 3 – Business Segments

The Company’s reportable operating segments are organized by geography as follows: (i) North America, (ii) Europe, Middle East and Africa (“EMEA”), (iii) Asia/Pacific and (iv) South America.  Operating earnings, excluding indirect operating expenses, for the Company’s reportable operating segments are comprised of revenues less costs of goods sold and SG&A directly related to the respective regions’ product sales.  The indirect operating expenses consist of SG&A related expenses that are not directly attributable to the product sales of each respective reportable operating segment.  Other items not specifically identified with the Company’s reportable operating segments include interest expense, interest income, license fees from non-consolidated affiliates and other income (expense).

The following table presents information about the performance of the Company’s reportable operating segments for the three months ended March 31, 2015 and March 31, 2014:

 

 

 

 

Three Months Ended

 

 

 

 

March 31,

 

 

 

 

2015

 

2014

 

 

Net sales

  

  

  

  

  

  

 

 

North America

$

83,002

 

$

76,716

 

 

 

EMEA

  

43,185

 

  

49,189

 

 

 

Asia/Pacific

  

45,000

 

  

41,937

 

 

 

South America

  

10,143

 

  

13,832

 

 

Total net sales

$

181,330

 

$

181,674

 

 

 

 

 

 

 

 

 

 

 

Operating earnings, excluding indirect operating expenses

 

 

 

 

 

 

 

 

North America

$

17,825

 

$

15,711

 

 

 

EMEA

 

6,571

 

 

8,096

 

 

 

Asia/Pacific

 

10,434

 

 

9,918

 

 

 

South America

  

1,252

 

  

1,509

 

 

Total operating earnings, excluding indirect operating expenses

  

36,082

 

  

35,234

 

 

Indirect operating expenses

  

(16,591)

 

  

(15,048)

 

 

Amortization expense

  

(1,627)

 

  

(813)

 

 

Consolidated operating income

 

17,864

 

 

19,373

 

 

Other expense, net

 

(194)

 

 

(473)

 

 

Interest expense

  

(587)

 

  

(525)

 

 

Interest income

  

320

 

  

453

 

 

Consolidated income before taxes and equity in net income of associated companies

$

17,403

 

$

18,828

 

 

Inter-segment revenue for the three months ended March 31, 2015 and March 31, 2014 were $2,020 and $1,950 for North America, $4,779 and $5,326 for EMEA, $94 and $107 for Asia/Pacific and $9 and $0 for South America, respectively.  However, all inter-segment transactions have been eliminated from each reportable operating segment’s net sales and earnings for all periods presented.

8


Quaker Chemical Corporation

Notes to Condensed Consolidated Financial Statements - Continued

(Dollars in thousands, except share and per share amounts)

(Unaudited)

 

Note 4 – Stock-Based Compensation

The Company recognized the following share-based compensation expense in selling, general and administrative expenses in its Condensed Consolidated Statements of Income for the three months ended March 31, 2015 and March 31, 2014:

 

 

 

Three Months Ended

 

 

 

 

March 31,

 

 

 

 

2015

 

2014

 

 

Stock options

 

$

185

 

$

150

 

 

Nonvested stock awards and restricted stock units

 

 

752

 

 

556

 

 

Employee stock purchase plan

 

 

18

 

 

17

 

 

Non-elective and elective 401(k) matching contribution in stock

 

 

699

 

 

649

 

 

Director stock ownership plan

 

 

31

 

 

16

 

 

Total share-based compensation expense

 

$

1,685

 

$

1,388

 

 

As of March 31, 2015 and March 31, 2014, the Company recorded $287 and $239, respectively, of excess tax benefits in capital in excess of par value on its Condensed Consolidated Balance Sheets, related to stock option exercises.  The Company’s estimated taxes payable were sufficient to fully recognize these benefits as cash inflows from financing activities in its Condensed Consolidated Statements of Cash Flows, which represented the Company’s estimate of cash savings through March 31, 2015 and March 31, 2014, respectively.

