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Net Sales and Revenue Recognition
6 Months Ended
Jun. 30, 2020
Revenue From Contract With Customer [Abstract]  
Revenue From Contract With Customer [Text Block]
Note 5 – Net Sales and Revenue Recognition
Business Description
The Company develops, produces, and markets a broad
 
range of formulated chemical specialty products and offers
 
chemical
management services (“Fluidcare”) for various heavy
 
industrial and manufacturing applications throughout its four
 
segments.
 
The
Combination increased the Company’s
 
addressable metalworking, metals and industrial end markets, including
 
steel, aluminum,
aerospace, defense, transportation-OEM, transportation
 
-components, offshore sub-sea energy,
 
architectural aluminum, construction,
tube and pipe, can and container,
 
mining, specialty coatings and specialty greases.
 
The Combination also strengthened the product
portfolio of the combined Company.
 
The major product lines of Quaker Houghton include metal remo
 
val fluids, cleaning fluids,
corrosion inhibitors, metal drawing and forming fluids, die
 
cast mold releases, heat treatment and quenchants, metal forging
 
fluids,
hydraulic fluids, specialty greases, offshore
 
sub-sea energy control fluids, rolling lubricants, rod
 
and wire drawing fluids and surface
treatment chemicals.
A substantial portion of the Company’s
 
sales worldwide are made directly through its own employees
 
and its Fluidcare programs,
with the balance being handled through distributors and
 
agents.
 
The Company’s employees typically
 
visit the plants of customers
regularly, work
 
on site, and, through training and experience, identify production
 
needs which can be resolved or otherwise addressed
either by adapting the Company’s
 
existing products or by applying new formulations developed
 
in its laboratories.
 
The specialty
chemical industry comprises many companies similar in
 
size to the Company,
 
as well as companies larger and smaller than Quaker
Houghton.
 
The offerings of many of the Company’s
 
competitors differ from those of Quaker Houghton;
 
some offer a broad portfolio
of fluids, including general lubricants, while others have
 
a more specialized product range.
 
All competitors provide different levels of
technical services to individual customers.
 
Competition in the industry is based primarily on the ability to
 
provide products that meet
the needs of the customer, render
 
technical services and laboratory assistance to the customer and,
 
to a lesser extent, on price.
 
As part of the Company’s
 
Fluidcare business, certain third-party product sales to customers are
 
managed by the Company.
 
Where
the Company acts as a principal, revenues are recognized
 
on a gross reporting basis at the selling price negotiated with
 
its customers.
 
Where the Company acts as an agent, revenue is recognized on
 
a net reporting basis at the amount of the administrative fee earned
 
by
the Company for ordering the goods.
 
In determining whether the Company is acting as a principal
 
or an agent in each arrangement,
the Company considers whether it is primarily responsible
 
for the obligation to provide the specified good, has inventory
 
risk before
the specified good has been transferred to the customer
 
and has discretion in establishing the prices for the specified
 
goods.
 
The
Company transferred third-party products under arrangements
 
recognized on a net reporting basis of $
6.2
 
million and $
18.7
 
million
for the three and six months ended June 30, 2020,
 
respectively, and $
10.4
 
million and $
20.8
 
million for the three and six months ended
June 30, 2019,
 
respectively.
A significant portion of the Company’s
 
revenues are realized from the sale of process fluids and services
 
to manufacturers of
steel, aluminum, automobiles, aircraft, industrial equipment,
 
and durable goods, and, therefore, the Company is subject
 
to the same
business cycles as those experienced by these manufacturers and
 
their customers.
 
The Company’s financial performance
 
is generally
correlated to the volume of global production within the
 
industries it serves, rather than discretely related to the financial performance
of such industries.
 
Furthermore, steel and aluminum customers typically have
 
limited manufacturing locations compared to
metalworking customers and generally use higher
 
volumes of products at a single location.
 
As previously disclosed in its 2019 Form
10-K, during
 
2019, the Company’s five
 
largest customers (each composed of multiple subsidiaries or
 
divisions with semiautonomous
purchasing authority) accounted for approximately
12
% of consolidated net sales, with its largest customer
 
accounting for
approximately
6
% of consolidated net sales.
Revenue Recognition Model
The Company applies the FASB’s
 
guidance on revenue recognition which requires the
 
Company to recognize revenue in an
amount that reflects the consideration to which the Company
 
expects to be entitled in exchange for goods or services transferred
 
to its
customers.
 
To do this, the Company
 
applies the five-step model in the FASB’s
 
guidance, which requires the Company to: (i) identify
the contract with a customer; (ii) identify the performance
 
obligations in the contract; (iii) determine the transaction price;
 
(iv) allocate
the transaction price to the performance obligations in the
 
contract; and (v) recognize revenue when, or as, the Company
 
satisfies a
performance obligation.
The Company identifies a contract with a customer when a
 
sales agreement indicates approval and commitment of the parties;
identifies the rights of the parties; identifies the payment
 
terms; has commercial substance; and it is probable
 
that the Company will
collect the consideration to which it will be entitled in
 
exchange for the goods or services that will be transferred to
 
the customer.
 