Stock option activity under all plans is as follows:

 

 

 

 

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

 

Weighted Average

 

Remaining

 

 

 

 

Number of

 

Exercise Price

 

Contractual

 

 

 

 

Options

 

(per option)

 

Term (years)

 

 

Options outstanding at December 31, 2014

87,075

 

$

59.09

 

 

 

 

 

 

 

Options granted

38,698

 

 

87.30

 

 

 

 

 

 

 

Options exercised

(5,335)

 

 

45.26

 

 

 

 

 

 

Options outstanding at March 31, 2015

120,438

 

$

68.77

 

 

 

5.7

 

 

Options exercisable at March 31, 2015

46,549

 

$

53.43

 

 

 

4.7

 

 

As of March 31, 2015, the total intrinsic value of options outstanding was approximately $2,022, and the total intrinsic value of exercisable options was $1,457.  Intrinsic value is calculated as the difference between the current market price of the underlying security and the strike price of a related option.

A summary of the Company’s outstanding stock options at March 31, 2015 is as follows: 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

Weighted

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

Number

 

Average

 

Average

 

Number

 

Average

 

 

Range of

 

of Options

 

Contractual

 

Exercise Price

 

of Options

 

Exercise Price

 

 

Exercise Prices

 

Outstanding

 

Life (years)

 

(per option)

 

Exercisable

 

(per option)

 

 

$

-

 

$

10.00

 

 

 

$

 

 

$

 

 

$

10.01

-

 

$

20.00

 

2,367

 

1.8

 

 

18.82

 

2,367

 

 

18.82

 

 

$

20.01

-

 

$

30.00

 

 

 

 

 

 

 

 

 

$

30.01

-

 

$

40.00

 

14,408

 

3.9

 

 

38.08

 

14,408

 

 

38.08

 

 

$

40.01

-

 

$

50.00

 

2,192

 

4.2

 

 

46.21

 

1,462

 

 

46.21

 

 

$

50.01

-

 

$

60.00

 

26,462

 

4.9

 

 

58.26

 

16,694

 

 

58.26

 

 

$

60.01

-

 

$

70.00

 

 

 

 

 

 

 

 

 

$

70.01

-

 

$

80.00

 

36,311

 

5.9

 

 

73.47

 

11,618

 

 

73.47

 

 

$

80.01

-

 

$

90.00

 

38,698

 

6.9

 

 

87.30

 

 

 

 

 

 

 

 

 

 

 

 

120,438

 

5.7

 

 

68.77

 

46,549

 

 

53.43

 

 

9


Quaker Chemical Corporation

Notes to Condensed Consolidated Financial Statements - Continued

(Dollars in thousands, except share and per share amounts)

(Unaudited)

 

As of March 31, 2015, unrecognized compensation expense related to options granted during 2012 was $4, for options granted during 2013 was $198, for options granted during 2014 was $522 and for options granted in 2015 was $859.

 

During the first quarter of 2015, the Company granted stock options under its LTIP plan that are subject only to time vesting over a three-year period.  For the purposes of determining the fair value of stock option awards, the Company uses the Black-Scholes option pricing model and the assumptions set forth in the table below:

 

 

 

2015

 

 

 

Number of options granted

38,698

 

 

 

Dividend Yield

1.55

%

 

 

Expected Volatility

36.32

%

 

 

Risk-free interest rate

1.22

%

 

 

Expected term (years)

4.0

 

 

 

Approximately $27 of expense was recorded on these options during the first three months of 2015.  The fair value of these awards is amortized on a straight-line basis over the vesting period of the awards.

Activity of nonvested shares granted under the Company’s LTIP plan is shown below:

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Average Grant

 

 

 

 

Number of

 

Date Fair Value

 

 

 

 

Shares

 

(per share)

 

 

Nonvested awards, December 31, 2014

124,450

 

$

61.80

 

 

 

Granted

21,260

 

$

86.54

 

 

 

Vested

(24,810)

 

$

40.62

 

 

 

Forfeited

(2,619)

 

$

59.89

 

 

Nonvested awards, March 31, 2015

118,281

 

$

70.74

 

 

The fair value of the nonvested stock is based on the trading price of the Company’s common stock on the date of grant.  The Company adjusts the grant date fair value for expected forfeitures based on historical experience for similar awards.  As of March 31, 2015, unrecognized compensation expense related to these awards was $5,146 to be recognized over a weighted average remaining period of 2.34 years.

Activity of nonvested restricted stock units granted under the Company’s LTIP plan is shown below:

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Average Grant

 

 

 

 

Number of

 

Date Fair Value

 

 

 

 

Units

 

(per unit)

 

 

Nonvested awards, December 31, 2014

7,158

 

$

61.03

 

 

 

Granted

1,450

 

$

87.30

 

 

 

Vested

(2,100)

 

$

38.13

 

 

Nonvested awards, March 31, 2015

6,508

 

$

74.28

 

 

The fair value of the nonvested restricted stock units is based on the trading price of the Company’s common stock on the date of grant.  The Company adjusts the grant date fair value for expected forfeitures based on historical experience for similar awards.  As of March 31, 2015, unrecognized compensation expense related to these awards was $274 to be recognized over a weighted average remaining period of 2.17 years.

10


Quaker Chemical Corporation

Notes to Condensed Consolidated Financial Statements - Continued

(Dollars in thousands, except share and per share amounts)

(Unaudited)

 

Employee Stock Purchase Plan

In 2000, the Board adopted an Employee Stock Purchase Plan (“ESPP”) whereby employees may purchase Company stock through a payroll deduction plan.  Purchases are made from the plan and credited to each participant’s account at the end of each month, the “Investment Date.”  The purchase price of the stock is 85% of the fair market value on the Investment Date.  The plan is compensatory and the 15% discount is expensed on the Investment Date.  All employees, including officers, are eligible to participate in this plan.  A participant may withdraw all uninvested payment balances credited to a participant’s account at any time.  An employee whose stock ownership of the Company exceeds five percent of the outstanding common stock is not eligible to participate in this plan.

2013 Director Stock Ownership Plan

In 2013, the Company adopted the 2013 Director Stock Ownership Plan (the “Plan”), to encourage the Directors to increase their investment in the Company, which was approved at the Company’s May 2013 shareholders’ meeting.  The Plan authorizes the issuance of up to 75,000 shares of Quaker common stock in accordance with the terms of the Plan in payment of all or a portion of the annual cash retainer payable to each of the Company’s non-employee directors in 2013 and subsequent years during the term of the Plan.  Under the Plan, each director who, on May 1st of the applicable calendar year, owns less than 400% of the annual cash retainer for the applicable calendar year, divided by the average of the closing price of a share of Quaker Common Stock as reported by the composite tape of the New York Stock Exchange for the previous calendar year (the “Threshold Amount”), is required to receive 75% of the annual cash retainer in Quaker common stock and 25% of the retainer in cash, unless the director elects to receive a greater percentage of Quaker common stock (up to 100%) of the annual cash retainer for the applicable year.  Each director who owns more than the Threshold Amount may elect to receive common stock in payment of a percentage (up to 100%) of the annual cash retainer.  The annual retainer is $50 and the retainer payment date is June 1.

Note 5 – Pension and Other Postretirement Benefits

The components of net periodic benefit cost for the three months ended March 31, 2015 and March 31, 2014 are as follows:

 

 

 

Three Months Ended March 31,

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

Postretirement

 

 

 

Pension Benefits

 

Benefits

 

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

 

Service cost

$

773

 

$

734

 

$

5

 

$

8

 

 

Interest cost and other

 

1,262

 

 

1,542

 

 

50

 

 

54

 

 

Expected return on plan assets

 

(1,402)

 

 

(1,607)

 

 

 

 

 

 

Actuarial loss amortization

 

881

 

 

789

 

 

26

 

 

6

 

 

Prior service cost amortization

 

(26)

 

 

866

 

 

 

 

 

 

Net periodic benefit cost

$

1,488

 

$

2,324

 

$

81

 

$

68

 

 

During 2013, it was discovered that the Company’s subsidiary in the United Kingdom (“U.K.”) did not appropriately amend a trust for a legacy change in its pension scheme, as it related to a past retirement age equalization law.  Given the lack of an official deed to the pension trust, the effective date of the change to the Subsidiary’s pension scheme differed from the Company’s historical beliefs, but the extent of the potential exposure was not estimable.  In the first quarter of 2014, the Company recorded costs of $902, or $0.05 per diluted share, related to prior service cost and interest cost, to appropriately reflect the past plan amendment related to the retirement age equalization law.