In
most instances, the Company’s
 
contract with a customer is the customer’s
 
purchase order.
 
For certain customers, the Company may
also enter into a sales agreement which outlines a
 
framework of terms and conditions which apply to all future
 
and subsequent
purchase orders for that customer.
 
In these situations, the Company’s
 
contract with the customer is both the sales agreement as well as
the specific customer purchase order.
 
Because the Company’s contract
 
with a customer is typically for a single transaction or
customer purchase order, the duration
 
of the contract is almost always one year or less.
 
As a result, the Company has elected to apply
certain practical expedients and omit certain disclosures of
 
remaining performance obligations for contracts that have an
 
initial term of
one year or less as permitted by the FASB.
The Company identifies a performance obligation in a
 
contract for each promised good or service that is separately identifiable
from other obligations in the contract and for which the
 
customer can benefit from the good or service either on its own or together
with other resources that are readily available to
 
the customer.
 
The Company determines the transaction price as the amount
 
of
consideration it expects to be entitled to in exchange
 
for fulfilling the performance obligations, including the
 
effects of any variable
consideration, significant financing elements, amounts
 
payable to the customer or noncash consideration.
 
For any contracts that have
more than one performance obligation, the Company
 
allocates the transaction price to each performance obligation
 
in an amount that
depicts the amount of consideration to which the Company
 
expects to be entitled in exchange for satisfying each performance
obligation.
In accordance with the last step of the FASB’s
 
guidance, the Company recognizes revenue when,
 
or as, it satisfies the
performance obligation in a contract by transferring control
 
of a promised good or providing the service to the customer.
 
The
Company recognizes revenue over time as the customer
 
receives and consumes the benefits provided by the Company’s
 
performance;
the Company’s performance
 
creates or enhances an asset that the customer controls as the
 
asset is created or enhanced; or the
Company’s performance
 
does not create an asset with an alternative use to the entity,
 
and the entity has an enforceable right to
payment, including a profit margin, for performance
 
completed to date.
 
For performance obligations not satisfied over time, the
Company determines the point in time at which a customer
 
obtains control of an asset and the Company satisfies a perf
 
ormance
obligation by considering when the Company has a right
 
to payment for the asset; the customer has legal title to the
 
asset; the
Company has transferred physical possession of the asset; the
 
customer has the significant risks and rewards of ownership
 
of the asset;
or the customer has accepted the asset.
The Company typically satisfies its performance obligations
 
and recognizes revenue at a point in time for product
 
sales, generally
when products are shipped or delivered to the customer,
 
depending on the terms underlying each arrangement.
 
In circumstances
where the Company’s
 
products are on consignment, revenue is generally recognized
 
upon usage or consumption by the customer.
 
For
any Fluidcare or other services provided by the Company
 
to the customer, the Company typically satisfies its
 
performance obligations
and recognizes revenue over time, as the promised services
 
are performed.
 
The Company uses input methods to recognize revenue
over time related to these services, including labor costs
 
and time incurred.
 
The Company believes that these input methods represent
the most indicative measure of the Fluidcare or other service
 
work performed by the Company.
Other Considerations
The Company does not have standard payment terms for
 
all customers;
 
however the Company’s general
 
payment terms require
customers to pay for products or services provided after
 
the performance obligation is satisfied.
 
The Company does not have
significant financing arrangements with its customers.
 
The Company does not have significant amounts of variable
 
consideration in
its contracts with customers and where applicable,
 
the Company’s estimates of variable
 
consideration are not constrained.
 
The
Company records certain third-party license fees in
 
other (expense) income, net, in its Condensed Consolidated
 
Statements of
Operations,
 
which generally include sales-based royalties in exchange for
 
the license of intellectual property.
 
These license fees are
recognized in accordance with their agreed-upon
 
terms and when performance obligations are satisfied, which
 
is generally when the
third party has a subsequent sale.
Practical Expedients and Accounting Policy Elections
The Company has made certain accounting policy
 
elections and elected to use certain practical expedients as permitted
 
by the
FASB in applying
 
the guidance on revenue recognition.
 
It is the Company’s policy
 
to not adjust the promised amount of
consideration for the effects of a significant
 
financing component as the Company expects, at contract
 
inception, that the period
between when the Company transfers a promised good or service
 
to the customer and when the customer pays for that good
 
or service
will be one year or less.
 
In addition, it is the Company’s
 
policy to expense costs to obtain a contract as incurred
 
when the expected
period of benefit, and therefore the amortization period,
 
is one year or less.
 
It is also the Company’s accounting
 
policy to exclude
from the measurement of the transaction price all
 
taxes assessed by a governmental authority that are both imposed
 
on and concurrent
with a specific revenue-producing transaction and
 
collected by the entity from a customer, including
 
sales, use, value added, excise
and various other taxes.
 
Lastly, the Company
 
has elected to account for shipping and handling activities that occur
 
after the customer
has obtained control of a good as a fulfilment cost rather than
 
an additional promised service.
Contract Assets and Liabilities
The Company recognizes a contract asset or receivable
 
on its Condensed Consolidated Balance Sheet when the Company
provides a good or service in advance of receiving consideration.
 