Employer Contributions:

The Company previously disclosed in its financial statements for the year ended December 31, 2014, that it expected to make minimum cash contributions of $4,176 to its pension plans and $568 to its other postretirement benefit plan in 2015.  As of March 31, 2015, $1,280 and $237 of contributions have been made to the Company’s pension plans and its postretirement benefit plans, respectively.

11


Quaker Chemical Corporation

Notes to Condensed Consolidated Financial Statements - Continued

(Dollars in thousands, except share and per share amounts)

(Unaudited)

 

Note 6 – Other expense, net

Other expense, net includes:

 

 

 

 

 

Three Months Ended March 31,

 

 

 

 

2015

 

2014

 

 

Income from third party license fees

 

$

254

 

$

298

 

 

Foreign exchange losses, net

 

 

(594)

 

 

(799)

 

 

Gain on fixed asset disposals, net

 

 

52

 

 

45

 

 

Non-income tax and other related refunds

 

 

69

 

 

 

 

Other non-operating income

 

 

72

 

 

38

 

 

Other non-operating expense

 

 

(47)

 

 

(55)

 

 

 

Total other expense, net

 

$

(194)

 

$

(473)

 

 

Note 7 – Income Taxes and Uncertain Income Tax Positions

The Company’s first quarter of 2015 effective tax rate was 30.8%, as compared to an effective tax rate of 34.8% for the first quarter of 2014.  The primary contributors to the decrease in the current quarter’s effective tax rate were lower changes in reserves related to uncertain tax positions in the first quarter of 2015 and certain one-time items that increased the first quarter of 2014’s effective tax rate.

As of March 31, 2015, the Company’s cumulative liability for gross unrecognized tax benefits was $11,092.  At December 31, 2014, the Company’s cumulative liability for gross unrecognized tax benefits was $11,845.

The Company continues to recognize interest and penalties associated with uncertain tax positions as a component of taxes on income before equity in net income of associated companies in its Condensed Consolidated Statements of Income.  The Company recognized ($218) for interest and $73 for penalties on its Condensed Consolidated Statement of Income for the three months ended March 31, 2015, and ($212) for interest and ($9) for penalties on its Condensed Consolidated Statement of Income during the three months ended March 31, 2014.  As of March 31, 2015, the Company had accrued $1,473 for cumulative interest and $1,722 for cumulative penalties, compared to $1,868 for cumulative interest and $1,845 for cumulative penalties accrued at December 31, 2014.

During the three months ended March 31, 2015 and March 31, 2014, the Company recognized decreases of approximately $741 and $1,075, respectively, in its cumulative liability for gross unrecognized tax benefits due to the expiration of the applicable statutes of limitations for certain tax years.

The Company estimates that during the year ending December 31, 2015 it will reduce its cumulative liability for gross unrecognized tax benefits by approximately $1,800 to $1,900 due to the expiration of the statute of limitations with regard to certain tax positions.  This estimated reduction in the cumulative liability for unrecognized tax benefits does not consider any increase in liability for unrecognized tax benefits with regard to existing tax positions or any increase in cumulative liability for unrecognized tax benefits with regard to new tax positions for the year ending December 31, 2015.

The Company and its subsidiaries are subject to U.S. Federal income tax, as well as the income tax of various state and foreign tax jurisdictions.  Tax years that remain subject to examination by major tax jurisdictions include Brazil from 2000, Italy from 2007, the Netherlands and the United Kingdom from 2009, Spain and China from 2010, the United States from 2011, and various domestic state tax jurisdictions from 1993.

During 2012, the Italian tax authorities initiated a transfer pricing audit of the Company’s Italian subsidiary relating to the tax years 2007, 2008, 2009 and 2010, but has only formally assessed the tax years 2007, 2008 and 2009.  The Company is pursuing its administrative remedies to appeal these assessments.   There have been no significant developments during the first quarter of 2015 related to these tax assessments.  With respect to the Italian income tax assessment for 2007, the Company has established a reserve for uncertain tax positions and does not expect a material difference from this reserve as of March 31, 2015.  Related to the assessments for 2008 and 2009, the Company and outside counsel believe it should prevail on the merits of each case.  Therefore, the Company does not believe it has exposure warranting an uncertain tax position reserve as of March 31, 2015.

  

12


Quaker Chemical Corporation

Notes to Condensed Consolidated Financial Statements - Continued

(Dollars in thousands, except share and per share amounts)

(Unaudited)

 

Note 8 – Earnings Per Share

The following table summarizes earnings per share calculations for the three months ended March 31, 2015 and March 31, 2014:

 

 

 

 

Three Months Ended

 

 

 

 

March 31,

 

 

 

 

2015

 

2014

 

 

Basic earnings per common share

 

   

 

 

 

 

 

 

Net income attributable to Quaker Chemical Corporation

$

10,378

 

 $ 

12,730

 

 

 

Less: income allocated to participating securities

  

(96)

 

  

(112)

 

 

 

Net income available to common shareholders

$

10,282

 

$

12,618

 

 

 

Basic weighted average common shares outstanding

 

13,188,761

 

 

13,091,503

 

 

Basic earnings per common share

$

0.78

 

$

0.96

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per common share

 

 

 

 

 

 

 

 

Net income attributable to Quaker Chemical Corporation

$

10,378

 

$

12,730

 

 

 

Less: income allocated to participating securities

 

(96)

 

 

(112)

 

 

 

Net income available to common shareholders

$

10,282

 

$

12,618

 

 

 

Basic weighted average common shares outstanding

 

13,188,761

 

 

13,091,503

 

 

 

Effect of dilutive securities

 

19,896

 

 

19,649

 

 

 

Diluted weighted average common shares outstanding

 

13,208,657

 

 

13,111,152

 

 

Diluted earnings per common share

$

0.78

 

$

0.96

 

 

The following aggregate numbers of stock options and restricted stock units are not included in the diluted earnings per share calculation since the effect would have been anti-dilutive: 4,497 and 2,824 for the three months ended March 31, 2015 and March 31, 2014, respectively.

Note 9 – Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill for the three months ended March 31, 2015 are as follows and the Company has recorded no impairment charges in the past:

 

 

 

North

 

 

 

 

 

 

 

South

 

 

 

 

 

America

 

EMEA

 

Asia/Pacific

 

America

 

Total

Balance as of December 31, 2014

$

42,677

   

$

16,050

 

$

16,006

 

$

3,200

   

$

77,933

 

Goodwill additions (reductions)

 

 

 

(528)

 

 

 

 

 

 

(528)

 

Currency translation adjustments

  

(63)

 

 

(1,583)

 

 

(55)

 

 

(535)

   

 

(2,236)

Balance as of March 31, 2015

$

42,614

 

$

13,939

 

$

15,951

 

$

2,665

   

$

75,169

 

Gross carrying amounts and accumulated amortization for definite-lived intangible assets as of March 31, 2015 and December 31, 2014 were as follows:

 

 

 

 

Gross Carrying

 

Accumulated

 

 

 

 

Amount

 

Amortization

 

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

Customer lists and rights to sell

$

62,165

   

$

63,502

   

$

13,521

   

$

12,681

 

 

 

Trademarks and patents

  

18,435

   

  

18,944

   

  

4,407

   

  

4,066

 

 

 

Formulations and product technology

  

5,808

   

  

5,808

   

  

3,942

   

  

3,896

 

 

 

Other

  

6,620

   

  

6,647

   

  

5,105

   

  

4,950

 

 

 

Total definite-lived intangible assets

$

93,028

   

$

94,901

   

$

26,975

   

$

25,593

 

13


Quaker Chemical Corporation

Notes to Condensed Consolidated Financial Statements - Continued

(Dollars in thousands, except share and per share amounts)