A receivable is the Company’s
 
right to consideration that is
unconditional and only the passage of time is required
 
before payment of that consideration is due.
 
A contract asset is the Company’s
right to consideration in exchange for goods or services
 
that the Company has transferred to a customer.
 
The Company had
no
material contract assets recorded on its Condensed Consolidated
 
Balance Sheets as of June 30, 2020 or December 31,
 
2019.
 
A contract liability is recognized when the Company
 
receives consideration, or if it has the unconditional right
 
to receive
consideration, in advance of performance.
 
A contract liability is the Company’s
 
obligation to transfer goods or services to a customer
for which the Company has received consideration,
 
or a specified amount of consideration is due, from the customer.
 
The Company’s
contract liabilities primarily represent deferred revenue
 
recorded for customer payments received by the Company
 
prior to the
Company satisfying the associated performance obligation.
 
Deferred revenues are presented within other current liabilities
 
in the
Company’s Condensed
 
Consolidated Balance Sheets.
 
The Company had approximately $
3.2
 
million and $
2.2
 
million of deferred
revenue as of June 30, 2020 and December 31, 2019,
 
respectively.
 
During the six months ended June 30, 2020,
 
the Company satisfied
all of the associated performance obligations and recognized
 
into revenue the advanced payments received and recorded
 
as of
December 31, 2019.
Disaggregated Revenue
The Company sells its various industrial process fluids,
 
its specialty chemicals and its technical expertise as a global
 
product
portfolio.
 
The Company generally manages and evaluates its performance
 
by segment first, and then by customer industry,
 
rather than
by individual product lines.
 
The Company has provided annual net sales information by
 
major product lines that represent
approximately 10% or more of consolidated net sales in its 2019
 
Form 10-K, and those annual percentages are generally consistent
with the current quarter’s net sales by product
 
line.
 
Also, 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, approximately proportionate
 
to the level of total sales in
each region.
 
The following tables disaggregate the Company’s
 
net sales by segment, geographic region, customer industry,
 
and timing of
revenue recognized for the three and six months ended
 
June 30, 2020 and 2019.
 
The Company has made certain reclassifications of
disaggregated customer industry disclosures for the
 
three and six months ended June 30, 2020 to conform with
 
the Company’s current
period customer industry segmentation.
Three Months Ended June 30, 2020
Consolidated
Americas
EMEA
Asia/Pacific
Total
Customer Industries
Metals
$
32,687
$
24,924
$
35,416
$
93,027
Metalworking and other
47,889
52,778
33,005
133,672
80,576
77,702
68,421
226,699
Global Specialty Businesses
32,294
15,569
11,478
59,341
$
112,870
$
93,271
$
79,899
$
286,040
Timing of Revenue Recognized
Product sales at a point in time
$
108,644
$
87,995
$
78,195
$
274,834
Services transferred over time
4,226
5,276
1,704
11,206
$
112,870
$
93,271
$
79,899
$
286,040
Three Months Ended June 30, 2019
Consolidated
Americas
EMEA
Asia/Pacific
Total
Customer Industries
Metals
$
39,506
$
24,485
$
28,391
$
92,382
Metalworking and other
32,241
24,527
16,410
73,178
71,747
49,012
44,801
165,560
Global Specialty Businesses
31,145
4,138
5,026
40,309
$
102,892
$
53,150
$
49,827
$
205,869
Timing of Revenue Recognized
Product sales at a point in time
$
100,053
$
53,098
$
48,406
$
201,557
Services transferred over time
2,839
52
1,421
4,312
$
102,892
$
53,150
$
49,827
$
205,869
Six Months Ended June 30, 2020
Consolidated
Americas
EMEA
Asia/Pacific
Total
Customer Industries
Metals
$
79,360
$
54,812
$
77,005
$
211,177
Metalworking and other
131,112
127,729
64,968
323,809
210,472
182,541
141,973
534,986
Global Specialty Businesses
76,525
32,174
20,916
129,615
$
286,997
$
214,715
$
162,889
$
664,601
Timing of Revenue Recognized
Product sales at a point in time
$
277,446
$
206,418
$
159,351
$
643,215
Services transferred over time
9,551
8,297
3,538
21,386
$
286,997
$
214,715
$
162,889
$
664,601
Six Months Ended June 30, 2019
Consolidated
Americas
EMEA
Asia/Pacific
Total
Customer Industries
Metals
$
80,431
$
49,201
$
57,604
$
187,236
Metalworking and other
63,541
52,236
33,364
149,141
143,972
101,437
90,968
336,377
Global Specialty Businesses
63,315
8,001
9,386
80,702
$
207,287
$
109,438
$
100,354
$
417,079
Timing of Revenue Recognized
Product sales at a point in time
$
201,600
$
109,332
$
97,057
$
407,989
Services transferred over time
5,687
106
3,297
9,090
$
207,287
$
109,438
$
100,354
$
417,079