(Unaudited)

 

The Company recorded $1,627 and $813 of amortization expense in the three months ended March 31, 2015 and March 31, 2014, respectively.  Estimated annual aggregate amortization expense for the current year and subsequent five years is as follows:

 

 

For the year ended December 31, 2015

$

6,507

 

 

For the year ended December 31, 2016

 

6,052

 

 

For the year ended December 31, 2017

 

5,615

 

 

For the year ended December 31, 2018

 

5,394

 

 

For the year ended December 31, 2019

 

5,315

 

 

For the year ended December 31, 2020

 

5,068

 

 

The Company has two indefinite-lived intangible assets totaling $1,100 for trademarks at March 31, 2015 and December 31, 2014.

Note 10 – Debt

The Company’s primary credit line is a $300,000 syndicated multicurrency credit agreement with Bank of America, N.A. (administrative agent) and certain other major financial institutions, which matures in June 2018.  The maximum amount available under this facility can be increased to $400,000 at the Company’s option if the lenders agree and the Company satisfies certain conditions.  Access to this facility is dependent on meeting certain financial, acquisition and other covenants, but primarily depends on the Company’s consolidated leverage ratio calculation, which cannot exceed 3.50 to 1.  At March 31, 2015 and December 31, 2014, the consolidated leverage ratio was below 1.0 to 1 and the Company was also in compliance with all of the facilities’ other covenants.  At March 31, 2015 and December 31, 2014, the Company had approximately $55,893 and $58,421 outstanding under this facility.

Note 11 – Equity and Noncontrolling Interest

The following table presents the changes in equity and noncontrolling interest, net of tax, for the three months ended March 31, 2015 and March 31, 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

Capital in

 

 

 

 

other

 

 

 

 

 

 

 

 

 

Common

 

excess of

 

Retained

 

comprehensive

 

Noncontrolling

 

 

 

 

 

 

stock

 

par value

 

earnings

 

loss

 

interest

 

Total

Balance at December 31, 2014

$

13,301

 

$

99,056

 

$

299,524

 

$

(54,406)

 

$

7,660

 

$

365,135

 

Net income

 

 

 

 

 

10,378

 

 

 

 

229

 

 

10,607

 

Amounts reported in other comprehensive

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(loss) income

 

 

 

 

 

 

 

(8,565)

 

 

30

 

 

(8,535)

 

Dividends ($0.30 per share)

 

 

 

 

 

(4,000)

 

 

 

 

 

 

(4,000)

 

Share issuance and equity-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

plans

 

31

 

 

1,604

 

 

 

 

 

 

 

 

1,635

 

Excess tax benefit from stock option exercises

 

 

 

287

 

 

 

 

 

 

 

 

287

Balance at March 31, 2015

$

13,332

 

$

100,947

 

$

305,902

 

$

(62,971)

 

$

7,919

 

$

365,129

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2013

$

13,196

 

$

99,038

 

$

258,285

 

$

(34,700)

 

$

8,877

 

$

344,696

 

Net income

 

 

 

 

 

12,730

 

 

 

 

579

 

 

13,309

 

Amounts reported in other comprehensive

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

income

 

 

 

 

 

 

 

1,685

 

 

204

 

 

1,889

 

Dividends ($0.25 per share)

 

 

 

 

 

(3,308)

 

 

 

 

 

 

(3,308)

 

Share issuance and equity-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

plans

 

31

 

 

1,152

 

 

 

 

 

 

 

 

1,183

 

Excess tax benefit from stock option exercises

 

 

 

239

 

 

 

 

 

 

 

 

239

Balance at March 31, 2014

$

13,227

 

$

100,429

 

$

267,707

 

$

(33,015)

 

$

9,660

 

$

358,008

14


Quaker Chemical Corporation

Notes to Condensed Consolidated Financial Statements - Continued

(Dollars in thousands, except share and per share amounts)

(Unaudited)

 

The following tables show the reclassifications from and resulting balances of accumulated other comprehensive loss (“AOCI”) at March 31, 2015 and March 31, 2014:

 

 

 

 

 

 

 

 

 

 

 

Unrealized

 

 

 

 

 

 

 

Currency

 

Defined

 

gain (loss) in

 

 

 

 

 

 

 

translation

 

benefit

 

available-for-

 

 

 

 

 

 

 

adjustments

 

pension plans

 

sale securities

 

Total

Balance at December 31, 2014

 

$

(14,312)

 

$

(41,551)

 

$

1,457

 

$

(54,406)

 

Other comprehensive (loss) income before

 

 

 

 

 

 

 

 

 

 

 

 

 

 

reclassifications

 

 

(11,113)

 

 

2,498

 

 

270

 

 

(8,345)

 

Amounts reclassified from AOCI

 

 

 

 

881

 

 

(164)

 

 

717

 

Current period other comprehensive (loss) income

 

 

(11,113)

 

 

3,379

 

 

106

 

 

(7,628)

 

Related tax amounts

 

 

 

 

(901)

 

 

(36)

 

 

(937)

 

Net current period other comprehensive (loss) income

 

 

(11,113)

 

 

2,478

 

 

70

 

 

(8,565)

Balance at March 31, 2015

 

$

(25,425)

 

$

(39,073)

 

$

1,527

 

$

(62,971)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2013

 

$

1,152

 

$

(37,433)

 

$

1,581

 

$

(34,700)

 

Other comprehensive income before

 

 

 

 

 

 

 

 

 

 

 

 

 

 

reclassifications

 

 

1,070

 

 

25

 

 

663

 

 

1,758

 

Amounts reclassified from AOCI

 

 

 

 

769

 

 

(558)

 

 

211

 

Current period other comprehensive income

 

 

1,070

 

 

794

 

 

105

 

 

1,969

 

Related tax amounts

 

 

 

 

(248)

 

 

(36)

 

 

(284)

 

Net current period other comprehensive income

 

 

1,070

 

 

546

 

 

69

 

 

1,685

Balance at March 31, 2014

 

$

2,222

 

$

(36,887)

 

$

1,650

 

$

(33,015)

 

Approximately 30% and 70% of the amounts reclassified from accumulated other comprehensive loss to the Condensed Consolidated Statement of Income for defined benefit retirement plans during the first quarters of 2015 and 2014 were recorded in cost of goods sold and selling, general and administrative expenses, respectively.  See Note 5 of Notes to Condensed Consolidated Financial Statements for further information.  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 non-controlling interest are related to currency translation adjustments.

Note 12 – Business Acquisitions

In December 2014, the Company acquired a business that is principally concerned with safety fluid applications for mining sites in its Asia/Pacific reportable operating segment for net consideration of approximately 2,850 Australian Dollars, or approximately $2,355.  The Company also assumed an additional 300 Australian Dollars, or approximately $248, hold-back of consideration.  This acquisition provides a strategic opportunity for Quaker in the core Australian mining market.  The Company allocated the purchase price to $1,802 of intangible assets, comprised of trademarks and formulations, to be amortized over 15 years; a non-competition agreement, to be amortized over 5 years; and customer relationships, to be amortized over 15 years.  In addition, the Company recorded $1,075 of goodwill, related to expected value outside its other acquired assets, all of which will not be tax deductible.

In November 2014, the Company acquired Binol AB (“Binol”), a leading bio-lubricants producer primarily serving the Nordic region for its EMEA reportable operating segment for approximately 136,500 SEK, or approximately $18,536, which is net of 4,400 SEK, or approximately $528, received by the Company as part of a post-closing adjustment in the first quarter of 2015.  The post-closing adjustment recorded in the first quarter of 2015 adjusted the acquisition’s goodwill.  This acquisition provides a strategic opportunity for Quaker to leverage Binol's environmentally friendly technology and customer-aligned products, including neat oil technology for metalworking applications and biodegradable hydraulic oils, across the Company’s global footprint.  The Company allocated the purchase price to $11,805 of intangible assets, comprised of trademarks and formulations, to be amortized over 15 years; a non-competition agreement, to be amortized over 5 years; and customer relationships, to be amortized over 14 years.  In addition, the Company recorded $5,602 of goodwill, net of the $528 post-closing adjustment mentioned above, related to expected value outside its other acquired assets, all of which will not be tax deductible.

In August 2014, the Company acquired ECLI Products, LLC (“ECLI”), a specialty grease manufacturer for its North American reportable operating segment for approximately $53,145, including certain post-closing adjustments.  ECLI specializes in greases for

15


Quaker Chemical Corporation

Notes to Condensed Consolidated Financial Statements - Continued

(Dollars in thousands, except share and per share amounts)

(Unaudited)

 

OEM first-fill customers across several industry sectors, including automotive, industrial, aerospace/military, electronics, office automation and natural resources.  This acquisition complements Quaker’s entry into the specialty grease market that began in 2010, and, also, provides an opportunity to leverage Quaker's global footprint with its current market expertise.  The Company allocated the purchase price to $31,050 of intangible assets, comprised of trademarks and formulations, to be amortized over 10 years; customer relationships, to be amortized over 15 years; and a non-compete agreement, to be amortized over 5 years.  In addition, the Company recorded $14,612 of goodwill, related to expected value outside its other acquired assets, all of which will be tax deductible.

In June 2014, the Company acquired the remaining 49% ownership interest in its Australian affiliate, Quaker Chemical (Australasia) Pty. Limited ("QCA") for 8,000 Australian Dollars, or approximately $7,577, from its joint venture partner, Nuplex Industries.  QCA is a part of the Company’s Asia/Pacific reportable operating segment.  This acquisition further strengthens Quaker’s position in Australia, and allows the Company to simplify its overall corporate structure and improve its organizational efficiencies. As this acquisition was a change in an existing controlling ownership, the Company recorded $6,450 of excess purchase price over the carrying value of the noncontrolling interest in Additional Paid in Capital.

The results of operations of the acquired businesses and assets are included in the consolidated statements of income from their respective acquisition dates.  Transaction expenses associated with these acquisitions are included in selling, general and administrative expenses in the Company’s consolidated statements of income.  Certain pro forma and other information is not presented, as the operations of the acquired businesses are not material to the overall operations of the Company for the periods presented.

As of March 31, 2015, the allocations of the purchase price for all of the Company’s 2014 acquisitions have not been finalized.  Further adjustments may be necessary as a result of the Company’s assessment of additional information related to the fair values of assets acquired and liabilities assumed.

Note 13 – Fair Value Measurements

The Company values its company-owned life insurance policies and various deferred compensation assets and liabilities at fair value.  The Company’s assets and liabilities subject to fair value measurement are as follows:

 

 

 

 

 

 

Fair Value Measurements at March 31, 2015

 

 

 

Total

 

Using Fair Value Hierarchy

Assets

Fair Value

 

Level 1

 

Level 2

 

Level 3

Company-owned life insurance

$

1,378

 

$

 

$

1,378

 

$

Company-owned life insurance - Deferred compensation assets

 

238

 

 

 

 

238

 

 

Other deferred compensation assets

 

 

 

 

 

 

 

 

 

 

 

 

Large capitalization registered investment companies

 

62

 

 

62

 

 

 

 

 

Mid capitalization registered investment companies

 

7

 

 

7

 

 

 

 

 

Small capitalization registered investment companies

 

14

 

 

14

 

 

 

 

 

International developed and emerging markets registered

 

 

 

 

 

 

 

 

 

 

 

 

 

investment companies

 

36

 

 

36

 

 

 

 

 

Fixed income registered investment companies

 

6

 

 

6

 

 

 

 

Total

$

1,741

 

$

125

 

$

1,616

 

$

 

 

 

 

 

 

 

Fair Value Measurements at March 31, 2015

 

 

 

Total

 

Using Fair Value Hierarchy

Liabilities

Fair Value

 

Level 1

 

Level 2

 

Level 3

Deferred compensation liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Large capitalization registered investment companies

$

371

 

$

371

 

$

 

$

 

Mid capitalization registered investment companies

 

103

 

 

103

 

 

 

 

 

Small capitalization registered investment companies

 

88

 

 

88

 

 

 

 

 

International developed and emerging markets registered